Exhibit 4.1


 


Execution Version


 


THE HERTZ CORPORATION


 


as Issuer


 


and


 


SUBSIDIARY GUARANTORS

from time to time parties hereto


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.

as Trustee


 





 



 


INDENTURE


 


DATED AS OF NOVEMBER 23, 2021


 





 



 


PROVIDING FOR THE ISSUANCE OF NOTES IN SERIES


 




     


     


    

 


TABLE
OF CONTENTS


 


	
    Article I

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	Section 101.	Definitions	1
	Section 102.	Other Definitions	42
	Section 103.	Rules of Construction	43
	Section 104.	Compliance Certificates and Opinions	43
	Section 105.	Form of Documents Delivered to Trustee	44
	Section 106.	Acts of Holders; Record Dates	44
	Section 107.	Notices, etc., to Trustee and Company	47
	Section 108.	Notices to Holders; Waiver	47
	Section 109.	Effect of Headings and Table of Contents	47
	Section 110.	Successors and Assigns	47
	Section 111.	Separability Clause	48
	Section 112.	Benefits of Indenture	48
	Section 113.	GOVERNING LAW; WAIVER OF JURY TRIAL	48
	Section 114.	Legal Holidays	48
	Section 115.	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders	48
	Section 116.	Exhibits and Schedules	48
	Section 117.	Counterparts	48
	Section 118.	U.S.A. PATRIOT Act	49
	Section 119.	Force Majeure	49
	Section 120.	Limited Condition Transaction	49
	Section 121.	Measuring Compliance	50
	 	 	 
	
    Article II

     

    NOTE
FORMS

	 
	Section 201.	Forms Generally	52
	Section 202.	Form of Trustee’s Certificate of Authentication	53
	Section 203.	Restrictive and Global Note Legends	54
	 	 	 
	
    Article III

     

    THE
NOTES

	 
	Section 301.	Amounts Unlimited; Issuable in Series	56
	Section 302.	Denominations	57
	Section 303.	Execution, Authentication, Delivery and Dating	57
	Section 304.	Temporary Notes	57
	Section 305.	Registrar and Paying Agent	58
	Section 306.	Mutilated, Destroyed, Lost and Stolen Notes	59
	Section 307.	Payment of Interest; Rights to Interest Preserved	59
	Section 308.	Persons Deemed Owners	60
	Section 309.	Cancellation	60
	Section 310.	Computation of Interest	61
	Section 311.	CUSIP Numbers, ISINs, etc.	61
	Section 312.	Book-Entry Provisions for Global Notes	61
	Section 313.	Special Transfer Provisions	63
	Section 314.	Treasury Notes	65



 






     


     


    

 


	
    Article IV

     

    COVENANTS

	 
	Section 401.	Payment of Principal, Premium and Interest	65
	Section 402.	Maintenance of Office or Agency	66
	Section 403.	Money for Payments to Be Held in Trust	66
	Section 404.	SEC Reports	67
	Section 405.	Statement as to Default	68
	Section 406.	Limitation on Restricted Payments	68
	Section 407.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	71
	Section 408.	Limitation on Sales of Assets and Subsidiary Stock	73
	Section 409.	Limitation on Liens	78
	Section 410.	Future Subsidiary Guarantors	78
	Section 411.	Purchase of Notes Upon a Change of Control Triggering Event	78
	Section 412.	Termination of Covenants on Achievement of Investment Grade Rating	80
	Section 413.	Limitation on Indebtedness	80
	 	 	 
	
    Article V

     

    SUCCESSORS

	 
	Section 501.	When the Company May Merge, etc	84
	Section 502.	Successor Company Substituted	85
	 	 	 
	
    Article VI

     

    REMEDIES

	 
	Section 601.	Events of Default	86
	Section 602.	Acceleration of Maturity; Rescission and Annulment	88
	Section 603.	Other Remedies; Collection Suit by Trustee	88
	Section 604.	Trustee May File Proofs of Claim	89
	Section 605.	Trustee May Enforce Claims Without Possession of Notes	89
	Section 606.	Application of Money Collected	89
	Section 607.	Limitation on Suits	90
	Section 608.	Restoration of Rights and Remedies	90
	Section 609.	Rights and Remedies Cumulative	90
	Section 610.	Delay or Omission Not Waiver	90
	Section 611.	Control by Holders	90
	Section 612.	Waiver of Past Defaults	91
	Section 613.	Undertaking for Costs	91
	Section 614.	Waiver of Stay, Extension or Usury Laws	91
	 	 	 
	
    Article VII

     

    THE
TRUSTEE

	 
	Section 701.	Certain Duties and Responsibilities	92
	Section 702.	Notice of Defaults	93
	Section 703.	Certain Rights of Trustee	93
	Section 704.	Trustee’s Disclaimer	94
	Section 705.	May Hold Notes	94
	Section 706.	Money Held in Trust	94
	Section 707.	Compensation and Reimbursement	94



 






    	 	ii	 



     


    

 


	Section 708.	Conflicting Interests	95
	Section 709.	Corporate Trustee Required; Eligibility	95
	Section 710.	Resignation and Removal; Appointment of Successor	95
	Section 711.	Acceptance of Appointment by Successor	96
	Section 712.	Merger, Conversion, Consolidation or Succession to Business	97
	Section 713.	Preferential Collection of Claims Against the Company	97
	Section 714.	Appointment of Authenticating Agent	97
	 	 	 
	
    Article VIII

     

    HOLDERS’
    LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

	 
	Section 801.	The Company to Furnish Trustee Names and Addresses of Holders	97
	Section 802.	Preservation of Information; Communications to Holders	98
	Section 803.	Reports by Trustee	98
	 	 	 
	
    Article IX

     

    AMENDMENT,
SUPPLEMENT OR WAIVER

	 
	Section 901.	Without Consent of Holders	98
	Section 902.	With Consent of Holders	99
	Section 903.	Execution of Amendments, Supplements or Waivers	100
	Section 904.	Revocation and Effect of Consents	101
	Section 905.	Notation on or Exchange of Notes	101
	 	 	 
	
    Article X

     

    REDEMPTION
OF NOTES

	 
	Section 1001.	Applicability of Article	101
	Section 1002.	Selection by Trustee of Notes to Be Redeemed	101
	Section 1003.	Notice of Redemption	102
	Section 1004.	Deposit of Redemption Price	103
	Section 1005.	Notes Payable on Redemption Date	103
	Section 1006.	Notes Redeemed in Part	103
	 	 	 
	
    Article XI

     

    SATISFACTION
AND DISCHARGE

	 
	Section 1101.	Satisfaction and Discharge of Indenture	103
	Section 1102.	Satisfaction and Discharge of Notes of a Series	105
	Section 1103.	Application of Trust Money	106
	 	 	 
	
    Article XII

     

    DEFEASANCE
OR COVENANT DEFEASANCE

	 
	Section 1201.	The Company’s Option to Effect Defeasance or Covenant Defeasance	106
	Section 1202.	Defeasance and Discharge	106
	Section 1203.	Covenant Defeasance	107
	Section 1204.	Conditions to Defeasance or Covenant Defeasance	107
	Section 1205.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	108
	Section 1206.	Reinstatement	108
	Section 1207.	Repayment to the Company	109



 






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    Article XIII

     

    SUBSIDIARY
GUARANTEES

	 
	Section 1301.	Guarantees Generally	109
	Section 1302.	Continuing Guarantees	110
	Section 1303.	Release of Subsidiary Guarantees	111
	Section 1304.	Waiver of Subrogation	112
	Section 1305.	Notation Not Required	112
	Section 1306.	Successors and Assigns of Subsidiary Guarantors	112
	Section 1307.	Execution and Delivery of Subsidiary Guarantees	112
	Section 1308.	Notices	112


 


	Exhibit A	Form of Initial Note
	Exhibit B	Form of Certificate of Beneficial Ownership
	Exhibit C	Form of Regulation S Certificate
	Exhibit D	Form of Supplemental Indenture in Respect of Subsidiary Guarantee
	Exhibit E	Form of Certificate from Acquiring Institutional Accredited Investors
	Exhibit F	Form of Supplemental Indenture Establishing a Series of Notes



 




    	 	iv	 



     


    

 


INDENTURE, dated as of November 23, 2021 (as
amended, supplemented or otherwise modified from time to time, this “Indenture”), between The Hertz Corporation, a
corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors (as defined below) from time to time
parties hereto and Computershare Trust Company, N.A., a national banking association, as Trustee.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of the Notes.


 


All things necessary to make this Indenture a valid
agreement of the Company in accordance with the terms of the Initial Notes and this Indenture, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as follows:


 


Article I


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.     Definitions.


 


“Acquired Indebtedness” means
Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Acquisition Indebtedness” means
Indebtedness of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection
with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or
into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into
the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).


 


“Additional Assets” means (i) any
property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or
assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in
a Related Business and any capital expenditures in respect of any property or assets already so used; (iii) the Capital Stock
of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock
by the Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary
acquired from a third party.


 


“Additional Notes” means any
notes issued under this Indenture in addition to the Initial Notes (other than any Notes issued pursuant to Section 304, 305,
306, 312(c), 312(d) or 1006).


 


“Affiliate” of any specified
Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 






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“Applicable Premium” means,
with respect to any series of Notes, “Applicable Premium” as such term is defined in the Notes Supplemental Indenture
establishing such series of Notes.


 


“Asset Disposition” means any
sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying
shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to
for purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries (including
any disposition by means of a merger, consolidation or similar transaction), other than


 


		(i)	a disposition to the Company or a Restricted Subsidiary;



 


		(ii)	a disposition in the ordinary course of business;



 


		(iii)	a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments;



 


		(iv)	the sale or discount (with or without recourse, and on customary or commercially reasonable terms, as determined by the Company in
good faith, which determination shall be conclusive) of accounts receivable or notes receivable arising in the ordinary course of business,
or the conversion or exchange of accounts receivable for notes receivable;



 


		(v)	any Investment or any Restricted Payment Transaction;



 


		(vi)	a disposition that is governed by Article V;



 


		(vii)	any Financing Disposition;



 


		(viii)	any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Company
or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice
by paying a nominal fee;



 


		(ix)	any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any
exchange of equipment to be leased, rented or otherwise used in a Related Business, including pursuant to any LKE Program;



 


		(x)	any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary, including any sale/leaseback
transaction or asset securitization;



 


		(xi)	any disposition arising from foreclosure, condemnation, eminent domain or similar action with respect to any property or other assets,
or exercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by
the Company in good faith, which determination shall be conclusive) in order to consummate any acquisition of any Person, business or
assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, or of non-core assets acquired
in connection with any acquisition of any Person, business or assets or any Investment;



 






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		(xii)	any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;



 


		(xiii)	a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other
than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary
acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such
acquisition;



 


		(xiv)	a disposition of not more than 5.0% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board of
Directors;



 


		(xv)	any disposition or series of related dispositions for aggregate consideration not to exceed the greater of $165.0 million and 12.5%
of LTM Consolidated EBITDA;



 


		(xvi)	any disposition of all or any part of the Capital Stock or business or assets of (a) Etma, Inc. or any successor
in interest thereto or (b) CAR Inc. or any successor in interest thereto;



 


		(xvii)	the abandonment or other disposition of trademarks, copyrights, patents or other intellectual property that are, in the good faith
determination of the Company (which determination shall be conclusive), no longer economically practicable to maintain or useful in the
conduct of the business of the Company and its subsidiaries taken as a whole;



 


		(xviii)	any license, sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property;



 


		(xix)	any lease or sublease of real or other property;



 


		(xx)	any disposition for Fair Market Value to any Franchisee or any Franchise Special Purpose Entity;



 


		(xxi)	any disposition of securities pursuant to an agreement entered into in connection with any securities lending or other securities
financing transaction to the extent such securities were otherwise permitted to be disposed of at the time of entering into the agreement
for such securities lending or other securities financing transaction;



 


		(xxii)	the creation or granting of any Lien permitted under this Indenture; or



 


		(xxiii)	any other disposition if on a pro forma basis after giving effect to such disposition (including any application of proceeds therefrom)
the Consolidated Total Corporate Leverage Ratio would be equal to or less than 4.50:1.00.



 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 714 to act on behalf of the Trustee to authenticate Notes of one
or more series.


 


“Bank Products Agreement” means
any agreement pursuant to which a bank or other financial institution or other Person agrees to provide (a) treasury services,
(b) credit card, debit card, merchant card, purchasing card, stored value card, non-card electronic payable or other similar
services (including the processing of payments and other administrative services with respect thereto), (c) cash management
or related services (including controlled disbursement, automated clearinghouse transactions, return items, netting, overdraft, depository,
lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and
(d) other banking, financial or treasury products or services as may be requested by the Company or any Restricted Subsidiary
(other than letters of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through
(c) of this definition).


 






    	 	3	 



     


    

 


“Bank Products Obligations”
of any Person means the obligations of such Person pursuant to any Bank Products Agreement.


 


“Bankruptcy Code” means chapter 11
of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended.


 


“Board of Directors” means,
for any Person, the board of directors or other governing body of such Person or, if such Person is owned or managed by a single entity,
the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf
of such board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board
of Directors of the Company.


 


“Board Resolution” means a copy
of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.


 


“Business Day” means a day other
than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City
(or any other city in which a Paying Agent maintains its office).


 


“Capital Stock” of any Person
means any and all shares or units of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Captive Insurance Subsidiary”
means any Subsidiary of the Company that is subject to regulation as an insurance company (or any Subsidiary thereof).


 


“Cash Equivalents” means any
of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States of America,
Canada, the United Kingdom or a member state of the European Union or any agency or instrumentality of any thereof, (c) time
deposits, certificates of deposit or bankers’ acceptances of (i) any bank or other institutional lender under the Senior
Credit Facility or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500.0 million
(or the foreign currency equivalent thereof as of the date of such investment) and the commercial paper of the holding company of which
is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time
neither is issuing ratings, then a comparable rating of another rating agency recognized internationally or in the United States of America),
(d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii),
(e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof
by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable
rating of another rating agency recognized internationally or in the United States of America), (f) investments in money market
funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act
of 1940, as amended, (g) investment funds investing at least 95.0% of their assets in cash equivalents of the types described
in clauses (a) through (f) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution),
(h) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and
(i) solely with respect to any Captive Insurance Subsidiary, any investment that person is permitted to make in accordance
with applicable law.


 






    	 	4	 



     


    

 


“Change of Control” means:


 


		(i)	any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company;
provided that so long as the Company is a Subsidiary of any Parent, no “person” or “group” shall be deemed
to be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of the Company unless
such “person” or “group” shall be or become a “beneficial owner” of more than 50.0% of the total voting
power of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another Parent); notwithstanding the foregoing,
no change of control shall be deemed to have occurred so long as the Permitted Holders shall have the right, directly or indirectly, to
appoint directors having more than 50.0% of the aggregate votes of the board of directors of Holdings; or



 


		(ii)	the Company sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company
and its Restricted Subsidiaries to another Person (other than one or more Permitted Holders) and any “person” or “group”
(as defined in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial
owner” (as so defined), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the transferee
Person in such sale or transfer of assets, as the case may be; provided that so long as such transferee Person is a Subsidiary
of a Parent, no “person” or “group” shall be deemed to be or become a “beneficial owner” of more than
50.0% of the total voting power of the Voting Stock of such surviving or transferee Person unless such “person” or “group”
shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such Parent (other
than a Parent that is a Subsidiary of another Parent).



 


For the purpose of this definition, so long as
at the time of any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition is met,
the Minority Business Assets shall not be deemed at any time to constitute all or substantially all of the assets of the Company and its
Restricted Subsidiaries, and any sale or transfer of all or any part of the Minority Business Assets (whether directly or indirectly,
whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any Person holding such assets, or by merger
or consolidation, or any combination thereof, and whether in one or more transactions, or otherwise, including any Minority Business Offering
or any Minority Business Disposition) shall not be deemed at any time to constitute a sale or transfer of all or substantially all of
the assets of the Company and its Restricted Subsidiaries.


 


For the purpose of this definition, the Reorganization
Assets (whether individually or in the aggregate) shall not be deemed at any time to constitute all or substantially all of the assets
of the Company and its Restricted Subsidiaries, and any sale or transfer of all or any part of the Reorganization Assets (whether directly
or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any Person holding such assets,
or of any combination thereof, and whether in one or more transactions, or otherwise) shall not be deemed at any time to constitute a
sale or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 






    	 	5	 



     


    

 


“Clearstream” means Clearstream
Banking, société anonyme, or any successor securities clearing agency.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Commodities Agreement” means,
in respect of a Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative
agreements or arrangements), as to which such Person is a party or beneficiary.


 


“Company” means The Hertz Corporation,
a Delaware corporation, and any successor in interest thereto.


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of the Company by an Officer of the Company.


 


“Consolidated Coverage Ratio”
as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most
recent four consecutive fiscal quarters of the Company ending prior to the date of such determination for which consolidated financial
statements of the Company are available to (ii) Consolidated Interest Expense for such four fiscal quarters; provided,
that:


 


(1)            if,
since the beginning of such period, the Company or any Restricted Subsidiary has Incurred any Indebtedness or the Company has issued any
Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred Stock of the Company, Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness
or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as applicable, on the
first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding
on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such
four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after
the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such
facility to the date of such calculation);


 


(2)            if,
since the beginning of such period, the Company or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
acquired, retired or discharged any Indebtedness or any Designated Preferred Stock of the Company that is no longer outstanding on such
date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility
except to the extent such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a Discharge
of Designated Preferred Stock of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Discharge of such Indebtedness or Designated Preferred Stock, including with the proceeds
of such new Indebtedness or new Designated Preferred Stock of the Company, as if such Discharge had occurred on the first day of such
period;


 






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(3)            if,
since the beginning of such period, the Company or any Restricted Subsidiary shall have disposed of any company, any business or any group
of assets constituting an operating unit of a business, including any such disposition occurring in connection with a transaction causing
a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any such disposition or designation,
a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount
equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Sale for such period (including through the assumption of such Indebtedness by another Person) plus
(B) if the Capital Stock of any Restricted Subsidiary is disposed of in such Sale or any Restricted Subsidiary is designated
as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary
to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale;


 


(4)            if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an
Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of
assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction
causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted Subsidiary (any such Investment,
acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred
on the first day of such period; and


 


(5)            if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or
any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale
or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a
Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period;


 


provided,
that (in the event that the Company shall classify Indebtedness Incurred on the date of determination as Incurred in part under Section 413(a) and
in part under Section 413(b) as provided in Section 413(c)) any such pro forma calculation of Consolidated
Interest Expense shall not give effect to any such Incurrence of Indebtedness on the date of determination pursuant to such Section 413(b) or
to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Section 413(b).


 


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount
of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, Designated Preferred Stock issued, or Indebtedness
or Designated Preferred Stock repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the
pro forma calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase
or other transaction) shall be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company, which
determination shall be conclusive. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the
option of the Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered
rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness
shall be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that
is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed
based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Finance Lease Obligation shall be
deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company (which determination
shall be conclusive) to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.


 






    	 	7	 



     


    

 


“Consolidated EBITDA” means,
for any period, the Consolidated Net Income for such period, plus:


 


		(a)	the following to the extent deducted in calculating such Consolidated Net Income, without duplication:



 


		(i)	provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest,
if any);



 


		(ii)	Consolidated Interest Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clauses (iii)(b) through
(iii)(g) thereof and any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest Expense, costs
of surety bonds in connection with financing activities;



 


		(iii)	depreciation (excluding Consolidated Vehicle Depreciation), amortization (including amortization of goodwill and intangibles and amortization
and write-off of financing costs);



 


		(iv)	all other noncash charges or noncash losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation
charges, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants;



 


		(v)	any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by this Indenture (whether or not
consummated or incurred, and including any offering or sale of Capital Stock to the extent the proceeds thereof were intended to be contributed
to the equity capital of the Company or its Restricted Subsidiaries);



 


		(vi)	the amount of any minority interest expense;



 


		(vii)	the amount of loss on any Financing Disposition;



 


		(viii)	any costs or expenses pursuant to any management or employee stock option or other equity-related plan, program or arrangement, or
other benefit plan, program or arrangement, or any equity subscription or equityholder agreement, to the extent funded with cash proceeds
contributed to the capital of the Company or an issuance of Capital Stock of the Company (other than Disqualified Stock);



 


		(ix)	realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on
the balance sheet of the Company and its Restricted Subsidiaries;



 






    	 	8	 



     


    

 


		(x)	other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to
acquisitions (including acquisitions subject to a letter of intent or purchase agreement), including Investments, dividends, Restricted
Payments, dispositions, refinancings or issuances of debt or equity permitted hereunder or related to any amendment, modification or waiver
in respect of the documentation (including the Loan Documents (as defined in the Senior Credit Agreement)) governing the transactions
described in this clause (x);



 


		(xi)	charges, losses or expenses to the extent paid for, reimbursable, indemnifiable or insurable, or reasonably expected to be paid for,
reimbursable, indemnifiable or insured by a third party;



 


		(xii)	the amount of any expense or deduction associated with any Restricted Subsidiary that is attributable to any non-controlling interest
and/or minority interest of any third party; and



 


		(xiii)	cash expenses relating to contingent or deferred payments in connection with any acquisition or other Investment permitted under this
Indenture or any acquisition or Investment permitted under this Indenture consummated prior to its effective date (including earn-outs,
contingent consideration, non-compete payments, consulting payments and similar obligations), to the extent included in the calculation
of Consolidated Net Income in accordance with GAAP as an accounting adjustment for such period to the extent that the actual amount payable
or paid in respect of such contingent or deferred payments exceeds the liability booked by the applicable person; plus



 


		(b)	pro forma results for (i) acquisitions (including acquisitions subject to a letter of intent or purchase agreement at
such time), (ii) dispositions of business entities or properties or assets constituting a division or line of business of
any business entity and (iii) operational changes, operational initiatives, new businesses, new contract value and revenue
enhancements (including pricing and volume) (including, to the extent applicable, from any restructuring), including any “run-rate”
cost savings, synergies, operating expense reductions and improvements, enhanced revenue and business optimizations determined in good
faith by the Company to result from actions which have been taken or with respect to which substantial steps have been taken or are expected
to be taken no later than 24 months following any such acquisition, disposition, other transaction, operational change, operational
initiative, new business, new contract or revenue enhancement, in each case, reasonably identifiable and factually supportable as determined
in good faith by the Company); plus



 


		(c)	such other adjustments contained in, or of the type contained in, a due diligence quality of earnings report prepared by (x) a
 “big-four” nationally recognized accounting firm or (y) any other accounting firm of national recognition; plus



 


		(d)	the proceeds of any business interruption insurance received or reasonably expected to be received; plus



 


		(e)	adjustments determined on a basis consistent with Article 11 of Regulation S-X.



 






    	 	9	 



     


    

 


“Consolidated Interest Expense”
means, for any period:


 


		(i)	the total interest expense of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income,
net of any interest income of the Company and its Restricted Subsidiaries, including any such interest expense consisting of:



 


		(a)	interest expense attributable to Finance Lease Obligations;



 


		(b)	amortization of debt discount;



 


		(c)	interest in respect of Indebtedness of any other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but
only to the extent that such interest is actually paid by the Company or any Restricted Subsidiary;



 


		(d)	noncash interest expense;



 


		(e)	the interest portion of any deferred payment obligation; and



 


		(f)	commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
plus



 


		(ii)	Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Company held by Persons other than the Company or a
Restricted Subsidiary, or in respect of Designated Preferred Stock of the Company pursuant to Section 406(b)(xiv)(A); minus



 


		(iii)	to the extent otherwise included in such interest expense referred to in clause (i) above:



 


		(a)	Consolidated Vehicle Interest Expense;



 


		(b)	amortization or write-off of financing costs;



 


		(c)	accretion or accrual of discounted liabilities not constituting Indebtedness;



 


		(d)	any expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting;



 


		(e)	any “additional interest” in respect of registration rights arrangements for any securities;



 


		(f)	any expensing of bridge, commitment and other financing fees; and



 


		(g)	interest with respect to Indebtedness of any Parent appearing upon the balance sheet of the Company solely by reason of push-down
accounting under GAAP,



 


in each case under clauses (i) through (iii) as determined
on a Consolidated basis in accordance with GAAP (to the extent applicable, in the case of Consolidated Vehicle Interest Expense); provided
that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted
Subsidiaries with respect to Interest Rate Agreements.


 






    	 	10	 



     


    

 



 


“Consolidated Net Income” means,
for any period, the net income (loss) of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication, there shall not
be included in such Consolidated Net Income:


 


(i)             any
net income (loss) of any Person if such Person is not the Company or a Restricted Subsidiary, except that (A) the Company’s
or any Restricted Subsidiary’s equity in the net income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount actually dividended or distributed or that (as determined by the Company in good faith, which determination
shall be conclusive) could have been dividended or distributed by such Person during such period to the Company or a Restricted Subsidiary
as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (ii) below) and (B) the Company’s or any Restricted Subsidiary’s equity in the net
loss of such Person shall be included to the extent of the aggregate Investment of the Company or any of its Restricted Subsidiaries in
such Person;


 


(ii)            solely
for purposes of determining the amount available for Restricted Payment under Section 406(b)(viii)(y), any net income
(loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly
or indirectly, to the Company by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument,
judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its
stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions
pursuant to the Notes or this Indenture and (z) restrictions in effect on the Issue Date with respect to a Restricted
Subsidiary and other restrictions with respect to any Restricted Subsidiary that taken as a whole are not materially less favorable
to the Holders than such restrictions in effect on the Issue Date as determined by the Company in good faith, which determination
shall be conclusive), except that (A) the Company’s equity in the net income of any such Restricted Subsidiary for
such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or
that could (as determined by the Company in good faith, which determination shall be conclusive) have been made by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary (subject, in the case of a dividend that could have
been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss
of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Company or any of its other
Restricted Subsidiaries in such Restricted Subsidiary;


 


(iii)           (x) any
gain or loss realized upon the sale, abandonment or other disposition of any asset of the Company or any Restricted Subsidiary (including
pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as
determined in good faith by the Company, which determination shall be conclusive) and (y) any gain or loss realized upon the
disposal, abandonment or discontinuation of operations of the Company or any Restricted Subsidiary and any income (loss) from disposed,
abandoned or discontinued operations (but if such operations are classified as discontinued because they are subject to an agreement to
dispose of such operations, only when and to the extent such operations are actually disposed of), including in each case any closure
of any branch;


 


(iv)          any
item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges associated with
any acquisition, merger or consolidation after the Issue Date or any accounting change) (other than the accrual of revenue in the ordinary
course);


 


(v)           the
cumulative effect of a change in accounting principles;


 






    11


     


    

 


(vi)          all
deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations
or other derivative instruments;


 


(vii)         any
unrealized gains or losses in respect of Hedge Agreements, or any ineffectiveness recognized in earnings related to qualifying hedge transactions
or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in
respect of any Hedging Obligations;


 


(viii)        any
unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness of any Person denominated
in a currency other than the functional currency of such Person;


 


(ix)           (x)
any noncash compensation charge arising from any grant of limited liability company interests, stock, stock options or other
equity-based awards and any noncash deemed finance charges in respect of any pension liabilities or other provisions and
(y) income (loss) attributable to deferred compensation plans or trusts;


 


(x)            to
the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses,
including in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted
Subsidiary;


 


(xi)           any
noncash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including
the total amount of depreciation and amortization, cost of sales or other noncash expense resulting from the write-up of assets to the
extent resulting from such purchase or recapitalization accounting adjustments), noncash charges for deferred tax valuation allowances
and noncash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP;


 


(xii)          the
amount of any restructuring costs, integration costs, costs of strategic initiatives, business optimization expenses or costs,
retention, recruiting, relocation and signing and stay bonuses and expenses, including payments made to employees or producers who are
subject to non-compete agreements, closing and consolidation costs, contract termination costs, stock option and other equity-based compensation
expenses, severance costs, transaction fees and expenses and consulting and advisory fees, indemnities and expenses, including, without
limitation, any one-time expense relating to enhanced accounting function or other transaction costs and Public Company Costs; and


 


(xiii)         to
the extent covered by insurance and actually reimbursed (or the Company has determined that there exists reasonable evidence that such
amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed
within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so
added back to the extent not so reimbursed within such 365-day period)), any expenses with respect to liability or casualty events or
business interruption;


 


provided,
further, that the exclusion of any item pursuant to the foregoing clauses (i) through (xiii) shall also exclude
the tax impact of any such item, if applicable.


 


“Consolidated Secured Indebtedness”
means, as of any date of determination, an amount equal to (a) the sum of, without duplication, the Consolidated Total Corporate
Indebtedness (for purposes of this definition, without regard to clause (4) of the definition thereof) and any Ratio Tested
Committed Amount (as defined in clause (s) of the definition of “Permitted Liens”) as of such date that,
in each case, is then secured by a Lien on property or assets of the Company and its Restricted Subsidiaries (other than property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) minus (b) cash,
Cash Equivalents, Investment Grade Securities and Temporary Cash Investments held by the Company and its Restricted Subsidiaries
as of the end of the most recently ended fiscal period prior to the date of such determination for which consolidated financial statements
of the Company are available.


 






    12


     


    

 


“Consolidated Secured Leverage Ratio”
means, as of any date of determination, the ratio of (x) Consolidated Secured Indebtedness as at such date (after giving effect
to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of Consolidated EBITDA for the period
of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination for which consolidated
financial statements of the Company are available; provided, that:


 


(1)            if
since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring in connection
with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased
by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)            if
since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a
Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated
EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such
period; and


 


(3)            if
since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or
any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase
occurred on the first day of such period;


 


provided,
further, that (in the event that the Company shall classify Indebtedness Incurred on the date of determination as secured in part
pursuant to clause (s) of the “Permitted Liens” definition and in part pursuant to one or more other clauses
of such definition) any calculation of Consolidated Secured Indebtedness shall not include any such Indebtedness (and shall not give effect
to any Discharge of Consolidated Secured Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause
of such definition.


 


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma
calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or
other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the Company, which determination
shall be conclusive.


 


“Consolidated Total Corporate Indebtedness”
means, as of any date of determination, an amount equal to:


 


		(1)	the aggregate principal amount of outstanding funded Indebtedness of the Company and its Restricted Subsidiaries as of such date consisting
of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts
under funded letters of credit, but excluding, for the avoidance of doubt, undrawn letters of credit); the amount of outstanding Finance
Lease Obligations in excess of $20.0 million; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified
Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated
basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations);
minus



 






    13


     


    

 


		(2)	the amount of such Indebtedness consisting of Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all
or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred
in connection with a Special Purpose Financing, in each case to the extent not Incurred to finance or refinance the acquisition of Rental
Car Vehicles; provided that such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special
Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); minus



 


		(3)	the aggregate principal amount of outstanding Consolidated Vehicle Indebtedness as of such date; and minus



 


		(4)	cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments held by the Company and its Restricted Subsidiaries
as of the end of the most recently ended fiscal period prior to the date of such determination for which consolidated financial statements
of the Company are available.



 


“Consolidated Total Corporate Leverage
Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Corporate Indebtedness as at
such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which consolidated financial statements of the Company are available; provided that:


 


(1)            if
since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring in connection
with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased
by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)            if
since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a
Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated
EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such
period; and


 


(3)            if
since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or
any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase
occurred on the first day of such period.


 






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For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma
calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or
other transaction) shall be as determined in good faith by the Company, which determination shall be conclusive.


 


“Consolidated Vehicle Depreciation”
means, for any period, depreciation on all Rental Car Vehicles (after adjustments thereto), to the extent deducted in calculating Consolidated
Net Income for such period.


 


“Consolidated Vehicle Indebtedness”
means, as of any date of determination, Indebtedness of the Company and its Restricted Subsidiaries Incurred in connection with the
acquisition, sale, leasing, financing or refinancing of, or secured by, Vehicles and/or related rights (including under leases, manufacturer
warranties and buy-back programs and insurance policies) and/or assets, as determined in good faith by the Company (which determination
shall be conclusive).


 


“Consolidated Vehicle Interest Expense”
means, for any period, the aggregate interest expense for such period on any Consolidated Vehicle Indebtedness, as determined in good
faith by the Company (which determination shall be conclusive).


 


“Consolidation” means the consolidation
of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation”
will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary
in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.


 


“Contribution Indebtedness”
means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount
of cash contributions (other the proceeds from the issuance of Disqualified Stock or contributions by the Company or any Restricted Subsidiary)
made to the capital of the Company or such Restricted Subsidiary after the Issue Date (whether through the issuance or sale of Capital
Stock or otherwise), in each case, not otherwise applied.


 


“Controlled
Investment Affiliate” means as to any person, any other person which directly or indirectly is in control of, is controlled
by, or is under common control with, such person and is organized by such person (or any person controlling such person) primarily for
making equity or debt investments in the Company or its direct or indirect parent company or other portfolio companies of such person.


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office initially shall
be at the address of the Trustee specified in Section 107, and for purposes of Section 305 shall also mean the
office of the Trustee located at Computershare Trust Company, N.A., Attn: Corporate Trust Operations, 600 South Fourth Street, 7th
Floor, MAC: N9300-070, Minneapolis, MN 55415.


 


“Credit Facilities” means one
or more of (i) the Senior Credit Facility and (ii) any other facilities or arrangements designated by the Company,
in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables, fleet
or other financings (including through the sale of receivables, fleet and/or other assets to such institutions or to special purpose entities
formed to borrow from such institutions against such receivables, fleet and/or other assets or the creation of any Liens in respect of
such receivables, fleet and/or other assets in favor of such institutions), letters of credit or other Indebtedness, in each case, including
all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including any
notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent, trademark or copyright security
agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents,
in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part, whether with the original
banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility
or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the
generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity
of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors
thereunder, (iii) increasing or decreasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder
or (iv) otherwise altering the terms and conditions thereof.


 






    15


     


    

 


“Credit Facility Indebtedness”
means any and all amounts, whether outstanding on the Issue Date or thereafter incurred, payable under or in respect of any Credit Facility,
including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts
payable thereunder or in respect thereof.


 


“Currency Agreement” means,
in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative
agreements or arrangements), as to which such Person is a party or a beneficiary.


 


“Default” means any event or
condition that is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary” means The Depository
Trust Company, its nominees and successors.


 


“Derivative Instrument” with
respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such
Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in
the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or
cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/ or the
creditworthiness of the Company and/or any one or more of the Subsidiary Guarantors (the “Performance References”).


 


“Designated Noncash Consideration”
means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate of the Company,
setting forth the basis of such valuation.


 


“Designated Preferred Stock”
means Preferred Stock of the Company (other than Disqualified Stock) or any Parent that is issued after the Issue Date for cash (other
than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate of the
Company.


 


“Designated Senior Indebtedness”
means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of the Senior Credit Facility and
(ii) any other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal amount equal
to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically
designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as “Designated Senior
Indebtedness” for purposes of this Indenture.


 






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“Disqualified Stock” means,
with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence
of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition
or other “disposition”) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable
at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under
such terms as a “change of control,” or an Asset Disposition or other “disposition”), in whole or
in part, in each case on or prior to the final Stated Maturity of the Notes; provided that Capital Stock issued to any employee
benefit plan, or by any such plan to any employees of the Company or any Subsidiary of the Company, shall not constitute Disqualified
Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or
regulatory obligations.


 


“Dollars” or “$”
means dollars in lawful currency of the United States of America.


 


“Domestic Subsidiary” means
any Restricted Subsidiary of the Company other than a Foreign Subsidiary.


 


“Equity Offering” means a sale
of Capital Stock (x) that is a sale of Capital Stock of the Company (other than Disqualified Stock), or (y) proceeds
of which, in an amount equal to or exceeding the Redemption Amount, are contributed to the equity capital of the Company and/or any of
its Restricted Subsidiaries.


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended; provided that for purposes of the definitions of Change of Control and Permitted Holders, “Exchange
Act” shall mean the Securities Exchange Act of 1934 as in effect on the Issue Date.


 


“Excluded Contribution” means
Net Cash Proceeds, or the Fair Market Value (as of the date of contribution) of property or assets, received by the Company as capital
contributions to the Company after the Issue Date, or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock) of the Company, in each case to the extent designated as an Excluded Contribution pursuant to an Officer’s
Certificate of the Company.


 


“Fair Market Value” means, with
respect to any asset or property, the fair market value of such asset or property as determined in good faith by the Company, which determination
shall be conclusive.


 


“Finance Lease Obligation” means
an obligation that is required to be classified and accounted for as a finance lease for financial reporting purposes in accordance with
GAAP. The Stated Maturity of any Finance Lease Obligation shall be the date of the last payment of rent or any other amount due under
the related lease.


 


“Financing Disposition” means
any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or
any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection
with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which
may be secured by a Lien in respect of such property or assets.


 


“Fixed GAAP Date” means December 31,
2020; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to change the Fixed
GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning
on and after the date specified in such notice.


 






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“Fixed GAAP Terms” means (a) the
definitions of the terms “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated
Interest Expense,” “Consolidated Net Income,” “Consolidated Secured Indebtedness,” “Consolidated
Secured Leverage Ratio,” “Consolidated Total Corporate Indebtedness,” “Consolidated Total Corporate
Leverage Ratio,” “Consolidated Vehicle Depreciation,” “Consolidated Vehicle Indebtedness,”
 “Consolidated Vehicle Interest Expense,” “Finance Lease Obligation,” “Inventory,”
and “Receivable,” (b) all defined terms in this Indenture to the extent used in or relating to any of the
foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or
provision of this Indenture or the Notes that, at the Company’s election, may be specified by the Company by written notice to the
Trustee from time to time.


 


“Foreign Borrowing Base” means
the sum of (1) 60.0% of the book value of Inventory (excluding Vehicles) of the Company and its Foreign Subsidiaries, (2) 85.0%
of the book value of Receivables of the Company and its Foreign Subsidiaries, (3) 90.0% of the book value of Vehicles of the
Company and its Foreign Subsidiaries and (4) cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments
of the Company and its Foreign Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Company
for which internal consolidated financial statements of the Company are available, and, in the case of any determination relating to any
Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since
the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).


 


“Foreign Subsidiary” means (a) any
Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the
District of Columbia, (b) any Restricted Subsidiary of the Company that has no material assets other than securities, Indebtedness
or receivables of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries
(or Subsidiaries thereof), and/or other assets (including cash, Cash Equivalents, Investment Grade Securities and Temporary Cash
Investments) relating to an ownership interest in any such securities, Indebtedness, receivables, intellectual property or Subsidiaries
and (c) any Restricted Subsidiary of the Company that is organized under the laws of Puerto Rico or any other territory of
the United States of America. As of the date hereof, Hertz International Ltd. is a Restricted Subsidiary described in clause (b) of
the foregoing sentence.


 


“Franchise Financing Disposition”
means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company
or any Subsidiary thereof to or in favor of any Franchise Special Purpose Entity, in connection with the Incurrence by a Franchise Special
Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect
of such property or assets.


 


“Franchise Lease Obligation”
means any Finance Lease Obligation, and any other lease, of any Franchisee relating to any property used, occupied or held for use or
occupation by any Franchisee in connection with any of its Franchise Vehicle operations.


 


“Franchise Rental Car Vehicles”
means all passenger Franchise Vehicles owned by or leased to any Franchisee or any Franchise Special Purpose Entity that are or have been
offered for lease or rental by any Franchisee in its car rental operations, including any such Franchise Vehicles being held for sale.


 


“Franchise Special Purpose Entity”
means any Person (a) that is engaged in the business of (i) acquiring, selling, collecting, financing or refinancing
Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and/or
other receivables, and/or related assets, and/or (ii) acquiring, selling, leasing, financing or refinancing Franchise Rental
Car Vehicles and/or other Franchise Vehicles, and/or related rights (including under leases, manufacturer warranties and buy-back programs,
and insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets), and (b) is
designated as a “Franchise Special Purpose Entity” by the Company.


 






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“Franchise Vehicle Indebtedness”
as of any date of determination means (a) Indebtedness of any Franchise Special Purpose Entity directly or indirectly Incurred
to finance or refinance the acquisition of, or secured by, Franchise Rental Car Vehicles and/or other Franchise Vehicles and/or related
rights and/or assets, (b) Indebtedness of any Franchisee or any Affiliate thereof that is attributable to the financing or
refinancing of Franchise Rental Car Vehicles and/or other Franchise Vehicles and/or related rights and/or assets, as determined in good
faith by the Company (which determination shall be conclusive) and (c) Indebtedness of any Franchisee.


 


“Franchise Vehicles” means vehicles
owned or operated by, or leased or rented to or by, any Franchisee, including automobiles, trucks, tractors, trailers, vans, sport utility
vehicles, buses, campers, motor homes, motorcycles and other motor vehicles.


 


“Franchisee” means any Person
that is a franchisee or licensee of the Company or any of its Subsidiaries (or of any other Franchisee), or any Affiliate of such Person.


 


“GAAP” means generally accepted
accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as
in effect from time to time (for all other purposes of this Indenture), including those set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession,
and subject to the following sentence. If at any time the SEC permits or requires U.S.-domiciled companies subject to the reporting requirements
of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Company may elect by written notice to the Trustee
to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for
periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes
of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Indenture) and (b) for prior periods,
GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Indenture shall
be computed in conformity with GAAP.


 


“Governmental Authority” means
any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including the European Union and the United Kingdom.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided
that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor Subordinated Obligations”
means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee pursuant to a written agreement.


 


“Hedge Agreements” means, collectively, Interest
Rate Agreements, Currency Agreements and Commodities Agreements.


 


“Hedging Obligations” of any
Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 






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“Holder” means the Person in
whose name a Note is registered in the Note Register.


 


“Holdings” means Hertz Global
Holdings, Inc., a Delaware corporation, and any successor in interest thereto.


 


“IFRS” means International Financial
Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto
(or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants,
or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.


 


“Incur” means issue, assume,
enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred”
and “Incurrence” shall have a correlative meaning; provided, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment
of interest in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness in the form
of additional shares of the same class of Capital Stock will be deemed not to be an Incurrence of Indebtedness. Any Indebtedness issued
at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred
at the time of original issuance of the Indebtedness at the initial accreted amount thereof.


 


“Indebtedness” means, with respect
to any Person on any date of determination (without duplication):


 


(i)             the
principal of indebtedness of such Person for borrowed money;


 


(ii)            the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(iii)           all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the
amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’
acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed) (except to the extent
such reimbursement obligations relate to Trade Payables and such obligations are expected to be satisfied within 30 days of becoming due
and payable);


 


(iv)          all
obligations of such Person to pay the deferred and unpaid purchase price of property, which purchase price is due more than one year after
the date of placing such property in final service or taking final delivery and title thereto (in each case, except (x) Trade
Payables and (y) any earn-out obligations until such obligation is reflected as a liability on the balance sheet of such Person
in accordance with GAAP and if not expected to be paid within 60 days after becoming due and payable);


 


(v)           all
Finance Lease Obligations of such Person;


 


(vi)          the
redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person
is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case,
any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or
repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption,
repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and
if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined
in good faith by the Company, which determination shall be conclusive);


 






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(vii)         all
Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;
provided that the amount of Indebtedness of such Person shall be the lesser of (A) the Fair Market Value of such asset
at such date of determination and (B) the amount of such Indebtedness of such other Persons;


 


(viii)        all
Guarantees by such Person of Indebtedness of other Persons, to the extent so Guaranteed by such Person; and


 


(ix)           to
the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be
equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable
by such Person at such time);


 


provided
that Indebtedness shall exclude any Indebtedness of any Parent appearing upon the balance sheet of the Company solely by reason of push-down
accounting under GAAP.


 


The amount of Indebtedness of any Person at any
date shall be determined as set forth above or as otherwise provided for in this Indenture, or otherwise shall equal the amount thereof
that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP.


 


“Initial Additional Notes” means
Additional Notes issued in an offering not registered under the Securities Act (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1006).


 


“Initial Notes” means the Company’s
(i) 4.625% Senior Notes due 2026 issued on the Issue Date in an aggregate principal amount of $500 million (the “2026 Notes”)
and (ii) 5.000% Senior Notes due 2029 issued on the Issue Date in an aggregate principal amount of $1,000 million (the “2029
Notes”) (and any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c),
312(d) or 1006).


 


“interest,” with respect to
the Notes, means interest on the Notes and, except for purposes of Article IX, additional interest pursuant to the terms of
any Note.


 


“Interest Payment Date” means,
when used with respect to any Note and any installment of interest thereon, the date specified in such Note as the fixed date on which
such installment of interest is due and payable, as set forth in such Note.


 


“Interest Rate Agreement” means,
with respect to any Person, any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement,
collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which
such Person is a party or a beneficiary.


 


“Intermediate Holding” means
Rental Car Intermediate Holdings, LLC, a Delaware limited liability company, and any successor in interest thereto.


 


“Inventory” means goods held
for sale, lease or use by a Person in the ordinary course of business, net of any reserve for goods that have been segregated by such
Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.


 






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“Investment” in any Person by
any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers, licensees,
franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business) or capital contribution
(by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others)
to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes
of the definition of “Unrestricted Subsidiary” and Section 406 only, (i) “Investment”
shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that
upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Restricted
Investment” in an amount (if positive) equal to (x) the Company’s “Investment” in such
Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation and (ii) any
property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. Guarantees
shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment,
reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount
or value received in respect of such Investment; provided, that to the extent that the amount of Restricted Payments outstanding
at any time is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated
Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments
that may be made pursuant to Section 406(b)(viii)(y).


 


“Investment Grade Rating” means
a rating of Baa3 or better (or, in the case of short-term obligations, P-3 or better) by Moody’s and BBB− or better (or, in
the case of short-term obligations, A-3 or better) by S&P (or, in either case, the equivalent of such rating by such organization),
or an equivalent rating by any other Rating Agency.


 


“Investment Grade Securities”
means (i) securities issued or directly and fully guaranteed or insured by the government of the United States of America
or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment
Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;
(iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii),
which fund may also hold cash pending investment or distribution; and (iv) corresponding instruments in countries other than
the United States of America customarily utilized for high quality investments.


 


“Issue Date” means November 23,
2021, the first date on which Initial Notes were issued.


 


“Lien” means any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease
in the nature thereof).


 


“Limited Condition Transaction”
means (x) any acquisition, including by way of merger, amalgamation, consolidation or other business combination or the acquisition
of Capital Stock or otherwise, by one or more of the Company and its Restricted Subsidiaries of any assets, business or Person or any
other Investment permitted by this Indenture whose consummation is not conditioned on the availability of, or on obtaining, third-party
financing or (y) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified
Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge
or prepayment.


 






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“LKE Account” means any deposit,
trust, investment or similar account maintained by, for the benefit of, or under the control of the “qualified intermediary”
in connection with an LKE Program.


 


“LKE Program” means any “like-kind-exchange
program” with respect to certain of the Vehicles of the Company and its Subsidiaries, under which such Vehicles will be disposed
of from time to time and proceeds of such dispositions will be held in an LKE Account and used to acquire replacement Vehicles and/or
repay indebtedness secured by such Vehicles.


 


“Long Derivative Instrument”
means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under
which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,
and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.


 


“LTM Consolidated EBITDA” means,
as of any date of determination, the aggregate amount of Consolidated EBITDA for the Most Recent Four Quarter Period (determined for any
fiscal quarter (or portion thereof) ending prior to the Issue Date); provided that:


 


		(1)	if since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring
in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced
by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period
or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;



 


		(2)	if since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have
made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated
EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such
period; and



 


		(3)	if since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company
or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have
required an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the
beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale
or Purchase occurred on the first day of such period.



 


For purposes of this definition, whenever pro forma
effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma
calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or
other related transaction (subject, in each case, to the provisions and limitations set forth in the definition of “Consolidated
EBITDA”)) shall be as determined in good faith by the Company.


 


“Management Advances” means
(1) loans or advances made to directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary
(x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in
respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the
ordinary course of business and (in the case of this clause (z)) not exceeding the greater of $135.0 million and 10.0% of LTM
Consolidated EBITDA in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in connection
with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees
of borrowings by Management Investors in connection with the purchase of Management Stock.


 






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“Management Guarantees” means
guarantees (x) of up to an aggregate principal amount outstanding at any time of the greater of $135.0 million and 10.0%
of LTM Consolidated EBITDA of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made
on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or
any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course
of business or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding the greater
of $135.0 million and 10.0% of LTM Consolidated EBITDA in the aggregate outstanding at any time.


 


“Management Investors” means
the officers, directors, employees and other members of the management of any Parent, the Company or any of their respective Subsidiaries,
or family members or relatives of any of the foregoing (provided that, solely for purposes of the definition of “Permitted
Holders,” such relatives shall include only those Persons who are or become Management Investors in connection with estate planning
for or inheritance from other Management Investors, as determined in good faith by the Company, which determination shall be conclusive),
or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors
and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the
Company, any Restricted Subsidiary or any Parent.


 


“Management Stock” means Capital
Stock of the Company, any Restricted Subsidiary or any Parent (including any options, warrants or other rights in respect thereof) held
by any of the Management Investors.


 


“Market Capitalization” means,
an amount equal to (i) the total number of issued and outstanding shares of capital stock of the Company or any Parent (including
all shares of Capital Stock of such Parent reserved for issuance upon conversion or exchange of Capital Stock of another Parent outstanding
on such date) on the date of declaration of the relevant dividend or making of any other Restricted Payment, as applicable, multiplied
by (ii) the arithmetic mean of the closing prices per share of such capital stock on The Nasdaq Stock Market (or, if the primary
listing of such capital stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding
such date.


 


“Minority Business” means any
business unit of the Company that represents less than 50.0% of LTM Consolidated EBITDA of the Company and its Restricted Subsidiaries.


 


“Minority Business Assets” means
the assets of the Company and its Subsidiaries, including Capital Stock of Subsidiaries, that relate to or form part of a Minority Business.


 


“Minority Business Disposition”
means (i) any sale or other disposition of Capital Stock of any Minority Business Subsidiary (whether by issuance or sale
of Capital Stock, merger, or otherwise) to one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction
or series of related transactions following the consummation of which such Minority Business Subsidiary is no longer a Restricted Subsidiary
of the Company (excluding any Minority Business Offering) or (ii) any sale or other disposition of any assets of any Minority Business
Subsidiary or other Minority Business Assets, including all or substantially all of the assets of any Minority Business Subsidiary, to
one or more Persons (other than the Company or a Restricted Subsidiary) in any transaction or series of related transactions.


 


“Minority Business Disposition Condition”
means at any date of determination after giving effect to the Minority Business Disposition or Minority Business Offering, either the
(1) Consolidated Coverage Ratio would be greater than or equal to 2.00 to 1.00, (2) Consolidated Coverage Ratio is equal or
exceeds the Consolidated Coverage Ratio or (3) Consolidated Total Corporate Leverage Ratio would not exceed the Consolidated Total
Corporate Leverage Ratio, in the case of each of (2) and (3) immediately prior to giving effect thereto.


 






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“Minority Business Offering”
means a public offering of Capital Stock of any Minority Business Subsidiary pursuant to a registration statement filed with the SEC.


 


“Minority Business Subsidiary”
means any of the Subsidiaries and successors in interest thereto to the extent any of such Subsidiaries form part of the relevant Minority
Business.


 


“Moody’s” means Moody’s
Investors Service, Inc. and its successors.


 


“Most Recent Four Quarter Period”
means, the four fiscal quarter period of the Company ending on the last date of the most recently completed fiscal year or quarter for
which financial statements of the Company have been (or have been required to be) delivered under this Indenture; provided that,
at the election of the Company, for purpose of determining the permissibility of any transaction hereunder by reference to the Most Recent
Four Quarter Period, the Company may for any four fiscal quarter period ended at the fiscal year end, deliver internal unaudited financial
statements of the Company for the last quarter of such four fiscal quarter period.


 


“Net Available Cash” from an
Asset Disposition means an amount equal to the cash payments received (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that
are the subject of such Asset Disposition or received in any other noncash form) therefrom, in each case net of (i) all legal,
title and recording tax expenses, commissions and other fees and expenses incurred, and all U.S. federal, state, provincial, foreign and
local taxes required to be paid or to be accrued as a liability under GAAP, in each case as a consequence of, or in respect of, such Asset
Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Section 408),
(ii) all payments made, and all installment payments required to be made, on any Indebtedness (x) that is secured
by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets or (y) that must
by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds
from such Asset Disposition, including any payments required to be made to increase borrowing availability under any revolving credit
facility, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary) owning a beneficial
interest in the assets disposed of in such Asset Disposition, (iv) any liabilities or obligations associated with the assets
disposed of in such Asset Disposition and retained, indemnified or insured by the Company or any Restricted Subsidiary after such Asset
Disposition, including pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities
relating to any indemnification obligations associated with such Asset Disposition and (v) the amount of any purchase price
or similar adjustment (x) claimed by any Person to be owed by the Company or any Restricted Subsidiary, until such time as
such claim shall have been settled or otherwise finally resolved or (y) paid or payable by the Company or any Restricted Subsidiary,
in either case in respect of such Asset Disposition.


 


“Net Cash Proceeds” with respect
to any issuance or sale of any securities of the Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution,
or any Incurrence of Indebtedness, means the cash proceeds of such issuance, sale, contribution or Incurrence net of attorneys’
fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant
and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of taxes paid or payable as
a result, or in respect, thereof.


 






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“Net Short” means, with respect
to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds
the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of
determination or (ii) it is reasonably expected that such would have been the case were a “Failure to Pay” or
 “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect
to the Company or any Subsidiary Guarantor immediately prior to such date of determination.


 





“Non-U.S. Person” means a Person
who is not a U.S. person, as defined in Regulation S.


 


“Notes” means the Initial Notes,
any Additional Notes and any notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c),
312(d) or 1006.


 


“Notes Supplemental Indenture”
means a Supplemental Indenture pursuant to which the Company issues Notes in accordance with Section 301, which may be substantially
in the form attached hereto as Exhibit F, or in such other form as the Company may determine in accordance with Section 301.


 


“Obligations” means, with respect
to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest
is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations
in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.


 


“Offering Memorandum” means
the confidential Offering Memorandum of the Company, dated November 17, 2021, relating to the offering of the Initial Notes.


 


“Officer” means, with respect
to the Company or any other obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial
Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such
Person is owned or managed by a single entity, of such entity (or any other individual designated as an “Officer,”
 “Authorized Party” or “Authorized Officer” for the purposes of this Indenture by the Board of Directors).


 


“Officer’s Certificate”
means, with respect to the Company or any other obligor upon the Notes, a certificate signed by one Officer of such Person.


 


“Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company
or the Trustee.


 


“Outstanding,” when used with
respect to any Notes means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture,
except:


 


(i)           any
such Note theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)          any
such Note for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and


 


(iii)         any
such Note in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture.


 






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A Note does not cease to be Outstanding because
the Company or any Affiliate of the Company holds the Note; provided that in determining whether the Holders of the requisite amount
of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the
Company or any Subsidiary of the Company or any other obligor on the Notes shall be disregarded and deemed not to be Outstanding (but
the Notes owned of record or beneficially by any other Affiliates shall be deemed outstanding for all purposes under this Indenture),
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee actually knows are so owned shall be so disregarded and deemed not
to be Outstanding. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
reasonable satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that the pledgee is not the Company
or an Affiliate of the Company.


 





“Parent” means any of Holdings, Intermediate
Holding and any Other Parent and any other Person that is a Subsidiary of Holdings, Intermediate Holding or any Other Parent and
of which the Company is a Subsidiary. As used herein, “Other Parent” means a Person of which the Company becomes a
Subsidiary after the Issue Date; provided that either (x) immediately after the Company first becomes a Subsidiary
of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50.0% of the
Voting Stock of the Company or a Parent of the Company immediately prior to the Company first becoming such Subsidiary or (y) such
Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason
of the Company first becoming a Subsidiary of such Person.


 


“Parent Expenses” means (i) costs
(including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with
its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental,
regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of
the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, the Exchange Act
or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with
the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated
rights (including trademarks, service marks, trade names, trade dress, domain names, social media identifiers and accounts, patents, copyrights
and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs,
formulae, trade secrets, know-how, confidential information, computer software, data, databases and documentation, and any other intellectual
property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business
or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors,
officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such
Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative
and operational expenses of any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by
any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where
the net proceeds of such offering are intended to be received by or contributed or loaned to the Company or a Restricted Subsidiary, or
(y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed
or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the
amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly
if completed.


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company; provided
that neither the Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1103 or Section 1205.


 






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“Performance References” has
the meaning set forth for such term in the definition of “Derivative Instrument.”


 





“Permitted Holder” means any
of the following: (i) any of the Management Investors; (ii) the Plan Sponsors, (iii) any “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of which any of the Persons specified in clause
(i) or (ii) above is a member (provided that (without giving effect to the existence of such “group” or any
other “group”) one or more of such Persons collectively have beneficial ownership, directly or indirectly, of more than 50%
of the total voting power of the Voting Stock of the relevant Parent entity held by such “group”), and any other Person that
is a member of such “group” and (iv) any Person acting in the capacity of an underwriter in connection with a
public or private offering of Capital Stock of Holdings or any Subsidiary thereof or any Parent entity. In addition, any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control in respect of which the
Company consummates a Change of Control Offer, together with its Affiliates, shall thereafter constitute a Permitted Holder.


 


“Permitted Liens” means:


 


(a)          Liens
for taxes, assessments or other governmental charges (i) not yet delinquent or the nonpayment of which in the aggregate would
not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole, (ii) that
are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books
of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP or (iii) that are excused or prohibited
by the Bankruptcy Code or not otherwise authorized by the Bankruptcy Court with respect to periods prior to the Issue Date;


 


(b)         Liens
with respect to outstanding motor vehicle fines and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not known to be overdue
for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings;


 


(c)          pledges,
deposits or Liens in connection with workers’ compensation, professional liability insurance, unemployment insurance and other social
security and other similar legislation or other insurance related obligations (including pledges or deposits securing liability to insurance
carriers under insurance or self-insurance arrangements);


 


(d)         pledges,
deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations
for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar
bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;


 


(e)          easements
(including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations,
restrictions, encroachments, charges and other similar encumbrances or title defects incurred, or leases or subleases granted to others,
in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the
Company and its Subsidiaries, taken as a whole;


 


(f)          Liens
existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such Liens securing Indebtedness
of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing
Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the
same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under
such written arrangements could secure) the original Indebtedness;


 






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(g)         (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord
or other third party on property over which the Company or any Restricted Subsidiary has easement rights or on any leased property and
subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any
real property;


 


(h)         Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations,
Purchase Money Obligations or Finance Lease Obligations;


 


(i)          Liens
arising out of judgments, decrees, orders or awards in respect of which the Company or any Restricted Subsidiary shall in good faith be
prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period
within which such appeal or proceedings may be initiated shall not have expired;


 


(j)          leases,
subleases, licenses or sublicenses to or from third parties;


 


(k)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of:


 


(i)            Indebtedness
Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)
and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness
in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to the sum of
(A) $2,800.0 million, plus (B) the greater of (x) $1,310.0 million and (y) 100.0%
of LTM Consolidated EBITDA, plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred in connection with such
refinancing;


 


(ii)           Indebtedness
consisting of (w) Indebtedness supported by a letter of credit issued pursuant to any Credit Facility in a principal amount
not exceeding the face amount of such letter of credit, (x) accommodation guarantees for the benefit of trade creditors of
the Company or any of its Restricted Subsidiaries, (y) Guarantees in connection with the construction or improvement of all
or any portion of a Public Facility to be used by the Company or any Restricted Subsidiary or (z) any Guarantee in respect
of any Franchise Vehicle Indebtedness or Franchise Lease Obligation;


 


(iii)          Indebtedness
of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such
Person drawn against insufficient funds in the ordinary course of business, or (B) consisting of guarantees, indemnities,
obligations in respect of earn-outs or other purchase price adjustments or similar obligations Incurred in connection with the acquisition
or disposition of any business, assets or Person;


 


(iv)         Indebtedness
of the Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar
instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those
issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), or (B) completion
guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to
liabilities or obligations incurred, in the ordinary course of business, or (C) Management Guarantees, or (D) the
financing of insurance premiums in the ordinary course of business, or (E) take-or-pay obligations under supply arrangements
incurred in the ordinary course of business, or (F) netting, overdraft protection and other arrangements arising under standard
business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility
or arrangement;


 






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(v)          Indebtedness
(A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in
connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided
that such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than
with respect to Special Purpose Financing Undertakings);


 


(vi)          the
Notes;


 


(vii)         Indebtedness
of any Restricted Subsidiary that is not a Subsidiary Guarantor;


 


(viii)        Indebtedness
or other obligations of any Special Purpose Entity;


 


(ix)          Indebtedness
or other obligations in respect of Management Advances or Management Guarantees;


 


(x)           (A) Acquisition
Indebtedness; provided that (x) such Liens are limited to all or part of the same property or assets, including Capital
Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired,
or of any Person acquired or merged or consolidated with or into the Company or any Restricted Subsidiary, in any transaction to which
such Acquisition Indebtedness relates or (y) on the date of the Incurrence of such Indebtedness after giving effect to such
Incurrence, the Consolidated Secured Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior
to giving effect thereto, or (B) any Refinancing Indebtedness Incurred in respect thereof; or


 


(xi)            Contribution
Indebtedness and any Refinancing Indebtedness thereof,


 


in each case under the foregoing clauses (i) through
(xi) including Liens securing any Guarantee of any thereof;


 


(l)           Liens
existing on property or assets of a Person at, or provided for under written arrangements existing at, the time such Person becomes a
Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any acquisition
by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such
Liens and arrangements are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such
acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such
Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (l),
if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary
of the Company, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted
Subsidiary, as the case may be, when such Person becomes such Successor Company;


 






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(m)         Liens
on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of
such Unrestricted Subsidiary;


 


(n)         (i) any
encumbrance or restriction (including pursuant to put and call agreements or buy/sell arrangements) with respect to Capital Stock of any
joint venture or similar arrangement pursuant to any joint venture or similar agreement or (ii) Liens on Capital Stock, Indebtedness
or other securities of any joint venture that is not a Subsidiary securing Indebtedness or other obligations of such joint venture;


 


(o)         Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in
respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part)
of any other obligation secured by, any other Permitted Liens; provided that any such new Lien is limited to all or part of the
same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under
the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate;


 


(p)         Liens
(1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, (2) on
property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments
by a third party relating to such property or assets, (3) on receivables (including related rights), (4) on cash
set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent
that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar
arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or set-off arrangement entered
into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements
with customers), (6) in favor of the Company or any Subsidiary (other than Liens on property or assets of the Company or any
Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale,
title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) on
inventory or goods and proceeds securing the obligations in respect of bankers’ acceptances issued or created to facilitate the
purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit
satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (10) attaching
to commodity trading or other brokerage accounts incurred in the ordinary course of business, (11) arising in connection with
repurchase agreements on assets that are the subject of such repurchase agreements, (12) in favor of any Special Purpose Entity
in connection with any Financing Disposition, (13) in favor of any Franchise Special Purpose Entity in connection with any
Franchise Financing Disposition, (14) securing Indebtedness which is secured by Rental Car Vehicles and/or Service Vehicles
or (15) evidenced by the filing of Uniform Commercial Code (or equivalent) financing statements solely as a precautionary measure
in connection with leases or consignment of goods;








 


(q)         Liens
on or under, or arising out of or relating to, any Vehicle Rental Concession Rights (including Liens securing Indebtedness consisting
of Guarantees required (in the good faith determination of the Company, which determination shall be conclusive) in connection with Vehicle
Rental Concession Rights);





 






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(r)          other
Liens securing Indebtedness or other obligations, that in the aggregate do not exceed an amount equal to the greater of $655.0 million
and 50.0% of LTM Consolidated EBITDA outstanding at the time of Incurrence of such Indebtedness or other obligation;


 


(s)          Liens
securing Indebtedness (including Liens securing any Obligations in respect thereof); provided that on the date of the Incurrence
of such Indebtedness after giving effect to such Incurrence (or, at the Company’s option, on the date of the initial borrowing of
such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect
to the Incurrence of the entire committed amount of such Indebtedness (such committed amount, a “Ratio Tested Committed Amount”),
in which case such Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without
further compliance with this clause), the Consolidated Secured Leverage Ratio shall not exceed 4.25 to 1.0 or, if Incurred in connection
with an acquisition or Investment, the Consolidated Secured Leverage Ratio would be no worse than the Consolidated Secured Leverage Ratio
immediately prior to such transaction; and


 


(t)          Liens
securing Consolidated Vehicle Indebtedness.


 


For purposes of determining compliance with this
definition, (i) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition
but may be incurred under any combination of such categories (including in part under one such category and in part under any other such
category); (ii) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of
Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that
complies with this definition; (iii) the principal amount of Indebtedness secured by a Lien outstanding under any category
of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such
other Indebtedness; (iv) any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the
Incurrence of such Indebtedness shall also be permitted to secure any increase in the amount of such Indebtedness in connection with the
accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of
dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock; (v) if
any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens measured by reference to
a Dollar-denominated restriction, the Dollar-equivalent principal amount of such Indebtedness denominated in a foreign currency shall
be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit or deferred draw Indebtedness; provided that (x) the
Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency
exchange rate in effect on the Issue Date, (y) if such Indebtedness is refinanced by any Indebtedness or other obligation
secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect of the date of such refinancing, such Dollar-denominated
restriction shall not be deemed to have been exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount
of such refinancing Indebtedness or other obligation does not exceed (a) an amount equal to the outstanding or committed principal
amount (whichever is higher) of such Indebtedness being refinanced, plus (b) the aggregate amount of fees, underwriting discounts,
premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing
and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to
the Senior Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Company’s option,
(i) the Issue Date, (ii) any date on which any of the respective commitments under the Senior Credit Facility
shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose
thereunder or (iii) the date of such Incurrence; (vi) the principal amount of any Indebtedness Incurred to refinance
other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency
exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such
refinancing; and (vii) in the event that a portion of indebtedness secured by a Lien could be classified as secured in part
pursuant to clause (s) above (giving effect to the Incurrence of such portion of such Indebtedness), the Company, in its sole
discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to
clause (s) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other
clauses of this definition.


 






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“Person” means any individual,
corporation, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization,
Governmental Authority or any other entity of whatever nature.


 


“Place of Payment” means a city
or any political subdivision thereof in which any Paying Agent appointed pursuant to Article III is located.


 


“Plan Sponsors” means, collectively,
certain funds and accounts managed or advised by Knighthead Capital Management, LLC or one of its Controlled Investment Affiliates and
certain funds and accounts managed or advised by Certares Opportunities LLC or one of its Controlled Investment Affiliates and CK Amarillo
LP, a Delaware limited partnership formed by Certares and Knighthead.


 


“Predecessor Notes” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes
of this definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated, lost, destroyed or stolen
Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.


 


“Preferred Stock” as applied
to the Capital Stock of any corporation or company means Capital Stock of any class or classes (however designated) that by its terms
is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution
of such corporation or company, over shares of Capital Stock of any other class of such corporation or company.


 


“Public Company Costs” means
any costs, fees and expenses associated with, in anticipation of, or in preparation for, compliance with the requirements of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith and costs, fees and expenses relating to compliance
with the provisions of the Securities Act and the Exchange Act (as applicable to companies with equity or debt securities held by the
public), the rules of national securities exchanges for companies with listed equity or debt securities, directors’ or managers’
compensation, fees and expense reimbursements, charges relating to investor relations, shareholder meetings and reports to shareholders
and debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing
fees.


 


“Public Facility” means (i) any
airport; marine port; rail, subway, bus or other transit stop, station or terminal; stadium; convention center; or military camp, fort,
post or base or (ii) any other facility owned or operated by any nation or government or political subdivision thereof, or
agency, authority or other instrumentality of any thereof, or other entity exercising regulatory, administrative or other functions of
or pertaining to government, or any organization of nations (including the United Nations, the European Union, the United Kingdom and
the North Atlantic Treaty Organization).


 






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“Public Facility Operator” means
a Person that grants or has the power to grant a Vehicle Rental Concession.


 





“Purchase Money Obligations”
means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal)
or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any
Person owning such property or assets, or otherwise.


 


“QIB” means a “qualified
institutional buyer,” as that term is defined in Rule 144A.


 


“Qualified IPO” means any transaction
or series of transactions that results in the issuance, sale or listing of common equity interests of the Company or any Parent pursuant
to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone, in connection with an
underwritten or secondary public offering or otherwise) including by merger, consolidation or otherwise with and into a special purpose
acquisition company or other Person that has consummated (or will consummate) an offering of the common Capital Stock of Holdings or any
Parent and such equity interests are listed on a nationally-recognized stock exchange or over-the-counter market in the U.S. or any analogous
exchange or other recognized securities exchange in Canada, the United Kingdom or any country of the European Union.


 


“Rating Agency” means Moody’s
or S&P or, if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a rating agency or agencies
recognized internationally or in the United States of America, as the case may be, selected by the Company which shall be substituted
for Moody’s or S&P or both, as the case may be.


 


“Rating Event” means a decrease
of one or more gradations (including gradations within rating categories as well as between rating categories and excluding, for the avoidance
of doubt, changes in ratings outlook) in the rating of the applicable series of Notes by both Rating Agencies or a withdrawal of the rating
of the Notes of such series by both Rating Agencies on, or within 30 days following, the earlier of (x) the occurrence
of a Change of Control or (y) the date of public announcement of the occurrence of a Change of Control or of the intention
by the Company to effect a Change of Control, which period shall be extended for a period not longer than 30 days so long as the
rating of the applicable series of Notes relating to the Change of Control is under publicly announced consideration for downgrade by
the applicable Rating Agency; provided, however, that a downgrade of the applicable series of Notes by the applicable Rating
Agency shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a downgrade for
purposes of this definition of Rating Event) if such Rating Agency making the downgrade in rating does not publicly announce or confirm
or inform the Company or the Trustee in writing at the request of the Company that the downgrade is a result of the transactions constituting
or occurring simultaneously with the applicable Change of Control (whether or not the applicable Change of Control has occurred at the
time of such downgrade).


 


“Receivable” means a right to
receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined
in accordance with GAAP.


 


“Redemption Amount” means with
respect to any series of Notes, “Redemption Amount” as such term is defined in the Notes Supplemental Indenture establishing
such series of Notes.


 


“Redemption Date,” when used
with respect to any Note to be redeemed or purchased, means the date fixed for such redemption or purchase by or pursuant to this Indenture
or the Notes Supplemental Indenture establishing the applicable series of Notes.


 


“Redemption Price” means with
respect to any series of Notes, “Redemption Price” as such term is defined in the Notes Supplemental Indenture establishing
such series of Notes.


 






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“refinance” means refinance,
refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance
or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing”
as used for any purpose in this Indenture shall have a correlative meaning.





 


“Refinancing Credit Facility”
means any syndicated Credit Facility under which the Company incurs Indebtedness to refinance all or any portion of its Indebtedness under
the Senior Credit Facility.


 


“Refinancing Indebtedness” means
Indebtedness that is Incurred to refinance any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the date
of this Indenture or Incurred (or established) in compliance with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Company or
another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to
a commitment that refinances any Indebtedness or unutilized commitment; provided that such Refinancing Indebtedness is Incurred
in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the
sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding
of the Indebtedness being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being
refinanced or otherwise then outstanding under a Credit Facility or other financing arrangement being refinanced to the extent the unutilized
commitment being refinanced could be drawn in compliance with this Indenture immediately prior to such refinancing, plus (z) fees,
underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection
with such Refinancing Indebtedness.


 


“Regular Record Date” means
with respect to any series of Notes, “Regular Record Date” as such term is defined in the Notes Supplemental Indenture
establishing such series of Notes.


 


“Regulation S” means Regulation
S under the Securities Act.


 


“Regulation S Certificate” means
a certificate substantially in the form attached hereto as Exhibit C.


 


“Related Business” means those
businesses in which the Company or any of its Subsidiaries is engaged on the Issue Date, or that are similar, related, complementary,
incidental or ancillary thereto or extensions, developments or expansions thereof.


 


“Related Taxes” means (i) any
taxes, charges or assessments, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise,
license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than U.S.
federal, state or local taxes measured by income and U.S. federal, state or local withholding imposed by any government or other taxing
authority on payments made by any Parent other than to another Parent), required to be paid by any Parent by virtue of its being incorporated,
organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other
entity other than the Company, any of its Subsidiaries or any Parent), or being a holding company parent of the Company, any of its Subsidiaries
or any Parent or receiving dividends from or other distributions in respect of the Capital Stock of the Company, any of its Subsidiaries
or any Parent, or having guaranteed any obligations of the Company or any Subsidiary thereof, or having made any payment in respect of
any of the items for which the Company or any of its Subsidiaries is permitted to make payments to any Parent pursuant to Section 406,
or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including
receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof, or
(ii) any other U.S. federal, state, foreign, provincial, territorial or local taxes measured by income for which any Parent
is liable up to an amount not to exceed, with respect to U.S. federal taxes, the amount of any such taxes that the Company and its Subsidiaries
would have been required to pay on a separate company basis, or on a consolidated basis as if the Company had filed a consolidated return
on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to
state, foreign, provincial, territorial and local taxes, the amount of any such taxes that the Company and its Subsidiaries would have
been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated basis as if the Company had filed
a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state, foreign,
provincial, territorial or local tax laws for filing such return) consisting only of the Company and its Subsidiaries. Taxes include all
interest, penalties and additions relating thereto.


 






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“Rental Car Vehicles” means
all Vehicles owned by or leased to the Company or a Restricted Subsidiary that are or have been offered for lease or rental by any of
the Company and its Restricted Subsidiaries in their vehicle rental operations, including any such Vehicles being held for sale.


 


“Reorganization Assets” means
any assets sold, leased, transferred or otherwise disposed of to any Franchisee or any Franchise Special Purpose Entity.


 


“Resale Restriction Termination Date”
means, with respect to any Note, the date that is one year (or such other period as may hereafter be provided under Rule 144 under
the Securities Act or any successor provision thereto as permitting the resale by non-affiliates of Restricted Securities without restriction)
after the later of the original issue date in respect of such Note and the last date on which the Company or any Affiliate of the Company
was the owner of such Note (or any Predecessor Note thereto).


 


“Responsible Officer” when used
with respect to the Trustee means any officer within the corporate trust department of the Trustee, who has direct responsibility for
the administration of this Indenture, including any vice president or assistant vice president, any trust officer or assistant trust officer,
or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Restricted Investment” means
an Investment by the Company or any Restricted Subsidiary in any Unrestricted Subsidiary.


 


“Restricted Payment Transaction”
means any Restricted Payment permitted pursuant to Section 406, any Permitted Payment or any transaction specifically excluded
from the definition of “Restricted Payment” (including pursuant to the exception contained in clause (i) of
such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).


 


“Restricted Security” has the
meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee
shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes
a Restricted Security.


 


“Restricted Subsidiary” means
any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“Rule 144A” means Rule 144A
under the Securities Act.


 


“S&P” means S&P Global
Ratings (a division of S&P Global Inc.) and its successors.


 


“Screened Affiliate” means any
Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder
that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any
other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the
Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such
Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment
decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert
with such Holders in connection with its investment in the Notes.


 






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“SEC” means the U.S. Securities
and Exchange Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended from time to time.


 


“Senior Credit Agreement” means
the Credit Agreement, dated as of June 30, 2021, among the Company; the subsidiary borrowers party thereto from time to time; Barclays
Bank PLC, as administrative agent and collateral agent; Barclays Bank PLC, Deutsche Bank Securities Inc., BNP Paribas Securities
Corp., RBC Capital Markets, Citizens Bank, N.A., BMO Capital Markets Corp., Mizuho Bank, Ltd., JPMorgan Chase Bank, N.A., Credit
Agricole Corporate and Investment Bank and Natixis, New York Branch, as joint lead arrangers and joint bookrunners, and BofA Securities, Inc.,
as senior co-manager, and as such agreement may be amended, supplemented, waived or otherwise modified from time to time or refunded,
refinanced, restructured, replaced, renewed, repaid, increased, decreased or extended from time to time (whether in whole or in part,
whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original
Senior Credit Agreement or one or more other credit agreements or otherwise, except to the extent such agreement, instrument or document
expressly provides that it is not intended to be and is not a Senior Credit Agreement).


 


“Senior Credit Facility” means
the collective reference to the Senior Credit Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent, trademark or copyright security agreement, mortgages, letter of credit
applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents,
executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented,
waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased, decreased
or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or
otherwise, and whether provided under the original Senior Credit Agreement or one or more other credit agreements, indentures (including
this Indenture) or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not
intended to be and is not a Senior Credit Facility). Without limiting the generality of the foregoing, the term “Senior Credit
Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated
thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing
or decreasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering
the terms and conditions thereof.


 


“Senior Indebtedness” means
any Indebtedness of the Company or any Restricted Subsidiary other than (x) in the case of the Company, Subordinated Obligations
and (y) in the case of any Subsidiary Guarantor, Guarantor Subordinated Obligations.


 


“Series A Preferred Stock”
means the Series A Preferred Stock of Holdings governed by the certificate of designations, dated as of June 30, 2021, as amended
by the amendment to such certificate of designations, dated November 3, 2021.


 






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“Series A Preferred Stock Offer to
Purchase” means the offer by Holdings to purchase in cash any and all of the outstanding shares of the Series A Preferred
Stock expected to commence on the Issue Date.











 


“Service Vehicles” means all
Vehicles owned by the Company or a Subsidiary thereof that are classified as “plant, property and equipment” in the consolidated
financial statements of the Company that are not rented or offered for rental by the Company or any of its Subsidiaries, including any
such Vehicles being held for sale.


 


“Short Derivative Instrument”
means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under
which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases,
and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.


 


“Significant Subsidiary” means
any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date.


 


“Special Purpose Entity” means
(x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of (i) acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction
from time to time), other accounts and/or other receivables, and/or related assets, and/or (ii) acquiring, selling, leasing,
financing or refinancing Vehicles and/or related rights (including under leases, manufacturer warranties and buy-back programs, and insurance
policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets).


 


“Special Purpose Financing”
means any financing or refinancing of assets consisting of or including Receivables and/or Vehicles of the Company or any Restricted Subsidiary
that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.


 


“Special Purpose Financing Fees”
means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.


 


“Special Purpose Financing Undertakings”
means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso
below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company
determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with
a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing
Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety
bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating
to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in
respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such
other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a
Restricted Subsidiary that is not a Special Purpose Subsidiary.


 


“Special Purpose Subsidiary”
means a Subsidiary of the Company that (a) is engaged solely in (x) the business of (i) acquiring,
selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction
from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or
general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and/or
(ii) acquiring, selling, leasing, financing or refinancing Vehicles and/or related rights (including under leases, manufacturer
warranties and buy-back programs, and insurance policies) and/or assets (including managing, exercising and disposing of any such rights
and/or assets), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and (y) any
business or activities incidental or related to such business; and (b) is designated as a “Special Purpose Subsidiary”
by the Company.


 






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“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity” means, with
respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness
is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase
or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).


 


“Subordinated Obligations” means
any Indebtedness of the Company (whether outstanding on the date of this Indenture or thereafter Incurred) that is expressly subordinated
in right of payment to the Notes pursuant to a written agreement and, as such term is used in the covenants described under Article IV
herein, in an aggregate amount in excess of the greater of $200.0 million and 15.0% of LTM Consolidated EBITDA.


 


“Subsidiary” of any Person means
any corporation, association, partnership or other business entity of which more than 50.0% of the total voting power of shares of Capital
Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person or (ii) one or more Subsidiaries of such Person.


 


“Subsidiary Guarantee” means
any guarantee of the Notes that may from time to time be entered into by a Restricted Subsidiary of the Company on or after the Issue
Date pursuant to Section 410. As used in this Indenture, “Subsidiary Guarantee” refers to a Subsidiary
Guarantee of the Notes.


 


“Subsidiary Guarantor” means
any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee, in each case, unless and until such Subsidiary is released
from such Subsidiary Guarantee in accordance with the terms of this Indenture. As used in this Indenture, “Subsidiary Guarantor”
refers to a Subsidiary Guarantor of the Notes.


 






    39


     


    

 


“Temporary Cash Investments”
means any of the following: (i) any investment in (x) direct obligations of the United States of America, Canada,
the United Kingdom, a member state of the European Union or any country in whose currency funds are being held pending their application
in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or
any agency or instrumentality of any thereof or obligations Guaranteed by the United States of America, Canada, the United Kingdom, a
member state of the European Union or any country in whose currency funds are being held pending their application in the making of an
investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality
of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country
recognized by the United States of America rated at least “A” by S&P or “A-1” by Moody’s (or, in either
case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any rating agency recognized internationally or in the United States of America); (ii) overnight bank deposits,
and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect
to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by (x) any
bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is
organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of
America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof); (iii) repurchase
obligations with a term of not more than 30 days for underlying securities or instruments of the types described in clause (i) or
(ii) above entered into with a bank meeting the qualifications described in clause (ii) above; (iv) Investments
in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that of the Company
or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according
to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization
or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any rating agency recognized internationally
or in the United States of America); (v) Investments in securities maturing not more than one year after the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or
taxing authority thereof, and rated at least “A-2” by S&P or “P-2” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating
by any rating agency recognized internationally or in the United States of America); (vi) Indebtedness or Preferred Stock
(other than of the Company or any of its Subsidiaries) having a rating of “A” or higher by S&P or “A-2” or
higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any rating agency recognized internationally or in the United States of America); (vii) investment
funds investing 95.0% or more of their assets in securities of the type described in clauses (i) through (vi) above (which
funds may also hold cash pending investment and/or distribution); (viii) any money market deposit accounts issued or offered
by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each
case, having capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money
market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company
Act of 1940, as amended; and (ix) similar investments approved by the Board of Directors in the ordinary course of business.
For the avoidance of doubt, for purposes of this definition and the definitions of “Cash Equivalents” and “Investment
Grade Rating,” rating identifiers, watches and outlooks will be disregarded in determining whether any obligations satisfy the
rating requirement therein.


 





“TIA” means the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb), as amended.


 


“Trade Payables” means, with
respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed
by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.


 


“Trustee” means the party named
as such in the first paragraph of this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code” means,
except as otherwise provided herein, the Uniform Commercial Code as in effect in the State of New York from time to time.






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“Unrestricted Subsidiary” means
(i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated by the Board
of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors
may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on
any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated;
provided that (A) such designation was made at or prior to the Issue Date or (B) the Subsidiary to be
so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than
$1,000, then such designation would be permitted under Section 406. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (x) the
Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00 or (y) the Consolidated Coverage Ratio would be greater
than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary
with no Indebtedness outstanding other than Indebtedness that is not recourse to the Company or any Restricted Subsidiary of the Company
that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings). Any such designation by
the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company’s
Board of Directors giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation
complied with the foregoing provisions.


 


“U.S. Government Obligation”
means (x) any security that is (i) a direct obligation of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii),
is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified in
clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation that is so specified and held; provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


“Vehicle Rental Concession”
means any right, whether or not exclusive, to conduct a Vehicle rental business at a Public Facility, or to pick up or discharge persons
or otherwise to possess or use all or part of a Public Facility in connection with such a business, and any related rights or interests.


 


“Vehicle Rental Concession Rights”
means any or all of the following: (a) any Vehicle Rental Concession; (b) any rights of the Company, any Restricted
Subsidiary or any Franchisee under or relating to (i) any law, regulation, license, permit, request for proposals, invitation
to bid, lease, agreement or understanding with a Public Facility Operator in connection with which a Vehicle Rental Concession has been
or may be granted to the Company, any Restricted Subsidiary or any Franchisee and (ii) any agreement with, or Investment
or other interest or participation in, any Person, property or asset required (x) by any such law, ordinance, regulation,
license, permit, request for proposals, invitation to bid, lease, agreement or understanding or (y) by any Public Facility
Operator as a condition to obtaining or maintaining a Vehicle Rental Concession; and (c) any liabilities or obligations relating
to or arising in connection with any of the foregoing.


 


“Vehicles” means vehicles owned
or operated by, or leased or rented to or by, the Company or any of its Subsidiaries, including automobiles, trucks, tractors, trailers,
vans, sport utility vehicles, buses, campers, motor homes, motorcycles and other motor vehicles.


 


“Vice President,” when used
with respect to any Person, means any vice president of such Person, whether or not designated by a number or a word or words added before
or after the title “vice president.”


 






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“Voting Stock” of an entity
means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all
interests in such entity with the ability to control the management or actions of such entity.


 


 


Section 102.           Other
Definitions.


 


	Term
	Defined in Section

	“Act”	106
	“Agent
    Members”	312
	“Amendment”	407
	“Authentication
    Order”	303
	“Bankruptcy
    Law”	601
	“Certificate
    of Beneficial Ownership”	313
	“Change
    of Control Offer”	411
	“Covenant
    Defeasance”	1203
	“Custodian”	601
	“Declined
    Excess Proceeds”	408
	“Default
    Direction”	602
	“Defaulted
    Interest”	307
	“Defeasance”	1202
	“Defeased
    Notes”	1201
	“Directing
    Holder”	602
	“Distribution
    Compliance Period”	201
	“Event
    of Default”	601
	“Excess
    Proceeds”	408
	“Expiration
    Date”	106
	“Global
    Notes”	201
	“Indenture”	Preamble
	“Initial
    Agreement”	407
	“Initial
    Lien”	409
	“LCT
    Election”	120
	“LCT
    Test Date”	120
	“Minimum
    Denomination”	302
	“Note
    Register” and “Note Registrar”	305
	“Noteholder
    Direction”	602
	“Notice
    of Default”	601
	“Offer”	408
	“Permanent
    Regulation S Global Note”	201
	“Permitted
    Payment”	406
	“Physical
    Notes”	201
	“Position
    Representation”	602
	“Private
    Placement Legend”	203
	“Refinancing
    Agreement”	407
	“Refunding
    Capital Stock”	406
	“Regulation
    S Global Notes”	201
	“Regulation
    S Note Exchange Date”	313
	“Regulation
    S Physical Notes”	201
	“Reporting
    Date”	405
	“Restricted
    Payment”	406
	“Rule 144A
    Global Note”	201
	“Rule 144A
    Physical Notes”	201
	“Subsidiary
    Guaranteed Obligations”	1301
	“Successor
    Company”	501
	“Temporary
    Regulation S Global Note”	201
	“Termination
    Date”	412
	“Total
    Leverage Excess Proceeds”	408
	“Treasury
    Capital Stock”	406
	“Verification
    Covenant”	602


 






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Section 103.       Rules of
Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)            the
terms defined in this Indenture have the meanings assigned to them in this Indenture;


 


(2)        
    “or” is not exclusive;


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)            the
words “herein,” “hereof,” “hereto” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(5)            the
words “include,” “included” and “including,” as used herein, shall be deemed
in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase
 “but not limited to”;


 


(6)            words
in the singular include the plural, and words in the plural include the singular;


 


(7)            references
to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted
by the SEC from time to time;


 


(8)            any
reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture; and


 


(9)            notwithstanding
any provision of this Indenture, no provision of the TIA shall apply or be incorporated by reference into this Indenture or the Notes,
except as specifically set forth in this Indenture.


 


Section 104.       Compliance
Certificates and Opinions. Upon any application or request by the Company or by any other obligor upon the Notes (including any Subsidiary
Guarantor) to the Trustee to take any action under any provision of this Indenture, the Company or such other obligor (including any
Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under this
Indenture. Each such certificate or opinion shall be given in the form of one or more Officer’s Certificates, if to be given by
an Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of this Indenture. Notwithstanding
the foregoing, in the case of any such request or application as to which the furnishing of any Officer’s Certificate or Opinion
of Counsel is specifically required by any provision of this Indenture relating to such particular request or application, no additional
certificate or opinion need be furnished.


 






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Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 405) shall include:


 


(1)            a
statement that the individual signing such certificate or opinion has read such condition or covenant, as applicable, and the definitions
herein relating thereto;


 


(2)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)            a
statement that, in the opinion of such individual, he or she made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such condition or covenant, as applicable, has been complied with; and


 


(4)            a
statement as to whether, in the opinion of such individual, such condition or covenant, as applicable, has been complied with;


 


provided
that no Opinion of Counsel shall be required to be delivered in connection with the issuance of the Initial Notes on the date
hereof under this Indenture.


 


Section 105.       Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one
or several documents.


 


Any
certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information
with respect to such factual matters is in the possession of the Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous.


 


Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument.


 


Section 106.       Acts
of Holders; Record Dates.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company, as the
case may be. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive
in favor of the Trustee, the Company and any other obligor upon the Notes, if made in the manner provided in this Section 106.


 






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(b)           The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation
or a member of a partnership or other legal entity other than an individual, on behalf of such corporation or partnership or entity,
such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution
of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that the
Trustee deems sufficient.


 


(c)           The
ownership of Notes shall be proved by the Note Register.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Note shall bind every future Holder
of the same series of Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, suffered or omitted to be done by the Trustee, the Company or any other obligor upon the Notes in reliance
thereon, whether or not notation of such action is made upon such Note.


 


(e)


 


(i)            The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes of any series entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Notes of the applicable series; provided that the Company may not set a record date for,
and the provisions of this clause (i) shall not apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in clause (ii) below. If any record date is set pursuant to this clause (i), the Holders of Outstanding
Notes of the applicable series on such record date (or their duly designated proxies), and no other Holders, shall be entitled to take
the relevant action, whether or not such Persons remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Notes of the applicable series on such record date. Nothing in this clause (i) shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously been set pursuant to this clause (i) (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this
clause (i) shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Notes of the applicable series on the date such action is taken. Promptly after any record date is set pursuant to this clause (i),
the Company, at its expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder of Notes of the applicable series in the manner set forth in Section 108.


 


(ii)           The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes of any series entitled to join
in the giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602,
(C) any request to institute proceedings referred to in Section 607(ii) or (D) any direction
referred to in Section 611, in each case with respect to Notes of such series. If any record date is set pursuant to this
clause (ii), the Holders of Outstanding Notes of the applicable series on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Notes of the applicable series on such record date. Nothing in this clause (ii) shall be construed
to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this
clause (ii) (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and
of no effect), and nothing in this clause (ii) shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Notes of the applicable series on the date such action is taken. Promptly after any record
date is set pursuant to this clause (ii), the Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Notes of the
applicable series in the manner set forth in Section 108.


 






    45


     


    

 


(iii)          With
respect to any record date set pursuant to this Section 106, the party hereto that sets such record dates may designate any
day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Company or the Trustee,
whichever such party is not setting a record date pursuant to this Section 106(e) in writing, and to each Holder of
Notes of the applicable series in the manner set forth in Section 108, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant to this Section 106, the party hereto that
set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this clause (iii). Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable record date.


 


(iv)          Without
limiting this Section 106, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may
do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such principal amount.


 


(v)           Without
limiting the generality of this Section 106, a Holder, including the Depositary, that is the Holder of a Global Note, may
make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders, and the Depositary, as the Holder
of a Global Note, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s
standing instructions and customary practices.


 


(vi)          The
Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held
by the Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made,
given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, shall be entitled to make, give or take such request, demand, authorization direction, notice consent, waiver
or other Act, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such record date.


 






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Section 107.       Notices, etc.,
to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:


 


(1)            the
Trustee by any Holder or by the Company or by any other obligor upon the Notes shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at CTSO Mail Operations, 600 South Fourth Street, 7th Floor, MAC:
N9300-070, Minneapolis, MN 55415, Attention: Theresa Hempeck/Hertz Corporation Administrator (telephone: (613) 401-7465) or at any other
address furnished in writing to the Company by the Trustee; or


 


(2)            the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage
prepaid, to the Company at The Hertz Corporation, 8501 Williams Road, Estero, Florida 33928, Attention: M. David Galainena, Executive
Vice President, General Counsel and Secretary; with a copy to White & Case LLP, 1221 Avenue of the Americas, New York,
New York 10020, Attention: Jonathan Michels, Esq. (telephone: (212) 819-8661; telecopier: (212) 354-8113), or at any other address
previously furnished in writing to the Trustee by the Company.


 


(3)           The
Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.


 


Section 108.       Notices
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight air courier guaranteeing
next day delivery, to each Holder affected by such event, at such Holder’s address as it appears in the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders.


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case, by reason of the suspension of regular
mail service, or by reason of any other cause, it shall be impossible to mail notice of any event as required by any provision of this
Indenture, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall
constitute a sufficient notification for every purpose hereunder.


 


Notwithstanding any other provision of this Indenture
or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a
Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its
designee) pursuant to the customary procedures of such Depositary (including delivery by electronic mail).


 


Section 109.       Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 110.       Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed
or not. All agreements of the Trustee in this Indenture shall bind its successors.


 






    47


     


    

 


Section 111.       Separability
Clause. In case any provision in this Indenture or in any Note shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 112.       Benefits
of Indenture. Nothing in this Indenture or in any Note, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 113.       GOVERNING
LAW; WAIVER OF JURY TRIAL. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE
TO SUBMIT TO THE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 114.       Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Indenture or of such Notes) payment of interest or principal
and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next day that is a Business Day with
the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity, and no interest shall
accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such next succeeding Business Day.


 


Section 115.       No
Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders. No director, officer, employee, incorporator
or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation
of the Company or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in
respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting the Notes, waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.


 


Section 116.       Exhibits
and Schedules. All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as if herein
set forth in full.


 


Section 117.       Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or
other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be
used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic
means shall be deemed to be their original signatures for all purposes. The words “signed”, “signature” and words
of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include
electronic signatures.


 






    48


     


    

 


This Indenture (or to any
document delivered in connection with this Indenture) shall be valid, binding, and enforceable against a party only when executed and
delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic
Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant
electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”);
(ii) an original manual signature; or (iii) a faxed, scanned or photocopied manual signature. Each electronic signature or
faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof.


 


Section 118.       U.S.A.
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee
to satisfy the requirements of the U.S.A. PATRIOT Act.


 


Section 119.       Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any act or provision of
any present or future law or regulation or governmental authority, strikes, work stoppages, labor disputes, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes, disease, epidemic or pandemic, quarantine, national emergency
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, communications
system failure, malware or ransomware or unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds
transfer systems or unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 120.       Limited
Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction and any related
transactions (including any financing, Incurrence or Discharge of Indebtedness and the use of proceeds of any such Incurrence),
for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified
Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall,
at the election of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable,
exists on the date a definitive agreement for such Limited Condition Transaction is entered into or irrevocable notice of redemption,
repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not
as of any later date as would otherwise be required under this Indenture. For the avoidance of doubt, if the Company has exercised its
option under the first sentence of this Section 120, and any Default or Event of Default occurs following the date the definitive
agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance,
satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, and prior to the consummation
of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for
purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.


 






    49


     


    

 


In connection with any action being taken in connection
with a Limited Condition Transaction, for purposes of:


 


(i)             determining
compliance with any provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured
Leverage Ratio or the Consolidated Total Corporate Leverage Ratio;


 


(ii)            determining
compliance with any baskets or ratios set forth in this Indenture; or


 


(iii)           determining
whether any such Limited Condition Transaction and any related transactions (including any financing, Incurrence or Discharge of
Indebtedness and the use of proceeds of any such Incurrence) complies with the covenants or agreements contained in this Indenture,


 


in each case, at the option of the Company (the Company’s election
to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination
of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition
Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition
Transaction and any related transactions (including any Incurrence or Discharge of Indebtedness and the use of proceeds of any such Incurrence)
as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Company ending prior to the LCT Test
Date for which consolidated financial statements of the Company are available, the Company could have taken such action on the relevant
LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance
of doubt, if the Company has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested
as of the LCT Test Date are exceeded as a result of fluctuations in any such basket, ratio or amount (including due to fluctuations in
Consolidated EBITDA of the Company or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate)
subsequent to such date of calculation or determination and, at or prior to the consummation of the relevant Limited Condition Transaction,
such basket, ratio or amount will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made an LCT
Election for any Limited Condition Transaction permitted under this Indenture, then in connection with any subsequent calculation of
any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers,
the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted
Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction
is consummated or the definitive agreement for such Limited Condition Transaction expires or is terminated without consummation of such
Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction
and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.


 


Section 121.       Measuring
Compliance


 


If (a) any of the baskets set forth in this Indenture are exceeded
solely as a result of fluctuations to LTM Consolidated EBITDA for the most recently completed fiscal quarter after the last time such
baskets were calculated for any purpose under this Indenture, such baskets will not be deemed to have been exceeded solely as a result
of such fluctuations or (b) any baskets is exceeded or any undertaking would be breached, or any event that would constitute a Default
or an Event of Default, in each case, solely as a result of fluctuations in applicable currency exchange rates, shall not be deemed to
be exceeded, untrue, inaccurate, breached, exceeded or so constituted, as applicable, solely as a result of such fluctuations in currency
exchange rates.


 






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With respect to any amounts incurred or transactions entered into
(or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio or test (including,
without limitation, the Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts (but excluding
any amounts incurred under any revolving facility unless such Indebtedness has been permanently repaid and has not been replaced), the
 “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance
on a provision in this Indenture that requires compliance with a financial ratio or test (including a test based on the Consolidated
Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”),
it is understood and agreed that (i) the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable
to the Incurrence-Based Amounts, and (ii) except as provided in clause (i), pro forma effect shall be given to all applicable and
related transactions (including the use of proceeds of all applicable Indebtedness incurred and any repayments, repurchases and redemptions
of Indebtedness) and all other adjustments as to which pro forma effect may be given under this Indenture.


 


Notwithstanding anything to the contrary herein, in the event any
item of Lien, Permitted Lien or Restricted Payment or other transaction or action (any of the foregoing in a single transaction or a
series of substantially concurrent related transactions) meets the criteria of one or more than one categories (or subcategories within
any category) of exceptions, thresholds or baskets under this Indenture (including within any defined terms), including any financial
ratio-based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, the Consolidated Total Corporate Leverage Ratio
or the Consolidated Secured Leverage Ratio), the Company shall, in its sole discretion, be entitled to divide and classify and later
re-divide and reclassify on or more occasions (based on circumstances existing on the date of any such re-division and reclassification)
any such item of Lien, Permitted Lien, Restricted Payment or other transaction or action, in whole or in part, among one or more than
one categories (or subcategories within any category) of exceptions, thresholds or baskets under this Indenture.


 


If any item of Indebtedness or Preferred Stock, Lien, Permitted Lien,
Restricted Payments or other transaction or action (or any portion of the foregoing) previously divided and classified (or re-divided
and reclassified) as set forth above under any category (or subcategories within any category) of non-financial ratio based exceptions,
thresholds or baskets could subsequently be re-divided and reclassified under a category (or subcategories within any category) of financial
ratio based exceptions, thresholds or baskets (including the Consolidated Coverage Ratio, Consolidated Total Corporate Leverage Ratio
or Consolidated Secured Leverage Ratio), such re-division and reclassification shall be deemed to occur automatically and such item of
Lien, Permitted Lien, Restricted Payment or other transaction or action (or any portion of the foregoing) shall cease to be deemed made
or outstanding for purposes of any category (or subcategories within any category) of exceptions, thresholds and baskets that are not
financial ratio-based. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof)
is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Consolidated
Coverage Ratio, Consolidated Total Corporate Leverage Ratio or Consolidated Secured Leverage Ratio, such ratio(s) shall be calculated
without regard to the incurrence of any Indebtedness under any revolving facility (1) prior to or in connection therewith or (2) used
to finance working capital needs of the Company and its Restricted Subsidiaries.


 


If any item of Indebtedness, Lien, Permitted Lien, Restricted Payment
or other transaction or action (any of the foregoing in a single transaction or a series of substantially concurrent related transactions)
is incurred, issued, taken or consummated in reliance on categories (or subcategories within any category) of exceptions, thresholds
or baskets measured by reference to a percentage of LTM Consolidated EBITDA on the relevant testing date pursuant to this Indenture,
and such Indebtedness, Lien, Permitted Lien, Restricted Payment or other transaction or action (including in connection with refinancing
thereof) would subsequently exceed the applicable percentage of LTM Consolidated EBITDA if calculated based on the LTM Consolidated EBITDA
on a later date (including the date of any refinancing), such percentage of LTM Consolidated EBITDA will not be deemed to be exceeded
(and in the case of refinancing any Indebtedness, to the extent the principal amount or the liquidation preference of such newly incurred
or issued Indebtedness or Preferred Stock does not exceed the maximum principal amount, liquidation preference or amount of Permitted
Refinancing Indebtedness in respect of the Indebtedness, Disqualified Stock or Preferred Stock being refinanced, extended, replaced,
refunded, renewed or defeased).


 






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Article II


 


NOTE
FORMS


 


Section 201.       Forms
Generally. (a) The Initial Notes and Initial Additional Notes and the Trustee’s certificate of authentication relating
thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A annexed
hereto (as such forms may be modified in accordance with Section 301). Any Additional Notes that are not Initial Additional
Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced,
in this Article II and Exhibit A annexed hereto (as such forms may be modified in accordance with Section 301).
The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture
and may have imprinted or otherwise reproduced thereon such legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the
Officers of the Company executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its
authentication. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.


 


Initial Notes and any Initial Additional Notes
offered and sold in reliance on Rule 144A shall, unless the Company otherwise notifies the Trustee in writing, be issued in the
form of one or more permanent global Notes in substantially the form set forth in Exhibit A hereto (as such form may be modified
in accordance with Section 301), except as otherwise permitted herein. Such global Notes shall be referred to collectively
herein as the “Rule 144A Global Notes.” The Rule 144A Global Notes shall be deposited with the Trustee,
as custodian for the Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Rule 144A Global Note
may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided.


 


Initial
Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act
shall, unless the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially
the form set forth in Exhibit A hereto (as such form may be modified in accordance with Section 301), except
as otherwise permitted herein. Such global Notes will be referred to collectively herein as the “Temporary Regulation S
Global Notes.” The Temporary Regulation S Global Notes shall be deposited with the Trustee, as custodian for the
Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly
executed by the Company and authenticated by the Trustee as hereinafter provided.


 


Following the expiration of the distribution compliance
period set forth in Regulation S (the “Distribution Compliance Period”) with respect to any Temporary Regulation S
Global Note, beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312
and 313 for beneficial interests in one or more permanent Global Notes in substantially the form set forth in Exhibit A
hereto (as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global
Notes will be referred to collectively herein as the “Permanent Regulation S Global Notes.” The Permanent Regulation S
Global Notes and the Temporary Regulation S Global Notes shall be referred to collectively herein as the “Regulation S
Global Notes.” The Permanent Regulation S Global Notes shall be deposited with the Trustee, as custodian for the Depositary
or its nominee for credit to the account of an Agent Member and shall be duly executed by the Company and authenticated by the Trustee
as hereinafter provided. Simultaneously with the authentication of a Permanent Regulation S Global Note, the Trustee shall cancel
the related Temporary Regulation S Global Note. The aggregate principal amount of a Regulation S Global Note may from time
to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided.


 






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Subject to the limitations on the issuance of
certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional Notes issued pursuant
to Section 305 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall
be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (as such form may
be modified in accordance with Section 301) (the “Rule 144A Physical Notes”) or (y) in
a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S
Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto
(as such form may be modified in accordance with Section 301) (the “Regulation S Physical Notes”)
as hereinafter provided.


 


The Rule 144A Physical Notes and Regulation S
Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305,
306 or 1006, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global
Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1006. The Rule 144A Physical
Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this
Indenture, are sometimes collectively herein referred to as the “Physical Notes.” The Rule 144A Global Notes
and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture,
are sometimes collectively referred to as the “Global Notes.”


 


Section 202.       Form of
Trustee’s Certificate of Authentication. The Notes will have endorsed thereon a Trustee’s certificate of authentication
in substantially the following form:


 


This is one of the Notes referred to in the within
mentioned Indenture.


 


	 	COMPUTERSHARE
    TRUST COMPANY, N.A.,
	 	as Trustee



 


	 	By:	 
	 	 	Authorized
    Signatory
	Dated:	 	 




 


If an appointment of an Authenticating Agent is
made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication,
an alternative certificate of authentication in substantially the following form:


 


This is one of the Notes referred to in the within
mentioned Indenture.


 


 


	 	COMPUTERSHARE
    TRUST COMPANY, N.A.,
	 	as Trustee



 


	 	By:	 
	 	 	As
    Authenticating Agent




 


	 	By:	 
	 	 	As
    Authorized Signatory
	Dated:	 	 







 






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Section 203.       Restrictive
and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the following legend set forth below (the “Private Placement Legend”) on the face thereof until the Private Placement
Legend is removed or not required in accordance with Section 313(d):


 


“THIS NOTE (OR ITS PREDECESSOR) HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
AS SET FORTH IN THE NEXT SENTENCE.


 


BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL”
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT (AN “ACCREDITED INVESTOR”)), (2) AGREES THAT IT WILL NOT WITHIN [ONE YEAR—FOR NOTES ISSUED
PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF
THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, THE SUBSIDIARY GUARANTORS OR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
(B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING
THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE
A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN
IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (C) TO
(F) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IF BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 






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AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”
AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING
THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”


 


Each Global Note, whether or not an Initial Note,
shall also bear the following legend on the face thereof:


 


“UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN).”


 


Each Temporary Regulation S Global Note shall
also bear the following legend on the face thereof:


 


“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS
IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER
NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL
THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION
S UNDER THE SECURITIES ACT). DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION
S GLOBAL NOTE MAY NOT BE SOLD, PLEDGED OR TRANSFERRED TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.”


 






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Article III


 


THE
NOTES


 


Section 301.            Amounts
Unlimited; Issuable in Series. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under
this Indenture is not limited. The Notes may be issued from time to time in one or more series. Except as provided in Section 902,
all Notes will vote (or consent) as a single class with the other Notes of such series and otherwise be treated as Notes for all purposes
of this Indenture.


 


With respect to each series of Notes issued hereunder,
the following matters shall be established in or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established
in one or more Notes Supplemental Indentures:


 


(1)            the
title (which shall distinguish the Notes of that particular series from the Notes of any other series);


 


(2)            any
limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture (except
for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the series
pursuant to Section 304, 305, 306, 312(c), 312(d) or 1006);


 


(3)            the
date or dates on which the principal of and premium, if any, on the Notes of the series is payable or the method of determination and/or
extension of such date or dates, and the amount or amounts of such principal and premium, if any, payments and methods of determination
thereof;


 


(4)            the
rate or rates at which the Notes of the series shall bear interest, if any, or the method of calculating and/or resetting such rate or
rates of interest, if any, the date or dates from which such interest shall accrue or the method by which such date or dates shall be
determined, and the Interest Payment Dates on which any such interest shall be payable;


 


(5)            the
period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series (i) may
be redeemed, in whole or in part, at the option of the Company, if the Company is to have the option or (ii) shall be redeemed,
in whole or in part, upon the occurrence of specified events, if the Notes shall be subject to a mandatory redemption provision;


 


(6)            if
other than the principal amount thereof, the portion of the principal amount of Notes of the series that shall be payable upon declaration
of acceleration of maturity thereof pursuant to Section 602 or the method by which such portion shall be determined;


 


(7)            in
the case of any Notes, other than Initial Notes, any addition to or change in the Events of Default which apply to any Notes of the series
and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable
pursuant to Section 602;


 


(8)            in
the case of any Notes, other than Initial Notes, any addition to or change in the covenants set forth in Articles IV and V;
and


 


(9)            in
the case of any Notes, other than Initial Notes, any addition to or change in the definitions in Section 101 related to additions
or changes contemplated by the foregoing clauses (7) and (8).


 






    56 


     


    

 


The form of the Notes of such series, as set forth
in Exhibit A, may be modified to reflect such matters as so established in such Notes Supplemental Indenture.


 


Such matters may also be established in a Notes
Supplemental Indenture for any Additional Notes issued hereunder that are to be of the same series as any Notes previously issued hereunder.
Notes that have the same terms described in the foregoing clauses (1) through (9) will be treated as the same series, unless
otherwise designated by the Company.


 


Section 302.            Denominations.
The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 (the “Minimum
Denomination”) and integral multiples of $1,000 in excess thereof.


 


Section 303.            Execution,
Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature
of any such Officer on the Notes may be manual or by facsimile.


 


Notes bearing the manual or facsimile signature
of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding that such individual has ceased
to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of original issuance
of such Notes.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Notes, executed by the Company, to the Trustee for authentication; and the Trustee
shall authenticate and deliver (i) 2026 Notes for original issue in the aggregate principal amount of $500.0 million, (ii) 2029
Notes for original issue in the aggregate principal amount of $1,000.0 million, and (iii) Additional Notes in one or more
series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original
issue in aggregate principal amounts specified by the Company, in each case specified in clauses (i), (ii) and (iii) above,
upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”).
Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any,
whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical
Notes and such other information as the Company may include or the Trustee may reasonably request; provided, that if any Additional
Notes are not fungible with the Initial Notes of a series for U.S. federal income tax purposes, such Additional Notes shall have a separate
 “CUSIP,” “ISIN,” “Common Code” or other similar identification number, if any, from the Initial Notes
of such series, as specified by the Company.


 


All Notes shall be dated the date of their authentication.


 


No Note shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered hereunder.


 


Section 304.            Temporary
Notes. Until definitive Notes are ready for delivery, the Company may prepare and, upon receipt of an Authentication Order, the Trustee
shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that
the Company considers appropriate for temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared
without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes the Company shall execute and upon receipt of an Authentication Order the
Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until
so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of the
same series and tenor.


 






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Section 305.            Registrar
and Paying Agent. With respect to the Notes of each series, the Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (each such register being herein sometimes referred to as the “Note Register”) at an office or agency
for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Notes of such series and of transfers of Notes of such series. Such office or agency shall be the “Note Registrar”
for that series of Notes. The Company may have one or more co-registrars, and the term “Note Registrar” includes any
co-registrars.


 


The Company shall also maintain, with respect to
the Notes of each series, an office or agency within the United States where Notes of such series may be presented for payment; provided,
however, that at the option of the Company payment of interest on a Note may be made by wire transfer of immediately available
funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled
thereto as such address shall appear in the Note Register. The Company may have one or more additional paying agents, and the term “Paying
Agent” includes any additional Paying Agent.


 


The
Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes until
such time as it has resigned or a successor has been appointed. The Company may change the Paying Agent or Note Registrar for any series
of Notes without prior notice to the Holders of Notes. The Company may enter into an appropriate agency agreement with any Note Registrar
or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate
to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to appoint
or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 707. The Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent,
Note Registrar or transfer agent.


 


Upon surrender for transfer of any Note of any
series at the office or agency of the Company in a Place of Payment for such series, in compliance with all applicable requirements of
this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal
amount.


 


At the option of the Holder, Notes of any series
may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Notes to be exchanged at the office or agency for such series. Whenever any Notes are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to
receive.


 


All Notes issued upon any transfer or exchange
of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitling the Holders thereof to the same benefits
under this Indenture, as the Notes surrendered upon such transfer or exchange.


 


Every Note presented or surrendered for transfer
or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized
in writing.


 






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In connection with any proposed transfer outside
the book-entry system, the transferor shall also provide or cause to be provided to the Trustee all information in its possession that
is reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any
cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall
have no responsibility to verify or ensure the accuracy of such information.


 


No service charge shall be made for any registration
of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental
charge that may be imposed in connection therewith.


 


The Company shall not be required (i) to
issue, transfer or exchange Notes of any series during a period beginning at the opening of business 15 Business Days before the
day of the mailing of a notice of redemption (or purchase) of Notes of that series selected for redemption (or purchase) under Section 1002
and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any such Notes so selected
for redemption (or purchase) in whole or in part.


 


Section 306.            Mutilated,
Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that
the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if
the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company
or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar
does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior
to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Company or the Trustee. If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect
the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar from any loss
that any of them may suffer if a Note is replaced.


 


In case any such mutilated, destroyed, lost or
stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such
Note.


 


Upon the issuance of any new Note under this Section 306,
the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued pursuant to this Section 306
in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Notes of such series duly issued hereunder.


 


The provisions of this Section 306
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


Section 307.            Payment
of Interest; Rights to Interest Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date (whether or not a Business Day) for such interest specified in Section 4 of the applicable
Notes Supplemental Indenture.


 






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Unless otherwise specified for Notes of any series
in the applicable Notes Supplemental Indenture, as contemplated by Section 301, any interest on any Note that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder;
and such Defaulted Interest may be paid by the Company, at its election, as provided in clause (1) or (2) below:


 


(1)            The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be
paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee or Paying Agent
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
reasonably satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered
on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)            The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Trustee and the Paying Agent of the proposed payment pursuant to this clause (2), such payment shall be deemed practicable
by the Trustee.


 


Subject to the foregoing provisions of this Section 307,
each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note of the same series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note of such series.


 


Section 308.            Persons
Deemed Owners. The Company, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person
in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any),
and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue,
and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall be affected by notice
to the contrary.


 


Section 309.            Cancellation.
All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Notes held
by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention requirements
of the Exchange Act).


 






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Section 310.            Computation
of Interest. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated by
Section 301, interest on the Notes shall be computed on the basis of a 360-day year of twelve 30 day months.


 


Section 311.            CUSIP
Numbers, ISINs, etc. The Company in issuing the Notes may use “CUSIP” numbers, “ISINs” and/or “Common
Code” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs and/or Common Code numbers
in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes, that reliance may be
placed only on the other elements of identification printed on the Notes, and that any redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP number, but any failure to notify
the Trustee shall not constitute a Default or an Event of Default by the Company.


 


Section 312.            Book-Entry
Provisions for Global Notes.


 


(a)            Each
Global Note initially shall be (i) registered in the name of the Depositary for such Global Note or the nominee of such Depositary,
in each case for credit to the account of an Agent Member, and (ii) delivered to the Trustee as custodian for such Depositary.
Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by
the Depositary, or its custodian, or under such Global Notes. The Depositary may be treated by the Company, any other obligor upon the
Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from
giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note.


 


(b)            Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not
in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred
or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made
pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures
of the Depositary and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes
set forth in Section 313(c), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial
interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable
to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the
Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act and a successor depositary is not appointed
within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical
Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received
a written request from the Depositary to issue Physical Notes.


 






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(c)             In
connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical
Notes pursuant to Section 312(b), the Note Registrar shall record on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized
denominations.


 


(d)            In
connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary, Euroclear or Clearstream, as the case may be, in exchange for its
beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Rule 144A Physical Notes (in
the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case
may be, of authorized denominations.


 


(e)             The
transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary,
Euroclear or Clearstream, as the case may be. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes
delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become
an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial
interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the procedures of the Depositary,
Euroclear or Clearstream, as applicable, containing information regarding the participant account of the Depositary to be credited with
a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such
instructions, instruct the Depositary, Euroclear or Clearstream, as applicable, to credit to the account of the Person specified in such
instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest
in the Global Note being transferred.


 


(f)             Any
Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(b) shall, unless such exchange
is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203
and Section 313, bear the Private Placement Legend.


 


(g)            Notwithstanding
the foregoing, during the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be held only through
Euroclear or Clearstream, or designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance
with the applicable provisions of Section 313.


 


(h)            The
Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.


 


(i)             Neither
the Trustee nor any agent of the Trustee shall have any responsibility or liability for any action taken by, or any failure to act by,
the Depositary.


 






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(j)             The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
participants in the Depositary or beneficial owners of interests in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Section 313.            Special
Transfer Provisions.


 


(a)             Transfers
to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that
is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable
requirements of this Indenture (including Section 305) and:


 


(i)              if
(x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the
proposed transferor has delivered to the Note Registrar, the Company and the Trustee a Regulation S Certificate and, unless otherwise
agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the
Trustee; and


 


(ii)            if
the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note
Registrar, the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required
by clause (i) above and (y) written instructions given in accordance with the procedures of the Note Registrar and
of the Depositary;


 


whereupon (A) the Note Registrar shall reflect on its books
and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount
of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred,
and (B) either (1) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest
in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal
amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or
(2) otherwise the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like
tenor and amount.


 


(b)            Transfers
to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted
Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other
applicable requirements of this Indenture (including Section 305) and:


 


(i)             if
such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise
certified to the Note Registrar, the Company and the Trustee in writing, that the sale has been made in compliance with the provisions
of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified
to Note Registrar, the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that
the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;
and


 






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(ii)            if
the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced
by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an
interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the procedures
of the Note Registrar and of the Depositary, Euroclear or Clearstream, as applicable, whereupon the Note Registrar shall reflect on its
books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount
of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical
Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note,
as the case may be.


 


(c)             Limitation
on Issuance of Physical Notes. No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance
with Section 312 and this Section 313.


 


A beneficial owner of an interest in a Temporary
Regulation S Global Note (and, in the case of any Additional Notes for which no Temporary Regulation S Global Note is issued, any Regulation
S Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case of such interest in a Temporary Regulation
S Global Note) an interest in a Permanent Regulation S Global Note until a date, which must be after the expiration of the Distribution
Compliance Period, on which the Company receives a certificate of beneficial ownership substantially in the form of Exhibit B
from such beneficial owner (a “Certificate of Beneficial Ownership”). Such date, as it relates to a Regulation S Global
Note, is herein referred to as the “Regulation S Note Exchange Date.”


 


(d)            Private
Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested
transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of
the Company after there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Company)
to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange
Date with respect to such Regulation S Global Note) or Regulation S Physical Note (for the avoidance of doubt, after the Distribution
Compliance Period), in each case with the agreement of the Company, or (iv) such Notes are sold or exchanged pursuant to an
effective registration statement under the Securities Act.


 


(e)            Other
Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the Company to do so, a transfer not
otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable provisions
of this Section 313, upon the furnishing by the proposed transferor or transferee of a written opinion of counsel (which opinion
and counsel are satisfactory to the Company) to the effect that, and such other certifications or information as the Company or the Trustee
may require (including, in the case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under
Regulation D promulgated under the Securities Act), a certificate substantially in the form of Exhibit E) to confirm
that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.


 


A Note that is a Restricted Security may not be
transferred other than as provided in this Section 313. A beneficial interest in a Global Note that is a Restricted Security
may not be exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with this Section 313.


 






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(f)             General.
By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer
of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided
in this Indenture.


 


The Note Registrar shall, subject to its retention
policies, retain copies of all letters, notices and other written communications received pursuant to Section 312 or this
Section 313 (including all Notes received for transfer pursuant to this Section 313). The Company shall have the
right to require the Note Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices or
other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.


 


In connection with any transfer of any Note, the
Trustee, the Note Registrar and the Company shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume
the correctness of, and shall be fully protected in conclusively relying upon, the certificates, opinions and other information referred
to herein (or in the forms provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee
of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive
such Note and any other facts and circumstances related to such transfer.


 


Section 314.            Treasury
Notes. In determining (i) whether the Holders of the required principal amount of Notes have concurred in any request,
demand, authorization, notice, direction, amendment, supplement, waiver or consent, Notes owned of record or beneficially by the Company
or any Subsidiary of the Company or any other obligor on the Notes shall be considered as though they are not outstanding (but the Notes
owned of record or beneficially by any other Affiliates shall be deemed outstanding for all purposes under this Indenture) and (ii) whether
the Trustee shall be protected in relying on any such request, demand, authorization, notice, direction, amendment, supplement, waiver
or consent, only Notes owned by the Company, its Subsidiaries or any other obligor on the Notes which the Trustee knows are so owned shall
be considered as though they are not outstanding.


 


Article IV


 


COVENANTS


 


Section 401.            Payment
of Principal, Premium and Interest. The Company shall duly and punctually pay the principal of (and premium, if any) and interest
on the Notes in accordance with the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on the
Notes shall be considered paid on the date due if the Company shall have deposited with the Paying Agent (if other than the Company or
a wholly-owned Domestic Subsidiary of the Company) as of 12:00 p.m., New York City time, on the due date money in immediately available
funds and designated for and sufficient to pay all principal amount (and premium, if any) and interest then due. At the option of the
Company, payment of Interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company
by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note
Register.


 






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Section 402.            Maintenance
of Office or Agency.


 


(a)            With
respect to each series of Notes, the Company shall maintain in the United States one or more offices or agencies where Notes of such series
may be presented or surrendered for payment, where Notes of such series may be surrendered for transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes of such series relating thereto and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any
time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that no service of
legal process may be made against the Company at any office of the Trustee.


 


(b)            The
Company may also from time to time designate one or more other offices or agencies where the Notes of each series may be presented or
surrendered for any or all purposes and may from time to time rescind such designations.


 


The Company hereby designates the Corporate Trust
Office of the Trustee as such office or agency of the Company where Notes may be presented or surrendered for payment or for transfer
or exchange for so long as such Corporate Trust Office remains a Place of Payment in accordance with Section 305 hereof.


 


Section 403.            Money
for Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Notes,
it shall, on or before 12:00 p.m., New York City time, on each due date of the principal of (and premium, if any) or interest on any of
the Notes of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided,
and shall promptly notify the Trustee of its action or failure so to act.


 


If the Company is not acting as its own Paying
Agent with respect to any series of Notes, it shall, on or prior to 12:00 p.m., New York City time, on each due date of the principal
of (and premium, if any) or interest on any Notes of such series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act.


 


If the Company is not acting as its own Paying
Agent, the Company shall cause any Paying Agent for any series of Notes other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such
Paying Agent shall:


 


(1)             hold
all sums held by it for the payment of principal of (and premium, if any) or interest on Notes of such series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this
Indenture;


 


(2)             give
the Trustee written notice of any default by the Company (or any other obligor upon the Notes of such series) in the making of any such
payment of principal (and premium, if any) or interest;


 


(3)             at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and


 


(4)             acknowledge,
accept and agree to comply in all respects with the provisions of this Indenture relating to the duties, rights and liabilities of such
Paying Agent.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms
as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money.


 






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Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Note of any
series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an applicable abandoned property
law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.


 


Section 404.            SEC
Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or
15(d) of the Exchange Act, the Company shall file with the SEC (unless such filing is not permitted under the Exchange Act or by
the SEC), so long as any series of the Notes is outstanding, the annual reports, information, documents and other reports that the Company
is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company
were so subject to SEC reporting requirements as a non-accelerated filer.


 


The Company will be deemed to have satisfied the
requirements of this Section 404 if any Parent files reports, documents and information of the types otherwise so required,
in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company,
then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail
the differences between the information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to
the Company and its Subsidiaries on a standalone basis, on the other hand.


 


If any audited or reviewed financial statements
or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s
or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and
regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing, elect to make a filing on an alternative
form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required
audited or reviewed financial statements or information; provided that (a) the Company or such Parent shall in any
event be required to make such filing no later than the first anniversary of the date on which the same was otherwise required pursuant
to the preceding provisions of this Section 404 (such initial date, the “Reporting Date”) and (b) if
the Company or such Parent makes such an election and such filing has not been made, within 90 days after such Reporting Date, liquidated
damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier
of (x) the date on which such filing has been made, and (y) the first anniversary of such Reporting Date (provided
that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by
the Company).


 


Reports by the Company or Subsidiary Guarantors
delivered to the Trustee are for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, its compliance with the covenants or with
respect to any reports or other documents filed with the SEC or EDGAR or any website under this Indenture, or participate in any conference
calls.


 






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The Trustee shall have no obligation to determine
whether or not such information, documents or reports have been filed pursuant to the SEC’s EDGAR filing system (or its successor)
or postings to any website have occurred.


 


Section 405.            Statement
as to Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company commencing
with the Company’s fiscal year ending December 31, 2021, an Officer’s Certificate to the effect that to the best knowledge
of the signer thereof (on behalf of the Company) the Company is or is not in Default in the performance and observance of any of the terms,
provisions and conditions of this Indenture applicable to the Company (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in Default, specifying all such Defaults and the nature and status thereof of which such
signer may have knowledge.


 


Section 406.            Limitation
on Restricted Payments.


 


		(a)	The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:



 


		(i)	declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection
with any merger or consolidation to which the Company is a party) except (x) dividends or distributions payable solely in
its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any Restricted
Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock
on no more than a pro rata basis, measured by value);



 


		(ii)	purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or
a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock
represents a portion of the exercise price thereof);



 


		(iii)	voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than Subordinated Obligations owed to the Company
or to a Restricted Subsidiary and other than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value
in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of
the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or



 


		(iv)	make any Restricted Investment,



 


any such dividend, distribution, purchase, repurchase, redemption,
defeasance, other acquisition or retirement or Restricted Investment being herein referred to as a “Restricted Payment.”


 






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		(b)	The provisions of Section 406(a) do not prohibit any of the following (each, a “Permitted Payment”):



 


		(i)	(x) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company
(“Treasury Capital Stock”) or Subordinated Obligations made by exchange (including any such exchange pursuant to the
exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or
out of the proceeds of the issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary) (“Refunding Capital Stock”) or a capital contribution to the Company, in each case
other than Excluded Contributions and (y) if immediately prior to such acquisition or retirement of such Treasury Capital
Stock, dividends thereon were permitted pursuant to Section 406(b)(xiv), dividends on such Refunding Capital Stock in an aggregate
amount per annum not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock;



 


		(ii)	any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (w) made
by exchange for, or out of the proceeds of the Incurrence of, Indebtedness of the Company or any Restricted Subsidiary, (x) from
Net Available Cash or an equivalent amount to the extent permitted by Section 408, (y) following the occurrence
of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall
have complied with Section 411, and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the
Notes required thereby, prior to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired Indebtedness;



 


		(iii)	any dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof,
as applicable, if at such date of declaration or notice, such dividend or redemption would have complied with this Section 406;



 


		(iv)	Restricted Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;



 


		(v)	cash dividends or cash redemption payments to or in respect of the Series A Preferred Stock (“Preferred Stock Restricted
Payments”) with the net cash proceeds of unsecured Indebtedness incurred; provided that at the time of such Preferred Stock
Restricted Payment and after giving effect thereto on a pro forma basis (A) the Consolidated Total Corporate Leverage Ratio
would be equal to or less than 4.00:1.00 as of the last day of the Most Recent Four Quarter Period (as long as such Preferred Stock Restricted
Payment is made substantially contemporaneously with the issuance of such Indebtedness) and (B) no Event of Default shall
have occurred and be continuing (or would result therefrom);



 






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		(vi)	loans, advances, dividends or distributions by the Company to any Parent (whether made directly or indirectly) to permit any Parent
to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments
by the Company to repurchase or otherwise acquire Capital Stock of any Parent or the Company (including any options, warrants or other
rights in respect thereof), in each case from current or former Management Investors (including any repurchase or acquisition by reason
of the Company or any Parent retaining any Capital Stock, option, warrant or other right in respect of tax withholding obligations, and
any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to exceed an amount
(net of repayments of any such loans or advances and net of any amount thereof repurchased or otherwise acquired due to death, termination,
retirement, or disability or stockholder incentive plan) equal to (x) the greater of $135.0 million and 10.0% of LTM
Consolidated EBITDA per fiscal year (with any unused amounts being permitted to be carried forward to succeeding fiscal years), plus (y) the
Net Proceeds received by the Company since the Issue Date from, or as a capital contribution from, the issuance or sale to Management
Investors of Capital Stock (including any options, warrants or other rights in respect thereof), plus (z) the cash proceeds
of key man life insurance policies received by the Company or any Restricted Subsidiary (or by any Parent and contributed to the Company)
since the Issue Date; provided that any cancellation of Indebtedness owing to the Company or any Restricted Subsidiary by any current
or former Management Investor in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants
or other rights in respect thereof) from any current or former Management Investor shall not constitute a Restricted Payment for purposes
of this Section 406 or any provision of this Indenture;



 


		(vii)	Restricted Payments following a Qualified IPO in an amount not to exceed in any fiscal year of the Company the sum of (x) 7.0%
of the aggregate gross proceeds received by the Company (whether directly, or indirectly through a contribution to common equity capital)
in or from such Qualified IPO and (y) 7.0% of Market Capitalization;



 


		(viii)	Restricted Payments (including loans or advances) made since the Issue Date in an aggregate amount outstanding at any time not to
exceed an amount (net of repayments of any such loans or advances) equal to the sum of (x) the greater of $1,050.0 million
and 80.0% of LTM Consolidated EBITDA plus (y) 50.0% of Consolidated Net Income accrued during the period (treated as one accounting
period) beginning on July 1, 2021 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment
for which consolidated financial statements of the Company are available (or, in case such Consolidated Net Income shall be a negative
number, 100.0% of such negative number);



 


		(ix)	loans, advances, dividends or distributions to any Parent or other payments by the Company or any Restricted Subsidiary (A) pursuant
to a tax sharing agreement or (B) to pay or permit any Parent to pay any Parent Expenses or any Related Taxes;



 


		(x)	payments by the Company, or loans, advances, dividends or distributions by the Company to any Parent to make payments, to holders
of Capital Stock of the Company or any Parent in lieu of issuance of fractional shares of such Capital Stock;



 


		(xi)	dividends or other distributions of, or other Restricted Payments paid for or made with, Capital Stock, Indebtedness or other
securities of Unrestricted Subsidiaries;



 


		(xii)	any Restricted Payments in respect of seller notes and other deferred purchase price obligations in an aggregate amount not to exceed
the greater of $655.0 million and 50.0% of LTM Consolidated EBITDA;



 


		(xiii)	the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted
Subsidiary;



 






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		(xiv)	(A) dividends on any Designated Preferred Stock of the
                                            Company issued after the Issue Date; provided that at the time of such issuance and after
                                            giving effect thereto on a pro forma basis, the Consolidated Total Corporate Leverage Ratio
                                            would be equal to or less than 3.00:1.00, for the Most Recent Four Quarter Period (B) loans,
                                            advances, dividends or distributions to any Parent to permit dividends on any Designated
                                            Preferred Stock of any Parent issued after the Issue Date if the net proceeds of the issuance
                                            of such Designated Preferred Stock have been contributed to the Company or any of its Restricted
                                            Subsidiaries; provided that the aggregate amount of all loans, advances, dividends
                                            or distributions paid pursuant to this subclause (B) shall not exceed the net proceeds
                                            of such issuance of Designated Preferred Stock received by or contributed to the Company
                                            or any of its Restricted Subsidiaries or (C) any dividend on Refunding Capital
                                            Stock that is Preferred Stock; provided that at the time of the declaration of such
                                            dividend and after giving effect thereto on a pro forma basis, the Consolidated Coverage
                                            Ratio would be equal to or greater than 2.00:1.00;



 


		(xv)	Restricted Payments in an aggregate amount outstanding at any time
                                            not to exceed an amount equal to Declined Excess Proceeds and Total Leverage Excess Proceeds;



 


		(xvi)	any Restricted Payment; provided that on a pro forma basis
                                            after giving effect to such Restricted Payment, the Consolidated Total Corporate Leverage
                                            Ratio would be equal to or less than 4.50:1.00; and



 


		(xvii)	Restricted Payments in an aggregate amount not to exceed the greater
                                            of $475.0 million and 35.0% of LTM Consolidated EBITDA;



 


provided,
that (A) in the case of clause (iii), the net amount of any such Permitted Payment shall be included in subsequent calculations
of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately above, the
net amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and (C) solely
with respect to clauses (viii), (xiv) and (xvi), no Event of Default under any of Section 601(i), Section 601(ii),
Section 601(viii) or Section 601(ix) shall have occurred and be continuing at the time of any such Permitted Payment
after giving effect thereto.


 


The Company, in its sole discretion, may classify any Restricted
Payment as being made in part under one of the clauses or subclauses of this Section 406 and in part under one or more other
such clauses or subclauses.


 


Section 407.         
   Limitation on Restrictions on Distributions from Restricted Subsidiaries.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness
or other obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any
of its property or assets to the Company (provided that dividend or liquidation priority between classes of Capital Stock, or
subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will be deemed not to
constitute such an encumbrance or restriction), except any encumbrance or restriction:


 


		(1)	pursuant to an agreement or instrument in effect at or entered into
                                            on the Issue Date, any Credit Facility, this Indenture or the Notes;



 






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		(2)	pursuant to any agreement or instrument of a Person, or relating to
                                            Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated
                                            with or into the Company or any Restricted Subsidiary, or which agreement or instrument is
                                            assumed by the Company or any Restricted Subsidiary in connection with an acquisition of
                                            assets from or other transaction with such Person, or any other transaction entered into
                                            in connection with any such acquisition, merger or consolidation, as in effect at the time
                                            of such acquisition, merger, consolidation or transaction (except to the extent that such
                                            Indebtedness was incurred to finance, or otherwise in connection with, such acquisition,
                                            merger, consolidation or transaction); provided that for purposes of this clause (2),
                                            if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary
                                            thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed
                                            acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the
                                            case may be, when such Person becomes such Successor Company;



 


		(3)	pursuant to an agreement or instrument (a “Refinancing Agreement”)
                                            effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to,
                                            or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument
                                            referred to in clause (1) or (2) of this Section 407 or this clause (3) (an
                                            “Initial Agreement”) or that is, or is contained in, any amendment, supplement
                                            or other modification to any Initial Agreement or Refinancing Agreement (an “Amendment”);
                                            provided, however, that the encumbrances and restrictions contained in any
                                            such Refinancing Agreement or Amendment taken as a whole are not materially less favorable
                                            to the Holders of such series of the Notes than the encumbrances and restrictions contained
                                            in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment
                                            relates (as determined in good faith by the Company, which determination shall be conclusive);



 


		(4)	(A) pursuant to any agreement or instrument that restricts
                                            in a customary manner (as determined in good faith by the Company, which determination shall
                                            be conclusive) the assignment or transfer thereof, or the subletting, assignment or transfer
                                            of any property or asset subject thereto, (B) by virtue of any transfer of, agreement
                                            to transfer, option or right with respect to, or Lien on, any property or assets of the Company
                                            or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained
                                            in mortgages, pledges or other security agreements securing Indebtedness or other obligations
                                            of the Company or a Restricted Subsidiary to the extent restricting the transfer of the property
                                            or assets subject thereto, (D) pursuant to customary provisions (as determined
                                            in good faith by the Company, which determination shall be conclusive) restricting dispositions
                                            of real property interests set forth in any reciprocal easement agreements of the Company
                                            or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that
                                            impose encumbrances or restrictions with respect to the property or assets so acquired, (F) on
                                            cash or other deposits, net worth or inventory imposed by customers or suppliers under agreements
                                            entered into in the ordinary course of business, (G) pursuant to customary provisions
                                            (as determined in good faith by the Company, which determination shall be conclusive) contained
                                            in agreements and instruments entered into in the ordinary course of business (including
                                            leases and licenses) or in joint venture and other similar agreements or in shareholder,
                                            partnership, limited liability company and other similar agreements in respect of non-wholly
                                            owned Restricted Subsidiaries, (H) that arises or is agreed to in the ordinary
                                            course of business and does not detract from the value of property or assets of the Company
                                            or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary,
                                            (I) pursuant to Hedging Obligations, (J) in connection with or relating
                                            to any Vehicle Rental Concession Right or (K) pursuant to Bank Products Obligations;



 






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		(5)	with respect to any agreement for the direct or indirect disposition
                                            of Capital Stock or property or assets of any Person, imposed with respect to such Person,
                                            Capital Stock, property or assets pending the closing of such disposition;



 


		(6)	any agreement governing or relating to Indebtedness and/or other obligations
                                            and liabilities secured by a Lien permitted under provisions of Section 409 (in
                                            which case any restriction shall only be effective against the assets subject to such Lien,
                                            except as may be otherwise permitted under this Section 407);



 


		(7)	by reason of any applicable law, rule, regulation or order, or required
                                            by any regulatory authority having jurisdiction over the Company or any Subsidiary or any
                                            of their businesses, including any such law, rule, regulation, order or requirement applicable
                                            in connection with such Subsidiary’s status (or the status of any Subsidiary of such
                                            Subsidiary) as a Captive Insurance Subsidiary;



 


		(8)	pursuant to an agreement or instrument (A) relating to
                                            any Indebtedness Incurred subsequent to the Issue Date (i) if the encumbrances
                                            and restrictions contained in any such agreement or instrument taken as a whole are not materially
                                            less favorable to the Holders of such series of the Notes than the encumbrances and restrictions
                                            contained in the Initial Agreements (as determined in good faith by the Company, which determination
                                            shall be conclusive), or (ii) if such encumbrance or restriction is not materially
                                            more disadvantageous to the Holders of such series of the Notes than is customary in comparable
                                            financings (as determined in good faith by the Company, which determination shall be conclusive)
                                            and either (x) the Company determines in good faith (which determination shall
                                            be conclusive) that such encumbrance or restriction will not materially affect the Company’s
                                            ability to make principal or interest payments on the Notes or (y) such encumbrance
                                            or restriction applies only if a default occurs in respect of a payment or financial covenant
                                            relating to such Indebtedness, (B) relating to any sale of receivables by or
                                            Indebtedness of a Foreign Subsidiary, (C) relating to Indebtedness of or a Franchise
                                            Financing Disposition by or to or in favor of any Franchisee or Franchise Special Purpose
                                            Entity or to any Franchise Lease Obligation or (D) relating to Indebtedness of
                                            or a Financing Disposition by or to or in favor of any Special Purpose Entity; or



 


		(9)	any agreement evidencing any replacement, renewal, extension or refinancing
                                            of any of the foregoing (or any agreement described in this Section 407) that
                                            is in compliance with this Section 407.



 


Section 408.           Limitation
on Sales of Assets and Subsidiary Stock


 


		(a)	The Company shall not, and shall not permit any Restricted Subsidiary
                                            to, make any Asset Disposition unless:



 


		(i)	the Company or such Restricted Subsidiary receives consideration (including
                                            by way of relief from, or by any other Person assuming responsibility for, any liabilities,
                                            contingent or otherwise) at the time of such Asset Disposition at least equal to the fair
                                            market value (as of the date on which a legally binding commitment for such Asset Disposition
                                            was entered into) of the shares and assets subject to such Asset Disposition, as such fair
                                            market value shall be determined (including as to the value of all noncash consideration)
                                            in good faith by the Company, which determination shall be conclusive,



 






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		(ii)	in the case of any Asset Disposition (or series of related Asset Dispositions)
                                            having a Fair Market Value (as of the date on which a legally binding commitment for such
                                            Asset Disposition was entered into) in excess of the greater of $135.0 million and 10.0%
                                            of LTM Consolidated EBITDA, at least 75.0% of the consideration therefor (excluding, in the
                                            case of an Asset Disposition (or series of related Asset Dispositions), any consideration
                                            by way of relief from, or by any other Person assuming responsibility for, any liabilities,
                                            contingent or otherwise, that are not Indebtedness) for such Asset Disposition, together
                                            with all other Asset Dispositions since the Issue Date (on a cumulative basis), received
                                            by the Company or such Restricted Subsidiary is in the form of cash, and



 


		(iii)	an amount equal to 100.0% of the Net Available Cash from such Asset
                                            Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be)
                                            as follows:



 


		(A)	first, either (x) to the extent the Company or
                                            such Restricted Subsidiary elects (or is required by the terms of any Credit Facility Indebtedness,
                                            any Senior Indebtedness of the Company or any Subsidiary Guarantor or any Indebtedness of
                                            a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase
                                            any such Indebtedness or Obligations in respect thereof or (in the case of letters of credit,
                                            bankers’ acceptances or other similar instruments) cash collateralize any such Indebtedness
                                            or Obligations in respect thereof (in each case other than Indebtedness owed to the Company
                                            or a Restricted Subsidiary) within 18 months after the later of the date of such Asset
                                            Disposition and the date of receipt of such Net Available Cash (or if later, 6 months
                                            following the date on which a reinvestment commitment or letter of intent is entered into
                                            (so long as such reinvestment commitment or letter of intent was entered into during such
                                            18-month period) (y) to the extent the Company or such Restricted Subsidiary
                                            elects, to invest in Additional Assets (including by means of an investment in Additional
                                            Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by
                                            the Company or another Restricted Subsidiary) within 18 months from the later of the
                                            date of such Asset Disposition and the date of receipt of such Net Available Cash (or if
                                            later, 6 months following the date on which a reinvestment commitment or letter of intent
                                            is entered into (so long as such reinvestment commitment or letter of intent was entered
                                            into during such 18-month period), or, if such investment in Additional Assets is a project
                                            authorized by the Board of Directors that shall take longer than such 18 months to complete,
                                            the period of time necessary to complete such project;



 


		(B)	second, to the extent of the balance of such Net Available
                                            Cash after application in accordance with clause (A) above (such balance, the “Excess
                                            Proceeds”), to make an offer to purchase Notes and (to the extent the Company or
                                            such Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem
                                            or repay any other Senior Indebtedness of the Company or a Restricted Subsidiary, pursuant
                                            and subject to the conditions of this Indenture and the agreements governing such other Indebtedness;
                                            and



 






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		(C)	third, to the extent of the balance of such Net Available Cash
                                            after application in accordance with clauses (A) and (B) above (the amount
                                            of such balance, “Declined Excess Proceeds”), to fund (to the extent consistent
                                            with any other applicable provision of this Indenture) any general corporate purpose (including
                                            the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations
                                            or the making of other Restricted Payments);



 


provided,
however, that (1) in connection with any prepayment, repayment or purchase of Indebtedness pursuant to Section 408(iii)(A)(x) or
Section 408(iii)(B) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause
the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased;
(2) clause (ii) above shall not apply to any sale, lease, transfer or other disposition of Capital Stock, Indebtedness
or other securities of, or any other Investments in, or the business or assets of, any Person that is not organized under the laws of
the United States of America or any state thereof or the District of Columbia, (3) the foregoing percentage in clause (iii) shall
be reduced to (x) 50.0% if, on a pro forma basis after giving effect to such Asset Disposition and the use of proceeds
therefrom, the Consolidated Total Corporate Leverage Ratio would be equal to or less than 4.00:1.00 and (y) 0% if, on a pro
forma basis after giving effect to such Asset Disposition and the use of proceeds therefrom, the Consolidated Total Corporate Leverage
Ratio would be equal to or less than 3.00:1.00; (any Net Available Cash in respect of Asset Dispositions not required to be applied in
accordance with clause (iii) as a result of the application of one or more stepdowns in this clause (3) of this proviso
shall collectively constitute “Total Leverage Excess Proceeds”) and (4) the Company or such Restricted
Subsidiary may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition
(provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Disposition,
execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem
the amount so invested to be applied pursuant to and in accordance with Section 408(iii)(A)(y) above with respect to
such Asset Disposition.


 


		(b)	Notwithstanding the foregoing provisions of this Section 408,
                                            the Company and the Restricted Subsidiaries shall not be required to apply any Net Available
                                            Cash or equivalent amount in accordance with this Section 408 except to the extent
                                            that the aggregate Net Available Cash from all Asset Dispositions or equivalent amount that
                                            is not applied in accordance with this Section 408 (excluding all Total Leverage
                                            Excess Proceeds) exceeds (x) the greater of $165.0 million and 12.5% of
                                            LTM Consolidated EBITDA, individually, and (y) the greater of $330.0 million
                                            and 25.0% of LTM Consolidated EBITDA, in the aggregate on an annual basis. If the aggregate
                                            principal amount of any series of the Notes and/or other Indebtedness of the Company or a
                                            Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase,
                                            redemption or repayment) in connection with an offer pursuant to clause (B) above
                                            exceeds the Excess Proceeds, the Excess Proceeds shall be apportioned between such series
                                            of Notes and such other Indebtedness of the Company or a Restricted Subsidiary, with the
                                            portion of the Excess Proceeds payable in respect of such series of Notes to equal the lesser
                                            of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of
                                            which is the outstanding principal amount of such series of Notes and the denominator of
                                            which is the sum of the outstanding principal amount of such series of the Notes and the
                                            outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted
                                            Subsidiary, and (y) the aggregate principal amount of Notes of such series validly
                                            tendered and not withdrawn.



 






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		(c)	Notwithstanding the foregoing provisions of this Section 408,
                                            to the extent that repatriating or transferring to the United States any or all of the Net
                                            Available Cash from any Asset Disposition by a Foreign Subsidiary (w) could reasonably
                                            be expected to result in material adverse tax consequences to the Company or any of its Subsidiaries,
                                            (x) is prohibited or delayed by applicable local law, (y) could reasonably
                                            be expected to give rise to or result in (A) any violation of applicable law,
                                            (B) any liability (criminal, civil, administrative or other) for any of the officers,
                                            directors or shareholders of the Company, any Restricted Subsidiary or any Parent, (C) any
                                            violation of the provisions of any joint venture or other material agreement governing or
                                            binding upon the Company or any Restricted Subsidiary or (D) any material risk
                                            of any such violation or liability referred to in clauses (A), (B) and (C) or
                                            (z) could reasonably be expected to give rise to or result in any cost, expense,
                                            liability or obligation (including any tax) other than routine and immaterial out-of-pocket
                                            expenses (in the case of the foregoing clauses (w), (x), (y) and (z), as determined
                                            by the Company in good faith, which determination shall be conclusive), the portion of such
                                            Net Available Cash so affected will not be required to be applied in compliance with the
                                            foregoing provisions of this Section 408, and such amounts may be retained by
                                            the applicable Foreign Subsidiary or invested in, distributed to or otherwise transferred
                                            to any other Foreign Subsidiary; provided that, in the case of the foregoing clause (y),
                                            the Company shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary
                                            to take all actions reasonably required by the applicable local law, applicable organizational
                                            impediments or other impediment to permit such repatriation or transfer, and if such repatriation
                                            or transfer of any of such affected Net Available Cash can be achieved such repatriation
                                            or transfer shall be promptly effected and such repatriated Net Available Cash shall be applied
                                            (whether or not repatriation or transfer actually occurs) in compliance with the foregoing
                                            provisions of this Section 408. The time periods set forth in this Section 408
                                            shall not start until such time as the Net Available Cash may be repatriated or transferred
                                            whether or not such repatriation or transfer actually occurs.



 


		(d)	For the purposes of clause (ii) of paragraph (a) above,
                                            the following are deemed to be cash: (1) Temporary Cash Investments, Investment
                                            Grade Securities and Cash Equivalents, (2) the assumption of Indebtedness of
                                            the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and
                                            the release of the Company or such Restricted Subsidiary from all liability on payment of
                                            the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness
                                            of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such
                                            Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are
                                            released from any Guarantee of payment of the principal amount of such Indebtedness in connection
                                            with such Asset Disposition, (4) securities received by the Company or any Restricted
                                            Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary
                                            into cash within 180 days, (5) consideration consisting of Indebtedness
                                            of the Company or any Restricted Subsidiary, (6) Additional Assets and (7) any
                                            Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries
                                            in an Asset Disposition having an aggregate Fair Market Value, taken together with all other
                                            Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate
                                            amount at any time outstanding equal to the greater of $330.0 million and 25.0% of LTM
                                            Consolidated EBITDA (with the Fair Market Value of each item of Designated Noncash Consideration
                                            being measured as of the date on which a legally binding commitment for such Asset Disposition
                                            (or, if later, for the payment of such item) was entered into and without giving effect to
                                            subsequent changes in value).



 






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		(e)	In the event of an Asset Disposition that requires the purchase of
                                            Notes pursuant to Section 408(a)(iii)(B) above, the Company shall be required
                                            to purchase Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”)
                                            at a purchase price of 100% of their principal amount plus accrued and unpaid interest to
                                            the date of purchase in accordance with the procedures (including prorating in the event
                                            of oversubscription) set forth in this Indenture. If the aggregate purchase price of the
                                            Notes tendered pursuant to the Offer is less than the Net Available Cash allotted to the
                                            purchase of Notes, the remaining Net Available Cash shall be available to the Company and
                                            the Restricted Subsidiaries for use in accordance with Section 408(a)(iii)(B) above
                                            (to repay other Indebtedness of the Company or a Restricted Subsidiary) or Section 408(a)(iii)(C) 
                                            above. The Company shall not be required to make an Offer for Notes pursuant to this Section 408
                                            if the Net Available Cash (excluding all Total Leverage Excess Proceeds) available therefor
                                            (after application of the proceeds as provided Section 408(a)(iii)(A)  above)
                                            is less than (i) $150.0 million for any particular Asset Disposition or
                                            (ii) $300.0 million in the aggregate in any fiscal year. No Note shall be
                                            repurchased in part if less than the Minimum Denomination in original principal amount of
                                            such Note would be left outstanding.



 


		(f)	The Company shall, not later than 45 days after the Company becomes
                                            obligated to make an Offer pursuant to this Section 408, mail a notice to each
                                            Holder with a copy to the Trustee stating: (1) that an Asset Disposition that
                                            requires the purchase of a portion of the Notes has occurred and that such Holder has the
                                            right (subject to the prorating described below) to require the Company to purchase a portion
                                            of such Holder’s Notes at a purchase price in cash equal to 100% of the principal amount
                                            thereof, plus accrued and unpaid interest, if any, to but not including the date of
                                            purchase (subject to the right of Holders of record on a record date to receive interest
                                            on the relevant Interest Payment Date falling prior to or on the purchase date pursuant to
                                            Section 307); (2) the repurchase date (which shall be no earlier
                                            than 30 days nor later than 60 days from the date such notice is mailed, except
                                            that such notice may be delivered more than 60 days prior to the purchase date if the
                                            purchase is delayed as provided in clause (5) of this Section 408(f));
                                            (3) the instructions determined by the Company, consistent with this Section 408,
                                            that a Holder must follow in order to have its Notes purchased; (4) the amount
                                            of the Offer, which amount may be contingent upon the Net Available Cash remaining following
                                            the application of Net Available Cash pursuant to Section 408(a)(iii)(A) and
                                            (5) if such notice is sent prior to the date the Net Available Cash attributable
                                            to such Asset Disposition is received, that such offer is conditioned upon receipt of such
                                            Net Available Cash and that the repurchase date may, in the Company’s discretion, be
                                            delayed until such time as the Net Available Cash is received. If, upon the expiration of
                                            the period for which the Offer remains open, the aggregate principal amount of Notes surrendered
                                            by Holders exceeds the amount of the Offer, the Company shall select the Notes to be purchased
                                            on a pro rata basis (with such adjustments as may be deemed appropriate by the Company
                                            so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof
                                            shall be purchased).



 






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		(g)	An Offer may be made at the same time as consents are solicited with
                                            respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Guarantees
                                            (but the Offer may not condition tenders on the delivery of such consents).



 


		(h)	The Company shall comply, to the extent applicable, with the requirements
                                            of Section 14(e) of the Exchange Act and any other securities laws or regulations
                                            in connection with the repurchase of Notes pursuant to this Section 408. To the
                                            extent that the provisions of any securities laws or regulations conflict with provisions
                                            of this Section 408, the Company will comply with the applicable securities laws
                                            and regulations and will be deemed not to have breached its obligations under this Section 408
                                            by virtue thereof.



 


Section 409.           Limitation
on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist
any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on
the date of this Indenture or thereafter acquired, securing any Indebtedness (the “Initial Lien”), unless contemporaneously
therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any
Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or
on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such
obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee shall
be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which
it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge
of such Subsidiary Guarantee in accordance with the terms of this Indenture or (iii) any sale, exchange or transfer (other
than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of
Section 501 below) to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien,
or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted
Subsidiary creating such Initial Lien.


 


Section 410.           Future
Subsidiary Guarantors. The Company shall cause each Domestic Subsidiary that guarantees payment by the Company of any Indebtedness
of the Company under a Senior Credit Facility to execute and deliver to the Trustee a supplemental indenture or other instrument pursuant
to which such Domestic Subsidiary shall guarantee payment of the Notes, whereupon such Domestic Subsidiary shall become a Subsidiary
Guarantor for all purposes under this Indenture. In addition, the Company may, at its option, elect to cause any Subsidiary that is not
a Subsidiary Guarantor to guarantee payment of the Notes and become a Subsidiary Guarantor.


 


Section 411.           Purchase
of Notes Upon a Change of Control Triggering Event


 


(a)            Upon
the occurrence after the Issue Date of a Change of Control Triggering Event, each Holder of Notes will have the right to require the
Company to repurchase all or any part of such Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus
accrued and unpaid interest, if any, to but not including the date of repurchase (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the repurchase date pursuant
to Section 307); provided, however, that the Company shall not be obligated to repurchase Notes of a series
pursuant to this Section 411 in the event that it has exercised its right to redeem all of the Notes of such series as provided
in Article X.


 






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(b)            In
the event that, at the time of such Change of Control Triggering Event, the terms of any Credit Facility Indebtedness constituting Designated
Senior Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section 411, then prior to the sending
of the notice to Holders provided for in Section 411(c) but in any event not later than 30 days following the date
the Company obtains actual knowledge of any Change of Control Triggering Event having occurred (unless the Company has exercised its
right to redeem all of a series of Notes as provided in Article X, but only with respect to such series of Notes, as described
under the applicable Notes Supplemental Indenture), the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay
in full all such Credit Facility Indebtedness subject to such terms or offer to repay in full all such Credit Facility Indebtedness and
repay the Credit Facility Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under
the agreements governing such Credit Facility Indebtedness to permit the repurchase of the Notes as provided for in Section 411(c).
The Company shall first comply with the provisions of the immediately preceding sentence before it shall be required to repurchase Notes
pursuant to the provisions set forth in this Section 411. The Company’s failure to comply with the provisions of the
second preceding sentence or Section 411(c) shall constitute an Event of Default described in Section 601(iv) and
not in Section 601(ii).


 


(c)            Unless
the Company has exercised its right to redeem all of a series of the Notes as set forth in Article X but only with respect
to such series of Notes as described under the applicable Notes Supplemental Indenture, the Company shall, not later than 30 days
following the date the Company obtains actual knowledge of any Change of Control Triggering Event having occurred, send a notice (a “Change
of Control Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change of Control Triggering Event
has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company to repurchase
such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest,
if any, to but not including the date of repurchase (subject to the right of Holders of record on a record date to receive interest on
the relevant interest payment date falling prior to or on the repurchase date); (2) the repurchase date (which shall be no
earlier than 10 days nor later than 60 days from the date such notice is sent, except that such notice may be sent more than
60 days prior to the repurchase date if the repurchase date is delayed as provided in clause (4) of this paragraph); (3) the
instructions determined by the Company, consistent with this Section 411, that a Holder must follow in order to have its
Notes repurchased; and (4) if such notice is sent prior to the occurrence of a Change of Control Triggering Event, that such
offer is conditioned on the occurrence of such Change of Control Triggering Event and that the repurchase date may, in the Company’s
discretion, be delayed until such time as the Change of Control Triggering Event has occurred. No Note shall be repurchased in part if
less than the Minimum Denomination in original principal amount of such Note would be left outstanding.


 


(d)            A
Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering
Event. If the Company, or any third party making a Change of Control Offer in lieu of a Change of Control Offer made by the Company,
purchases on or after the date of consummation of the Change of Control all of the Notes validly tendered and not withdrawn under such
tender, the Company will have satisfied its obligations to make a Change of Control Offer regardless as to whether or not a Change of
Control Triggering Event subsequently occurs.


 


(e)            The
Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control
Offer.


 


(f)            A
Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of
this Indenture, the Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).


 






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(g)            The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 411. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 411, the Company will comply with the applicable
securities laws and regulations and will be deemed not to have breached its obligations under this Section 411 by virtue
thereof.


 


Section 412.           Termination
of Covenants on Achievement of Investment Grade Rating. If on any day following the Issue Date (a) the Notes of a series
have Investment Grade Ratings from both Rating Agencies, and (b) no Default has occurred and is continuing under this Indenture,
then, beginning on that day (the “Termination Date”) and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes of such series, Sections 406, 407, 408, 410 and 413 will cease
to be effective and will not be applicable to the Company and its Restricted Subsidiaries in relation to such series of Notes. Following
the Termination Date, the Board of Directors may not, with respect to such series of Notes, designate any of its Subsidiaries as Unrestricted
Subsidiaries unless such designation would have complied with Section 406 as if such covenant would have been in effect during
such period.


 


Section 413.           Limitation
on Indebtedness.


 


		(a)	The Company shall not, and shall not permit any Restricted Subsidiary
                                            to, Incur any Indebtedness; provided, however, that the Company or any
                                            Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness,
                                            after giving effect to the Incurrence thereof, either (i) the Consolidated Total
                                            Corporate Leverage Ratio would be equal to or less than 5.75:1.00 or if Incurred to finance
                                            an acquisition or Investment, the Consolidated Total Corporate Leverage Ratio immediately
                                            prior to such transaction or (ii) the Consolidated Coverage Ratio would be equal
                                            to or greater than 2.00:1.00 or if Incurred to finance an acquisition or Investment, the
                                            Consolidated Coverage Ratio immediately prior to such transaction.



 


		(b)	Notwithstanding Section 413(a), the Company and its Restricted
                                            Subsidiaries may Incur the following Indebtedness:



 


		(i)	Indebtedness Incurred pursuant to any Credit Facility (including in
                                            respect of letters of credit or bankers’ acceptances issued or created thereunder)
                                            and Indebtedness Incurred other than under any Credit Facility, and (without limiting the
                                            foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal
                                            amount at any time outstanding not exceeding in the aggregate the amount equal to the sum
                                            of (A) $2,800.0 million, plus (B) the greater of (x) $1,310.0 million
                                            and (y) 100.0% of LTM Consolidated EBITDA, plus (C) in the event
                                            of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts,
                                            premiums and other costs and expenses (including accrued unpaid interest) incurred in connection
                                            with such refinancing;



 


		(ii)	Indebtedness (A) of any Restricted Subsidiary to the Company
                                            or (B) of the Company or any Restricted Subsidiary to any Restricted Subsidiary;
                                            provided, that any subsequent issuance or transfer of any Capital Stock of such Restricted
                                            Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted
                                            Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such
                                            Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case,
                                            an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (ii);



 






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		(iii)	Indebtedness represented by the Notes (other than any Additional Notes),
                                            any Indebtedness (other than the Indebtedness described in clauses (i) and (ii) above)
                                            outstanding on the Issue Date and any Refinancing Indebtedness Incurred in respect of any
                                            Indebtedness described in this clause (iii) or paragraph (a) above;



 


		(iv)	Purchase Money Obligations and Finance Lease Obligations, and any Refinancing
                                            Indebtedness with respect thereto;



 


		(v)	Indebtedness consisting of (w) accommodation guarantees
                                            for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries,
                                            (x) Guarantees in connection with the construction or improvement of all or any
                                            portion of a Public Facility to be used by the Company or any Restricted Subsidiary, (y) Guarantees
                                            required (in the good faith determination of the Company) in connection with Vehicle Rental
                                            Concession Rights or (z) any Guarantee in respect of any Franchise Vehicle Indebtedness
                                            or Franchise Lease Obligation;



 


		(vi)	(A) Guarantees by the Company or any Restricted Subsidiary
                                            of Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary
                                            (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the
                                            case may be, in violation of this Section 413), or (B) without limiting
                                            Section 409, Indebtedness of the Company or any Restricted Subsidiary arising
                                            by reason of any Lien granted by or applicable to such Person securing Indebtedness of the
                                            Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company
                                            or such Restricted Subsidiary, as the case may be, in violation of this Section 413);



 


		(vii)	Indebtedness of the Company or any Restricted Subsidiary (A) arising
                                            from the honoring of a check, draft or similar instrument of such Person drawn against insufficient
                                            funds; provided that such Indebtedness is extinguished within five Business Days of
                                            its Incurrence, or (B) consisting of guarantees, indemnities, obligations in
                                            respect of earnouts or other purchase price adjustments, or similar obligations, Incurred
                                            in connection with the acquisition or disposition of any business, assets or Person;



 


		(viii)	Indebtedness of the Company or any Restricted Subsidiary in respect
                                            of (A) letters of credit, bankers’ acceptances or other similar instruments
                                            or obligations issued, or relating to liabilities or obligations incurred, in the ordinary
                                            course of business (including those issued to governmental entities in connection with self-insurance
                                            under applicable workers’ compensation statutes), (B) completion guarantees,
                                            surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations,
                                            provided, or relating to liabilities or obligations incurred, in the ordinary course of business,
                                            (C) Hedging Obligations, entered into for bona fide hedging purposes, (D) Management
                                            Guarantees, (E) the financing of insurance premiums in the ordinary course of
                                            business, (F) take-or-pay obligations under supply arrangements incurred in the
                                            ordinary course of business, (G) netting, overdraft protection and other arrangements
                                            arising under standard business terms of any bank at which the Company or any Restricted
                                            Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement
                                            or (H) Bank Products Obligations;



 






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		(ix)	Indebtedness (A) of a Special Purpose Subsidiary secured
                                            by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection
                                            with, a Financing Disposition or (B) otherwise Incurred in connection with a
                                            Special Purpose Financing; provided that (1) such Indebtedness is not
                                            recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary
                                            (other than with respect to Special Purpose Financing Undertakings), (2) in the
                                            event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary
                                            that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing
                                            Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company
                                            as, Incurred at such time (or at the time initially Incurred) under one or more of the
                                            other provisions of this Section 413 for so long as such Indebtedness shall be
                                            so recourse; and (3) in the event that at any time thereafter such Indebtedness
                                            shall comply with the provisions of the preceding subclause (1), the Company may classify
                                            such Indebtedness in whole or in part as Incurred under this clause (b)(ix) of
                                            this Section 413;



 


		(x)	Indebtedness of (A) the Company or any Restricted Subsidiary
                                            Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition
                                            of assets (including Capital Stock), business or Person, or any merger or consolidation of
                                            any Person with or into the Company or any Restricted Subsidiary, or (B) any
                                            Person that is acquired by or merged or consolidated with or into the Company or any Restricted
                                            Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition,
                                            merger or consolidation); provided that on the date of such acquisition, merger or
                                            consolidation, after giving effect thereto, either (1) the Company could Incur
                                            at least $1.00 of additional Indebtedness pursuant to paragraph (a) above or (2) either
                                            (i) the Consolidated Coverage Ratio of the Company would equal or be greater
                                            than the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto
                                            or (ii) the Consolidated Total Corporate Leverage Ratio of the Company would
                                            equal or be less than Consolidated Total Corporate Leverage Ratio of the Company immediately
                                            prior to giving effect thereto; and any Refinancing Indebtedness with respect to any such
                                            Indebtedness;



 


		(xi)	Indebtedness of the Company or any Restricted Subsidiary in an aggregate
                                            principal amount at any time outstanding not exceeding an amount equal to (A) the
                                            greater of (x) $2,900.0 million and (y) an amount equal to (1) the
                                            Foreign Borrowing Base less (2) the aggregate principal amount of Indebtedness
                                            Incurred by Special Purpose Subsidiaries that are Foreign Subsidiaries and then outstanding
                                            pursuant to clause (ix) of this paragraph (b) plus (B) in
                                            the event of any refinancing of any Indebtedness Incurred under this clause (xi), the
                                            aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred
                                            in connection with such refinancing;



 


		(xii)	Contribution Indebtedness, and any Refinancing Indebtedness with respect
                                            thereto;



 


		(xiii)	Indebtedness issuable upon the conversion or exchange of shares of
                                            Disqualified Stock issued in accordance with paragraph (a) above, and any Refinancing
                                            Indebtedness with respect thereto;



 






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		(xiv)	Indebtedness of the Company or any Restricted Subsidiary in an aggregate
                                            principal amount at any time outstanding not exceeding an amount equal to the greater of
                                            $655.0 million and 50.0% of LTM Consolidated EBITDA; and



 


		(xv)	Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors
                                            and of joint ventures in an aggregate principal amount at any time outstanding not exceeding
                                            the greater of $655.0 million and 50.0% of LTM Consolidated EBITDA.



 


		(c)	For purposes of determining compliance with, and the outstanding principal
                                            amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 413,
                                            (i) any other obligation of the obligor on such Indebtedness (or of any other
                                            Person who could have Incurred such Indebtedness under this Section 413) arising
                                            under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
                                            instrument or obligation supporting such Indebtedness shall be disregarded to the extent
                                            that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
                                            instrument or obligation secures the principal amount of such Indebtedness; (ii) in
                                            the event that Indebtedness meets the criteria of more than one of the types of Indebtedness
                                            described in Section 413(b), the Company, in its sole discretion, shall classify
                                            such item of Indebtedness and may include the amount and type of such Indebtedness in one
                                            or more of the clauses of Section 413(b) (including in part under one such
                                            clause and in part under another such clause); provided that (if the Company shall
                                            so determine) any Indebtedness Incurred pursuant to clause (b)(xiv) of this Section 413
                                            shall cease to be deemed Incurred or outstanding for purposes of such clause but shall
                                            be deemed Incurred for the purposes of Section 413(a) from and after any
                                            date designated by the Company on which the Company or any Restricted Subsidiary could have
                                            Incurred such Indebtedness under Section 413(a) without reliance on such
                                            clause, (iii) in the event that Indebtedness could be Incurred in part under
                                            Section 413(a), the Company, in its sole discretion, may classify a portion of
                                            such Indebtedness as having been Incurred under Section 413(a) and thereafter
                                            the remainder of such Indebtedness as having been Incurred under Section 413(b);
                                            (iv) the amount of Indebtedness issued at a price that is less than the principal
                                            amount thereof shall be equal to the amount of the liability in respect thereof determined
                                            in accordance with GAAP; (v) the principal amount of Indebtedness outstanding
                                            under any clause of Section 413(b)  shall be determined after giving effect
                                            to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;
                                            (vi) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred
                                            (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance
                                            on any provision of Section 413(b) measured by reference to a percentage
                                            of Consolidated EBITDA at the time of Incurrence, and such refinancing would cause such percentage
                                            of Consolidated EBITDA restriction to be exceeded if calculated based on the Consolidated
                                            EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA shall not
                                            be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) so
                                            long as the principal amount of such refinancing Indebtedness does not exceed the principal
                                            amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting
                                            discounts, premiums and other costs and expenses (including accrued and unpaid interest)
                                            Incurred or payable in connection with such refinancing; and (vii) if any Indebtedness
                                            is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred
                                            to refinance Indebtedness initially Incurred) in reliance on any provision of Section 413(b) measured
                                            by a dollar amount, such dollar amount shall not be deemed to be exceeded (and such refinancing
                                            Indebtedness shall be deemed permitted) to the extent the principal amount of such newly
                                            Incurred Indebtedness does not exceed the principal amount of such Indebtedness being refinanced,
                                            plus the aggregate amount of fees, underwriting discounts, premiums and other costs
                                            and expenses (including accrued and unpaid interest) Incurred or payable in connection with
                                            such refinancing.



 






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		(d)	For purposes of determining compliance with any dollar-denominated
                                            restriction on the Incurrence of Indebtedness or Liens denominated in a foreign currency,
                                            the dollar-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall
                                            be calculated based on the relevant currency exchange rate in effect on the date that such
                                            Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case
                                            of revolving or deferred draw Indebtedness; provided that (x) the dollar-equivalent
                                            principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated
                                            based on the relevant currency exchange rate in effect on the Issue Date, (y) if
                                            such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency
                                            (or in a different currency from such Indebtedness so being Incurred), and such refinancing
                                            would cause the applicable dollar-denominated restriction to be exceeded if calculated at
                                            the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated
                                            restriction shall be deemed not to have been exceeded so long as the principal amount of
                                            such refinancing Indebtedness does not exceed (i) the outstanding or committed
                                            principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the
                                            aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred
                                            in connection with such refinancing and (z) the dollar-equivalent principal amount
                                            of Indebtedness denominated in a foreign currency and Incurred pursuant to a Credit Facility
                                            shall be calculated based on the relevant currency exchange rate in effect on, at the Company’s
                                            option, (i) the Issue Date, (ii) any date on which any of the respective
                                            commitments under such Credit Facility shall be reallocated between or among facilities or
                                            subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder,
                                            or (iii) the date of such Incurrence. The principal amount of any Indebtedness
                                            Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness
                                            being refinanced, shall be calculated based on the currency exchange rate applicable to the
                                            currencies in which such respective Indebtedness is denominated that is in effect on the
                                            date of such refinancing.



 


Article V


 


SUCCESSORS


 


Section 501.            When
the Company May Merge, etc.


 


(a)            The
Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person,
unless:


 


(i)        
     the resulting, surviving or transferee Person (the “Successor Company”) is a
Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) and expressly assumes all the obligations of the Company under the Notes and this Indenture
by executing and delivering to the Trustee a supplemental indenture or one or more other documents or instruments in form reasonably
satisfactory to the Trustee;


 


(ii)            immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted
Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time
of such transaction), no Default will have occurred and be continuing;


 






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(iii)           each
Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary
Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered
a supplemental indenture or other document or instrument (in a form reasonably satisfactory to the Trustee), confirming its Subsidiary
Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and


 


(iv)           the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation,
merger or transfer complies with the provisions described in this Section 501(a); provided that (x) in
giving such opinion such counsel may rely on an Officer’s Certificate as to compliance with the foregoing clause (ii) and
as to any matters of fact, and (y) no Opinion of Counsel will be required for a consolidation, merger or transfer described
in Section 501(b).


 


(b)            Clause (ii) of
Section 501(a) shall not apply to any transaction in which the Company consolidates or merges with or into or transfers
all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating
or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a
Restricted Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries immediately prior to such transaction
(other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately
after the consummation thereof. Section 501(a) shall not apply to any transaction in which any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its assets to the Company.


 


(c)     
        For the purpose of this Section 501, so long as at the time of
any Minority Business Disposition or any Minority Business Offering the Minority Business Disposition Condition is met, the Minority
Business Assets shall not be deemed at any time to constitute all or substantially all of the assets of the Company, and any sale or
transfer of all or any part of the Minority Business Assets (whether directly or indirectly, whether by sale or transfer of any such
assets, or of any Capital Stock or other interest in any Person holding such assets, or any consolidation or merger, or any
combination thereof, and whether in one or more transactions, or otherwise, including any Minority Business Offering or any Minority
Business Disposition) shall not be deemed at any time to constitute a consolidation with or merger with or into, or conveyance,
transfer or lease of all or substantially all of the assets of the Company to, any Person.


 


(d)    
         For the purpose of this Section 501, the Reorganization
Assets (whether individually or in the aggregate) shall not be deemed at any time to constitute all or substantially all of the
assets of the Company and its Restricted Subsidiaries, and any sale or transfer of all or any part of the Reorganization Assets
(whether directly or indirectly, whether by sale or transfer of any such assets, or of any Capital Stock or other interest in any
Person holding such assets, or of any combination thereof, and whether in one or more transactions, or otherwise) shall not be
deemed at any time to constitute a sale or transfer of all or substantially all of the assets of the Company and its Restricted
Subsidiaries.


 


Section 502.           Successor
Company Substituted. Upon any transaction involving the Company in accordance with Section 501 in which the Company is
not the Successor Company, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, and thereafter the predecessor Company shall be relieved of all obligations and covenants under this
Indenture, except that the predecessor Company in the case of a lease of all or substantially all its assets shall not be released from
the obligation to pay the principal of and interest on the Notes.


 






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Article VI


 


REMEDIES


 


Section 601.           Events
of Default. “Event of Default,” wherever used herein with respect to Notes of any series, means any one of the
following events, unless such event is specifically deleted or modified in or pursuant to the applicable Notes Supplemental Indenture,
Board Resolution or Officer’s Certificate establishing the terms of such series pursuant to this Indenture:


 


(i)            a
default in any payment of interest on any Note of such series when due, continued for a period of 30 days;


 


(ii)           a
default in the payment of principal of any Note of such series when due, whether at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration of acceleration or otherwise;


 


(iii)          the
failure by the Company to comply with its obligations under Section 501(a);


 


(iv)          the
failure by the Company to comply for 30 days after the notice specified in the penultimate paragraph of this Section 601
with any of its obligations under Section 411 (other than a failure to purchase the Notes);


 


(v)           the
failure by the Company to comply for (x) 180 days after notice with any of its obligations under Section 404
or (y) 60 days after the notice specified in the penultimate paragraph of this Section 601 with its other agreements
contained in this Indenture, the Notes of such series, or the applicable Notes Supplemental Indenture, Board Resolution or Officer’s
Certificate establishing such series of Notes;


 


(vi)          the
failure by any Subsidiary Guarantor to comply for 60 days after the notice specified in the penultimate paragraph of this Section 601
with its obligations under its Subsidiary Guarantee;


 


(vii)         the
failure by the Company or any Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owed to the Company
or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by
the holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds the greater of (i) $200.0 million
or its foreign currency equivalent and (ii) 15.0% of LTM Consolidated EBITDA; provided that no Default or Event of
Default will be deemed to occur with respect to any such Indebtedness that is paid or otherwise acquired or retired (or for which such
failure to pay or acceleration is waived or rescinded) within 20 Business Days after such failure to pay or such acceleration;


 


(viii)        the
taking of any of the following actions by the Company or a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:


 


(A)           the
commencement of a voluntary case;


 


(B)            the
consent to the entry of an order for relief against it in an involuntary case;


 






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(C)            the
consent to the appointment of a Custodian of it or for any substantial part of its property; or


 


(D)            the
making of a general assignment for the benefit of its creditors;


 


(ix)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)            is
for relief against the Company or any Significant Subsidiary, in an involuntary case;


 


(B)            appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or


 


(C)            orders
the winding up or liquidation of the Company or any Significant Subsidiary;


 


and the order or decree remains unstayed and in
effect for 60 days;


 


(x)            the
rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received
in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal
thereof shall be unsuccessful) in excess of the greater of $200.0 million or its foreign currency equivalent and 15.0% of LTM Consolidated
EBITDA against the Company or a Significant Subsidiary, that is not discharged, supported by a letter of credit or bonded or insured
by a third Person, if such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and
is not discharged, waived or stayed;


 


(xi)           the
failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except
as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor that
is a Significant Subsidiary of its obligations under this Indenture or its Subsidiary Guarantee (other than by reason of the termination
of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such Subsidiary Guarantee
or this Indenture), if such Default continues for 10 days; or


 


(xii)         any
other Event of Default provided in the applicable Notes Supplemental Indenture, Board Resolution or Officer’s Certificate establishing
such series of Notes.


 


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.


 


The term “Bankruptcy Law” means
Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


However, a Default under Section 601(iv),
Section 601(v) or Section 601(vi) will not constitute an Event of Default until the Trustee or the
Holders of at least 30.0% in principal amount of any series of outstanding Notes notify the Company in writing of the Default and the
Company does not cure such Default within the time specified in such clause after receipt of such notice; provided that a notice
of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such
notice of Default, and any such notice shall be invalid and have no effect. Such notice must specify the Default, demand that it be remedied
and state that such notice is a “Notice of Default.” When a Default or an Event of Default is cured, it ceases.


 






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The Company shall deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default under Section 601(vii) or
Section 601(x) and any event that with the giving of notice or the lapse of time would become an Event of Default under
Section 601(iv), Section 601(v) or Section 601(vi), its status and what action the Company is
taking or proposes to take with respect thereto.


 


Section 602.          Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Notes of any series (other than an Event of Default
specified in Section 601(viii) or Section 601(ix) with respect to the Company) occurs and is continuing,
unless otherwise specified in the applicable Notes Supplemental Indenture as contemplated by Section 301, the Trustee by
written notice to the Company, or the Holders of at least 30.0% in principal amount of the Outstanding Notes of the relevant series by
written notice to the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such
notice is a “notice of acceleration,” may declare the principal of and accrued but unpaid interest on all the Notes of such
series to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately.


 


Notwithstanding
the foregoing, if an Event of Default with respect to Notes of any series specified in Section 601(viii) or Section 601(ix) with
respect to the Company occurs and is continuing, unless otherwise specified the applicable Notes Supplemental Indenture as contemplated
by Section 301, the principal of and accrued but unpaid interest on all the Outstanding Notes of such series will ipso
facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Unless otherwise
specified in the applicable Notes Supplemental Indenture as contemplated by Section 301, the Holders of a majority in principal
amount of the Outstanding Notes of such series by notice to the Company and the Trustee may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived
except non-payment of principal or interest that has become due solely because of such acceleration. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. Any notice of Default, notice of acceleration or instruction to the Trustee
to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided
by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such
Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such
Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which
representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default Direction”) shall
be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or such series of the Notes
are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company
with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s
Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee shall
have no duty whatsoever to provide this information to the Company or to obtain this information for the Company. In any case in which
the Holder is the Depositary or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided
by the beneficial owner of the Notes in lieu of the Depositary or its nominee.


 


Section 603.          Other
Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated under
this Section 603 to, pursue any available remedy to collect the payment of principal of or interest on the Notes of any series
or to enforce the performance of any provision of the Notes of such series or this Indenture. If an Event of Default specified in Section 601(i) or
601(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts
provided for in Section 707.


 






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Section 604.           Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any other obligor
upon the Notes of any series, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf
of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 707.
To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 707 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes of any series or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


 


Section 605.           Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or any of the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.


 


Section 606.           Application
of Money Collected. Any money collected by the Trustee pursuant to this Article VI shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


First:
To the payment of all amounts due the Trustee, its agents and attorneys under Section 707, including payment of all reasonable
compensation, expenses and liabilities incurred, and all advances made by the Trustee and the costs and expenses of collection;


 


Second:
To the payment of the amounts then due and unpaid upon the Notes for principal (and premium, if any) and interest, in respect of which
or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest, respectively; and


 


Third:
to the Company.


 






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Section 607.           Limitation
on Suits. No Holder of any Notes of any series may pursue any remedy with respect to this Indenture or the Notes of such series unless:


 


(i)            such
Holder has previously given the Trustee written notice that an Event of Default with respect to the Notes of such series is continuing;


 


(ii)           Holders
of at least 30.0% in principal amount of the Outstanding Notes of such series have requested the Trustee in writing to pursue the remedy;


 


(iii)          such
Holder or Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;


 


(iv)          the
Trustee has not complied with the request within 60 days after receipt of the request and the offer of security or indemnity; and


 


(v)           the
Holders of a majority in principal amount of the Outstanding Notes of such series have not given the Trustee a direction inconsistent
with the request within such 60-day period.


 


A Holder may not use this Indenture to affect,
disturb or prejudice the rights of another Holder, to obtain a preference or priority over another Holder or to enforce any right under
this Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 


Section 608.           Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
or any Note and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, any other obligor upon the Notes, the Trustee and the Holders shall, subject
to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 609.           Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 610.           Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 611.           Control
by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee with respect to the Notes of such series; provided that:


 


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture or with the Notes of such series; and


 






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(2)           the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 701, that the Trustee determines is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture,
the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action.


 


Section 612.           Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of any series may,
on behalf of the Holders of all the Notes of such series, waive any past Default hereunder with respect to such series and its consequences,
except a Default:


 


(1)           in
the payment of the principal of or interest on any Note of such series (which may only be waived with the consent of each Holder of Notes
of such series affected); or


 


(2)           in
respect of a covenant or provision hereof that pursuant to the second paragraph of Section 902 cannot be modified or amended
without the consent of the Holder of each Outstanding Note of such series affected.


 


Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In case of any
such waiver, the Company, any other obligor upon the Notes of such series, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Notes of such series, respectively.


 


When a Default or an Event of Default is cured,
it ceases for every purpose under this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of
Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default
is the subject of litigation.


 


Section 613.           Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture
or the Notes, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant. This Section 613 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount
of the Outstanding Notes of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Note on or after the respective Stated Maturity or Interest Payment Dates expressed in such Note.


 


Section 614.           Waiver
of Stay, Extension or Usury Laws. The Company (to the extent that it may lawfully do so) shall not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other similar law wherever
enacted, now or at any time hereafter in force, that would prohibit or forgive the Company from paying all or any portion of the principal
of (or premium, if any) or interest on the Notes of any series contemplated herein or in the Notes of such series or that may affect
the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


 






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Article VII

THE TRUSTEE


 


Section 701.           Certain
Duties and Responsibilities.


 


(a)           Except
during the continuance of an Event of Default:


 


(1)           the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


(2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture,
but need not verify the contents thereof.


 


(b)           In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(c)           Reports
by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).


 


(d)           No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 611.


 


(e)            No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(f)            Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.


 






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Section 702.           Notice
of Defaults. If a Default with respect to the Notes of any series occurs and is continuing and is actually known to a Responsible
Officer of the Trustee, the Trustee must mail within the later of 90 days after it occurs or 30 days after the Trustee obtains knowledge
thereof, to all Holders of Notes of such series as their names and addresses appear in the Note Register, notice of such Default hereunder
known to the Trustee unless such Default shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of the principal of, premium, if any, or interest on any Note of such series, the Trustee shall be protected
in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders.


 


Section 703.           Certain
Rights of Trustee. Subject to the provisions of Section 701:


 


(1)           the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)           any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order thereof, and
any resolution of any Person’s Board of Directors shall be sufficiently evidenced if certified by an Officer of such Person as
having been duly adopted and being in full force and effect on the date of such certificate;


 


(3)           whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officer’s Certificate of the Company;


 


(4)           the
Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)           the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request
or direction of any of the Holders of Notes of any series pursuant to this Indenture, unless such Holders shall have offered the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


 


(6)           the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document;


 


(7)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;


 


(8)           to
the extent permitted by applicable law, the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it
in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(9)           the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Notes of one or more series and this Indenture;


 






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(10)         the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;


 


(11)         in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;


 


(12)         the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and


 


(13)         the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


Section 704.           Trustee’s
Disclaimer. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds
thereof. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes or
the Subsidiary Guarantees. The Trustee shall have no obligation to independently (i) determine or verify if any event has
occurred, (ii) notify the Holders of any event dependent upon the rating of the Notes or (iii) determine or verify
if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation to independently
determine or verify if any Change of Control, Rating Event, Change of Control Triggering Event, or any other event, has occurred or notify
the Holders of any such event.


 


Section 705.           May Hold
Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Note Registrar or such other agent.


 


Section 706.           Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.


 


Section 707.          Compensation
and Reimbursement. The Company and the Subsidiary Guarantors agree, jointly and severally:


 


(1)           to
pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all
services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 






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(2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred
by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct;
and


 


(3)           to
indemnify the Trustee and its directors, officers, agents and employees for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or willful misconduct on the Trustee’s part, arising out of or in connection with the administration
of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, and including reasonable attorneys’ fees and expenses and
court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement
or indemnification, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct
as finally adjudicated by a court of competent jurisdiction. The Trustee will notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Subsidiary Guarantors of their
obligations hereunder.


 


The Trustee shall have a Lien prior to the Notes
as to all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 707,
except with respect to funds held in trust for the benefit of the Holders of particular Notes.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 601(viii) or Section 601(ix), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The Company need not pay for any settlement made
without its consent. The provisions of this Section 707 shall survive the termination of this Indenture and the resignation
or removal of the Trustee.


 


Section 708.           Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, then the Trustee shall eliminate
such interest, apply to the SEC for permission to continue as Trustee with such conflict or resign, to the extent and in the manner provided
by, and subject to the provisions of, the TIA and this Indenture. The Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to the Notes, or a trustee under any other indenture between the Company and the
Trustee.


 


Section 709.           Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder. The Trustee shall be a Person that
is eligible pursuant to the TIA to act as such and has a combined capital and surplus of at least $50.0 million. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then
for the purposes of this Section 709 and to the extent permitted by the TIA, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 709, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 


Section 710.           Resignation
and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 711.


 






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The Trustee may resign at any time with respect
to the Notes of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series.


 


The Trustee may, upon 30 days advance written
notice, be removed at any time with respect to the Notes of any series by Act of the Holders of a majority in principal amount of the
Outstanding Notes of such series, delivered to the Trustee and the Company.


 


If at any time:


 


(1)           the
Trustee shall fail to comply with Section 708 with respect to Notes of any series after written request therefor by the Company
or by any Holder of a Note of such series who has been a bona fide Holder of a Note of such series for at least six months;


 


(2)           the
Trustee shall cease to be eligible under Section 709 and shall fail to resign after written request therefor by the Company
or by any such Holder; or


 


(3)           the
Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


 


then, in any such case, (A) the Company may, upon 30 days
advance written notice, remove the Trustee with respect to all Notes or the Notes of such series, or (B) subject to Section 613,
any Holder of a Note who has been a bona fide Holder of a Note of such series for at least six months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Notes
of such series and the appointment of a successor Trustee or Trustees.


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Notes of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the
Notes of such series and shall comply with the applicable requirements of Section 711. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Notes of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 711, become the successor Trustee with respect to the Notes of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Notes of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 711, then, subject to Section 613,
any Holder of a Note who has been a bona fide Holder of a Note of such series for at least six months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Notes of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Notes of any series and each appointment of a successor Trustee to all Holders in
the manner provided in Section 108. Each notice shall include the name of the successor Trustee with respect to the Notes
of such series and the address of its Corporate Trust Office.


 


Section 711.           Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.


 






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Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to above.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VII.


 


Section 712.           Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion, sale or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder; provided that such corporation shall be otherwise qualified and eligible under this Article VII,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have
been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


 


Section 713.           Preferential
Collection of Claims Against the Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Notes), the Trustee shall be subject to the provisions of the TIA regarding the collection of claims against the Company (or
any such other obligor) or realizing on certain property received by it in respect of such claims.


 


Section 714.           Appointment
of Authenticating Agent. With respect to one or more series of Notes, the Trustee may appoint an Authenticating Agent acceptable
to the Company to authenticate the Notes of such series. Any such appointment shall be evidenced by an instrument in writing signed by
a Responsible Officer, a copy of which instrument shall be promptly furnished to the Company. Unless limited by the terms of such appointment,
an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication (or
execution of a certificate of authentication) by the Trustee includes authentication (or execution of a certificate of authentication)
by such Authenticating Agent. An Authenticating Agent has the same rights as any Note Registrar, Paying Agent or agent for service of
notices and demands.


 


Article VIII

HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY


 


Section 801.           The
Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:


 


(1)           semi-annually,
not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of such series as of such Regular Record Date; and


 






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(2)           at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided,
however, that if and to the extent and so long as the Trustee shall be the Note Registrar, no such list need be furnished pursuant
to this Section 801.


 


Section 802.           Preservation
of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list, if any, furnished to the Trustee as provided in Section 801 and
the names and addresses of Holders received by the Trustee in its capacity as Note Registrar; provided, however, that if
and so long as the Trustee shall be the Note Registrar, the Note Register shall satisfy the requirements relating to such list. None
of the Company, any Subsidiary Guarantor, the Trustee or any other Person shall be under any responsibility with regard to the accuracy
of such list. The Trustee may destroy any list furnished to it as provided in Section 801 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee,
shall be as provided by the TIA.


 


Every Holder of Notes, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor the Trustee, nor any agent of either of them, shall be
held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.


 


Section 803.           Reports
by Trustee. Within 60 days after each July 15, beginning with July 15, 2022, the Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner
provided pursuant thereto for so long as any Notes remain outstanding. A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee or any applicable listing agent with each stock exchange upon which any Notes are listed, with the
SEC and with the Company. The Company will notify the Trustee when any Notes are listed on any stock exchange, but any failure to so
notify the Trustee shall not constitute a Default or Event of Default by the Company.


 


Article IX

AMENDMENT, SUPPLEMENT OR WAIVER


 


Section 901.           Without
Consent of Holders. Without the consent of (or notice to) any Holders of Notes, the Company, the Trustee and (as applicable) each
Subsidiary Guarantor may amend or supplement this Indenture or the Notes of one or more series, for any of the following purposes:


 


(1)           to
cure any ambiguity, mistake, omission, defect or inconsistency (as determined by the Company);


 


(2)           to
provide for the assumption by a Successor Company of the obligations of the Company or a Subsidiary Guarantor under this Indenture;


 


(3)           to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that any such uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code);


 


(4)           to
add Guarantees with respect to Notes of any series, to secure the Notes of any series, or to confirm and evidence the release, termination
or discharge of any Guarantee or Lien with respect to or securing the Notes of any series when such release, termination or discharge
is provided for under this Indenture or the Notes of such series;


 






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(5)           to
add to the covenants of the Company or Events of Default with respect to the Notes of any series for the benefit of the Holders of Notes
of such series or to surrender any right or power conferred upon the Company;


 


(6)           to
provide for the issuance of, and establish the form and terms and conditions of, Notes (including Additional Notes) of any series as
permitted by this Indenture;


 


(7)           to
conform the text of this Indenture (including any Notes Supplemental Indenture, Board Resolution or Officer’s Certificate establishing
the terms of such series pursuant to this Indenture), the Notes (including any Additional Notes) or any Subsidiary Guarantee to any provision
of the “Description of Notes” section of the Offering Memorandum or, with respect to any Additional Notes and any Notes Supplemental
Indenture, Board Resolution or Officer’s Certificate establishing the terms of such Additional Notes pursuant to this Indenture,
to the “Description of Notes” section of the offering memorandum relating to the issuance of such Additional Notes solely
to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of
the Initial Notes, as contemplated by Section 301;


 


(8)           to
increase or decrease the minimum denomination of the Notes to equal the dollar equivalent of €1,000 rounded up to the nearest $1,000
(including for the purposes of redemption or repurchase of any Note in part);


 


(9)           to
make any change that does not materially adversely affect the rights of any Holder of a Note of any series under the Notes of such series
or this Indenture (as determined by the Company);


 


(10)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series
and to add to or change any provision of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee; or


 


(11)         to
comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA (if applicable).


 


Section 902.           With
Consent of Holders. The Company, the Trustee and (if applicable) each Subsidiary Guarantor may amend or supplement this Indenture
or the Notes of one or more series with the written consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Notes of each series affected by such amendment or supplement (including, in each case, consents obtained in connection
with a tender offer or exchange offer for the Notes of such series), and the Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes of any series by written notice to the Trustee (including, in each case, consents obtained in connection
with a tender offer or exchange offer for the Notes of such series) may waive any existing Default or Event of Default or compliance
by the Company or any Subsidiary Guarantor with any provision of this Indenture or the Notes with respect to such series; provided
that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then
Outstanding under this Indenture, then only the consent of the Holders of not less than a majority in principal amount of the Notes of
such series then Outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for the
Notes of such series) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes
in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the
consent of the Holders of not less than a majority in principal amount of the Notes of such series then Outstanding (including, in each
case, consents obtained in connection with a tender offer or exchange offer for the Notes of such series) shall be required.


 






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Notwithstanding the provisions of this Section 902,
without the consent of Holders of at least 90.0% of the principal amount of the Notes of each series affected (including, in each case,
consents obtained in connection with a tender offer or exchange offer for the Notes of such series), an amendment or waiver, including
a waiver pursuant to Section 612, may not:


 


(i)            reduce
the principal amount of the Notes whose Holders must consent to an amendment or waiver;


 


(ii)           reduce
the rate of or extend the time for payment of interest on any Note;


 


(iii)          reduce
the principal of or extend the Stated Maturity of any Note;


 


(iv)          reduce
the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section 6
of the applicable Notes Supplemental Indenture;


 


(v)           make
any Note payable in money other than that stated in such Note;


 


(vi)          amend
or waive the legal right of any Holder of any Note to receive payment of principal of and interest on such Note on or after the respective
Stated Maturity for such principal or Interest Payment Date for such interest expressed in such Note, or to institute suit for the enforcement
of any such payment on or after such respective Stated Maturity or Interest Payment Date; or


 


(vii)         make
any change in the amendment or waiver provisions described in this paragraph.


 


Any amendment, supplement or waiver consented
to by Holders of at least 90.0% of the principal amount of the Notes of each series affected will be binding on any non-consenting Holder
of the Notes of such series affected. It shall not be necessary for the consent of the Holders under this Section 902 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.


 


After an amendment, supplement or waiver under
this Section 902 becomes effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.


 


Section 903.           Execution
of Amendments, Supplements or Waivers. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX
if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall
receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that
the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that,
subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws
now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including
standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such
amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms.


 






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Section 904.     Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of that Note or any Note that evidences all or any part of the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph of this Section 904,
any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note by written notice to the Trustee or the Company,
received by the Trustee or the Company, as the case may be, before the date on which the Trustee receives an Officer’s Certificate
certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the
amendment, supplement or waiver. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the
Holders entitled to consent to any amendment, supplement or waiver as set forth in Section 106.





 


After an
amendment, supplement or waiver becomes effective, it shall bind every Holder of Notes of each series affected by such amendment, supplement
or waiver.


 


Section 905.     Notation
on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee shall (if required by the
Company and in accordance with the specific direction of the Company) request the Holder of the Note to deliver it to the Trustee. The
Trustee shall (if required by the Company and in accordance with the specific direction of the Company) place an appropriate notation
on the Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Article X

REDEMPTION OF NOTES


 


Section 1001.     Applicability
of Article. Notes of or within any series that are redeemable in whole or in part before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture,
as contemplated by Section 301) in accordance with this Article X.


 


Section 1002.     Selection
by Trustee of Notes to Be Redeemed. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture,
as contemplated by Section 301, in the case of any partial redemption, selection of the Notes for redemption will be made
by the Trustee not more than 60 days prior to the Redemption Date (except that such notice may be delivered more than 60 days
prior to the Redemption Date if the Redemption Date is delayed as provided in Section 6 of the applicable Notes Supplemental Indenture)
on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate
(and in case of Global Notes, subject to the procedures of the Depositary), although no Note less than the Minimum Denomination in original
principal amount will be redeemed in part.


 


The Trustee
shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. On and after the Redemption Date, unless the company defaults in payment of the redemption
price, interest will cease to accrue on Notes or portions thereof called for redemption.


 


For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note that has been or is
to be redeemed.


 






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Section 1003.     Notice
of Redemption. Subject to the final paragraph of Section 108, unless otherwise specified for Notes of any series in the
applicable Notes Supplemental Indenture, as contemplated by Section 301, notice of redemption or purchase as provided in
Section 1001 shall be given electronically or, at the Company’s option, by first-class mail, postage prepaid, mailed
not less than 10 nor more than 60 days prior to the Redemption Date (except that such notice may be delivered more than 60 days
prior to the Redemption Date if such notice is issued in connection with the defeasance of Notes pursuant to Section 1201
or a satisfaction and discharge of this Indenture pursuant to Section 1101 or of such Notes pursuant to Section 1102,
or if the Redemption Date is delayed, in each case, as provided in Section 6 of the applicable Notes Supplemental Indenture), to
each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register (with a copy to the Trustee). Each
notice of redemption shall identify the Notes to be redeemed (including the CUSIP number).


 





Any
such notice shall state:


 


(1)            the
expected Redemption Date;


 


(2)            the
redemption price (or the formula by which the redemption price will be determined);


 


(3)            if
less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the portion of the respective
principal amounts) of the Notes to be redeemed;


 


(4)            that,
on the Redemption Date, the redemption price will become due and payable upon each such Note, and that, unless the Company defaults in
making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest
thereon shall cease to accrue from and after said date; and


 


(5)            the
place where such Notes are to be surrendered for payment of the redemption price.


 


In addition,
if such redemption, purchase or notice is subject to satisfaction of one or more conditions precedent, as permitted by Section 6
of the applicable Notes Supplemental Indenture, such notice shall describe each such condition, and if applicable, shall state that,
in the Company’s sole and absolute discretion, the Redemption Date may be delayed until such time as any or all such conditions
shall be satisfied (or waived by the Company in its sole and absolute discretion), or such redemption or purchase may not occur and such
notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole and absolute
determination, may not be) satisfied (or waived by the Company in its sole and absolute discretion) by the Redemption Date, or by the
Redemption Date as so delayed. The Company will provide written notice to the Trustee prior to the close of business two Business Days
prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or
delayed, and upon receipt the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was
given.


 


The Company
may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to
such redemption may be performed by another Person.


 


 


Notice of
such redemption or purchase of Notes to be so redeemed or purchased at the election of the Company shall be given by the Company or,
at the Company’s request (made to the Trustee at least five Business Days (or such shorter period as shall be satisfactory to the
Trustee) prior to the date on which notice will be sent to Holders), by the Trustee in the name and at the expense of the Company. Any
such request will set forth the information to be stated in such notice, as provided by this Section 1003.


 


The notice
if mailed in the manner herein provided shall be conclusively presumed to have been given, whether or not the Holder receives such notice.
In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.


 






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Section 1004.     Deposit
of Redemption Price. Unless otherwise specified for Notes of any series in the applicable Notes Supplemental Indenture, as contemplated
by Section 301, on or prior to 12:00 p.m., New York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 403) an amount of money sufficient to pay the redemption price of, and any accrued and unpaid interest
on, all the Notes or portions thereof which are to be redeemed on that date.


 


Section 1005.     Notes
Payable on Redemption Date. Notice of redemption having been given as provided in this Article X or in the applicable
Notes Supplemental Indenture, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price
specified herein or in the applicable Notes Supplemental Indenture and from and after such date (unless the Company shall default in
the payment of the redemption price or the Paying Agent is prohibited from paying the redemption price pursuant to the terms of this
Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such notice, such
Notes shall be paid by or on behalf of the Company at the redemption price. Installments of interest whose Interest Payment Date is on
or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.


 


On and after
any Redemption Date, if money sufficient to pay the redemption price of and any accrued and unpaid interest on Notes called for redemption
shall have been made available in accordance with Section 1004, the Notes (or the portions thereof) called for redemption
will cease to accrue interest and the only right of the Holders of such Notes (or portions thereof) will be to receive payment of the
redemption price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such Notes (or portions
thereof) to but not including the Redemption Date. If any Note (or portion thereof) called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne
by the Note (or portion thereof).


 


Section 1006.     Notes
Redeemed in Part. Any Note that is to be redeemed only in part shall be surrendered at the Place of Payment (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or its attorney duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered
(or, if the Note is a Global Note, through book-entry transfer and an adjustment shall be made to the schedule attached thereto).


 


Article XI

SATISFACTION AND DISCHARGE


 


Section 1101.     Satisfaction
and Discharge of Indenture. With respect to the Notes of any series, this Indenture shall be discharged and shall cease to be of
further effect (except as to any surviving rights of registration of transfer or exchange of Notes of such series herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company
acknowledging satisfaction and discharge of the Outstanding Notes of such series and this Indenture, when:


 






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(i)           either:


 


(a)           all
Notes of such series theretofore authenticated and delivered (other than (i) Notes of such series that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes of such series
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee
for cancellation; or


 


(b)           all
such Notes of such series not theretofore cancelled or delivered to the Trustee for cancellation:


 


(1)            have
become due and payable;


 


(2)            will
become due and payable at their Stated Maturity within one year; or


 


(3)            have
been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


(ii)         the
Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations, or a combination thereof,
sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such series of Notes not theretofore cancelled or delivered
to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes that
have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided that if such redemption
is made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the amount of money or U.S.
Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined
using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith (which calculation
shall be conclusive), and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on
the Redemption Date, as required by Section 1004, as necessary to pay the Applicable Premium as determined on such date);


 


(iii)         the
Company has paid or caused to be paid all other sums then payable hereunder by the Company with respect to the Outstanding Notes of such
series; and


 


(iv)         the
Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each to the effect that
all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have
been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including
as to compliance with the foregoing clauses (i), (ii) and (iii)).


 


In the event
there are Notes of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to Notes of such series as to which it is Trustee and if the other
conditions thereto are met.


 






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Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of Notes, the obligations of the Company to the Trustee under
Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the obligations
of the Trustee under Section 1103 shall survive such satisfaction and discharge.


 





Section 1102.     Satisfaction
and Discharge of Notes of a Series. The Outstanding Notes of any series shall be discharged and shall cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of such Notes herein expressly provided for), and the Trustee,
on demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction
and discharge of the Outstanding Notes of such series, when


 


(i)           either:


 


(a)            all
Notes of such series theretofore authenticated and delivered (other than (x) Notes that have been destroyed, lost or stolen
and that have been replaced or paid as provided in Section 306, and (y) Notes of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation;
or


 


(b)            all
Notes of such series not theretofore cancelled or delivered to the Trustee for cancellation:


 


(1)            have
become due and payable;


 


(2)            will
become due and payable at their Stated Maturity within one year; or


 


(3)            have
been called for redemption, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;


 


(ii)           the
Company has irrevocably deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination thereof,
sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes of such series not previously cancelled
or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case
of Notes of such series that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided
that if such redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the
amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited
shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good
faith (which calculation shall be conclusive), and (y) the Company must irrevocably deposit or cause to be deposited additional
money in trust on the Redemption Date, as required by Section 1004, as necessary to pay the Applicable Premium as determined
on such date);


 


(iii)           the
Company has paid or caused to be paid all other sums with respect to Notes of such series then payable hereunder by the Company; and


 


(iv)           the
Company has delivered to the Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each to the effect that
all conditions precedent provided for in this Section 1102 relating to the satisfaction and discharge of such Notes of such
series have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact
(including as to compliance with the foregoing clauses (i), (ii) and (iii)).


 






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Notwithstanding
the satisfaction and discharge of the Notes of any series, if such satisfaction and discharge is effected through redemption in
accordance with Section 1102(i)(b)(3), the provisions of Section 1005 shall survive such satisfaction and discharge,
and the other provisions of Article X (and of each applicable Notes Supplemental Indenture) shall survive such satisfaction
and discharge until the Redemption Date shall have occurred.





 


Section 1103.     Application
of Trust Money. Subject to the provisions of the last paragraph of Section 403, all money and/or U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to Section 1101 or Section 1102 shall be
held in trust and applied by it, in accordance with the provisions of the Notes of the applicable series and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest on the Notes of such series; but such money need not be segregated from other funds except to the extent required
by law.


 


Article XII

DEFEASANCE OR COVENANT DEFEASANCE


 


Section 1201.     The
Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may at its option, at any time, elect to have terminated
the obligations of the Company with respect to the Outstanding Notes of any series and to have terminated all of the obligations of the
Subsidiary Guarantors with respect to the Subsidiary Guarantees of such series, in each case, as set forth in this Article XII,
and elect to have either Section 1202 or Section 1203 be applied to all of the Outstanding Notes of such series
(the “Defeased Notes”), upon compliance with the conditions set forth in Section 1204. Either Section 1202
or Section 1203 may be applied to the Defeased Notes to any Redemption Date or the Stated Maturity of the Notes.


 


Section 1202.     Defeasance
and Discharge. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202,
the Company shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes and the Subsidiary
Guarantors shall be deemed to have been released and discharged from their obligations with respect to the Subsidiary Guarantees, on
the date the relevant conditions set forth in Section 1204 below are satisfied (hereinafter, “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented
by the Defeased Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205
and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each of the
Subsidiary Guarantors shall be deemed to have satisfied all other obligations under the Defeased Notes and this Indenture insofar as
the Defeased Notes are concerned (and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested
by the Company acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder:
(a) the rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204
and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on the Defeased
Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304,
305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including the Trustee’s rights under Section 707, which shall survive the satisfaction and discharge of this Indenture,
and (d) this Article XII. If the Company exercises its option under this Section 1202, payment of
the Defeased Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article XII,
the Company may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise
of its option under Section 1203 with respect to the Defeased Notes.


 






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Section 1203.     Covenant
Defeasance. Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1203,
(a) the Company and the Subsidiary Guarantors shall be released from their respective obligations under any covenant or provision
contained in Section 404, Sections 406 through 411, inclusive and Section 413, and the provisions
of clauses (iii) and (iv) of Section 501(a) shall not apply, and (b) the occurrence of any
event specified in clause (iii) (with respect to clauses (iii) and (iv) of Section 501(a)), (iv),
(v) (with respect to Section 404, Sections 406 through 411, inclusive and Section 413),
(vi), (vii), (viii) (with respect to Significant Subsidiaries), (ix) (with respect to Significant Subsidiaries), (x) or
(xi) of Section 601 shall be deemed not to be or result in an Event of Default, in each case with respect to the Defeased
Notes on and after the date the conditions set forth in Section 1204 are satisfied (hereinafter, “Covenant Defeasance”),
and the Defeased Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent
or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant or provision, but shall continue
to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with
respect to the Defeased Notes, the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 601,
but, except as specified above, the remainder of this Indenture and such Defeased Notes shall be unaffected thereby.


 





Section 1204.     Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 1202 or
Section 1203 to the Defeased Notes:


 


(1)          the
Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government Obligations,
or a combination thereof in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium,
if any, and interest on the Defeased Notes to the Stated Maturity or relevant Redemption Date in accordance with the terms of this Indenture
and such Notes (provided that if such redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental
Indenture, (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must irrevocably
deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as
calculated by the Company in good faith (which calculation shall be conclusive), and (y) the Company must irrevocably deposit
or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1004, as necessary to pay
the Applicable Premium as determined on such date);


 


(2)          no
Default or Event of Default shall have occurred and be continuing on the date of such deposit;


 


(3)          such
deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it is bound;


 


(4)          in
the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel from White &
Case LLP or other counsel in the United States to the effect that (x) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable U.S. federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm to the effect that, the beneficial owners
of the Defeased Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Defeasance and
will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Defeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated
and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403)
not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity
within one year, or have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;


 






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(5)          in
the case of an election under Section 1203, the Company shall have delivered to the Trustee an Opinion of Counsel from White &
Case LLP or other counsel in the United States to the effect that the beneficial owners of the Defeased Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
and


 


(6)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions
precedent provided for in this Section 1204 relating to either the Defeasance under Section 1202 or the Covenant
Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel
may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204
or as to any matters of fact.


 


Section 1205.     Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or such other Person that would qualify to act as successor trustee under Article VII, collectively and solely for purposes
of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Defeased Notes
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become
due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to
the extent required by law.


 


The Company
shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 1204, or the principal, premium, if any, and interest
received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased
Notes.


 


Anything
in this Article XII to the contrary notwithstanding, the Trustee shall deliver to the Company from time to time, upon Company
Request, any money or U.S. Government Obligations held by it as provided in Section 1204 that, in the opinion of a nationally
recognized accounting or investment banking firm expressed in a written certification thereof to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII,
the Trustee shall not incur any liability to any Person by relying on such opinion.


 


Section 1206.     Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 1202
or 1203, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations of the Company and each of the Subsidiary Guarantors under this Indenture,
the Defeased Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202
or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S.
Government Obligations in accordance with Section 1202 or 1203, as the case may be; provided, however,
that if the Company or any Subsidiary Guarantor makes any payment of principal, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company or Subsidiary Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying Agent.


 






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Section 1207.     Repayment
to the Company. Subject to any applicable abandoned property law, the Trustee shall pay to the Company upon Company Request any money
held by it for the payment of principal or interest that remains unclaimed for two years after the Stated Maturity or the Redemption
Date, as the case may be. After payment to the Company, Holders entitled to money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person and all liability of the Trustee or Paying Agent with respect to
such money shall thereupon cease.


 


Article XIII

SUBSIDIARY GUARANTEES


 


Section 1301.     Guarantees
Generally.


 


(a)            Guarantee
of Each Subsidiary Guarantor. Each Subsidiary Guarantor from time to time party hereto, as primary obligor and not merely as surety,
will jointly and severally, irrevocably and fully and unconditionally Guarantee, on a senior unsecured basis, the punctual payment when
due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the
Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by
such Subsidiary Guarantors being herein called the “Subsidiary Guaranteed Obligations”).


 


The obligations
of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities
of such Subsidiary Guarantor (including any Guarantee by it of any Credit Facility Indebtedness), and after giving effect to any collections
from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor
under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, a breach
of applicable capital preservation rule, or being void or unenforceable under any law relating to insolvency of debtors.


 


(b)           Further
Agreements of Each Subsidiary Guarantor.


 


(i)            Each
Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective
of the validity, regularity or enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary
Guarantor to the Holders or the Trustee hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment
against the Company, any action to enforce the same, whether or not a notation concerning its Subsidiary Guarantee is made on any particular
Note, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.


 






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(ii)            Each
Subsidiary Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against
the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in Section 1303)
its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture
and this Subsidiary Guarantee. Such Subsidiary Guarantee is a guarantee of payment and not of collection. Each Subsidiary Guarantor further
agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the
other hand, subject to this Article XIII, (1) the maturity of the obligations guaranteed by its Subsidiary Guarantee
may be accelerated as and to the extent provided in Article VI for the purposes of such Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed by such Subsidiary Guarantee,
and (2) in the event of any acceleration of such obligations as provided in Article VI, such obligations (whether
or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor in accordance with the terms of this Section 1301
for the purpose of such Subsidiary Guarantee. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies or to take any other steps under any security for the Subsidiary Guaranteed Obligations or against the Company
or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance
by any or all Subsidiary Guarantors of their obligations under their respective Subsidiary Guarantees or under this Indenture.


 





(iii)            Until
terminated in accordance with Section 1303, each Subsidiary Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent
or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise
be restored or returned by any obligee on such Notes, whether as a “voidable preference,” “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.


 


(c)          Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary Guarantee shall have the right to seek contribution from
the Company or any non-paying Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations in respect
of which such payment or distribution is made, so long as the exercise of such right does not impair the rights of the Holders under
the Subsidiary Guarantees.


 


(d)          Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that its Subsidiary Guarantee, and the waiver set forth in Section 1304, are knowingly made in contemplation
of such benefits.


 


(e)          Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including
reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary Guarantee.


 


Section 1302.     Continuing
Guarantees.


 


(a)          Each
Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full force
and effect until payment in full of the principal amount of all Outstanding Notes of a series (whether by payment at maturity, purchase,
redemption, defeasance, retirement or other acquisition), but only with respect to such series of Notes, and all other Subsidiary Guaranteed
Obligations of the Subsidiary Guarantor then due and owing, (ii) be binding upon such Subsidiary Guarantor and (iii) inure
to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.


 






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(b)            The
obligations of each Subsidiary Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any
time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder and under its
Subsidiary Guarantee (whether such payment shall have been made by or on behalf of the Company or by or on behalf of a Subsidiary Guarantor)
is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any
Subsidiary Guarantor or otherwise, all as though such payment had not been made.


 


Section 1303.     Release
of Subsidiary Guarantees. Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to termination
and discharge under the circumstances described in this Section 1303. Any Subsidiary Guarantor will automatically and unconditionally
be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged
and of no further force or effect, (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise)
of any such Subsidiary Guarantor or any interest therein, or any other transaction, in accordance with the terms of this Indenture (including
Section 408 and Section 501), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary
of the Company, (ii) at any time that any such Subsidiary Guarantor is (or substantially concurrently with the release of
the subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary
Guarantor, will be) released from all of its obligations under its Guarantee of payment by the Company of any Indebtedness of the Company
under the Senior Credit Facility and any applicable Refinancing Credit Facility (it being understood that a release subject to contingent
reinstatement is still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated
to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 410),
(iii) upon the merger or consolidation of any such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor
that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer
of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any such Subsidiary Guarantor
becoming an Unrestricted Subsidiary or ceasing to constitute a Domestic Subsidiary of the Company, (v) at any time after
the Termination Date, upon the merger or consolidation of any Subsidiary Guarantor with and into another Subsidiary that is not a Subsidiary
Guarantor with such other Subsidiary being the surviving Person in such merger or consolidation, or upon liquidation of such Subsidiary
Guarantor following the transfer of all of its assets to a Subsidiary that is not a Subsidiary Guarantor, (vi) upon legal
or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, (vii) subject
to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes of a series then Outstanding, but
only with respect to such series of Notes, and all other Subsidiary Guaranteed Obligations then due and owing, or (viii) upon
a Subsidiary Guarantor becoming (or substantially concurrently with it becoming) a Special Purpose Subsidiary, or if as a result of the
release of the Subsidiary Guarantee of such Subsidiary Guarantor, it will become a Special Purpose Subsidiary. In addition, the Company
will have the right, upon 10 days’ written notice to the Trustee (or such shorter period as agreed to by the Trustee), to
cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under a Senior Credit
Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon
terminate and be discharged and of no further force or effect.


 






    111


     


    

 


Upon any
such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably requested by the Company
in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.


 





Section 1304.     Waiver
of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes
and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including any
right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder
of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law,
until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary
Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have
been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured,
in accordance with the terms of this Indenture.


 


Section 1305.     Notation
Not Required. Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any Subsidiary
Guarantee or any release, termination or discharge thereof.


 


Section 1306.     Successors
and Assigns of Subsidiary Guarantors. All covenants and agreements in this Indenture by each Subsidiary Guarantor shall bind its
respective successors and assigns, whether so expressed or not.


 


Section 1307.     Execution
and Delivery of Subsidiary Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary
Guarantor pursuant to Section 410, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor
pursuant to Section 410, to promptly execute and deliver to the Trustee a supplemental indenture substantially in the form
set forth in Exhibit D to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing
its Subsidiary Guarantee on substantially the terms set forth in this Article XIII. Concurrently therewith, the Company shall
deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental
indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy,
insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting
creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair
dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding
agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms.


 


Section 1308.     Notices.
Notice to any Subsidiary Guarantor shall be sufficient if addressed to such Subsidiary Guarantor care of the Company at the address,
place and manner provided in Section 107.


 






    112


     


    

 





IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.


 


	 	THE
    HERTZ CORPORATION
	 	 
	 	 
	 	By: 	/s/ M. David Galainena 
	 	 	Name: M. David Galainena
	 	 	Title: Executive Vice President, General Counsel and Secretary
	 	 
	 	DOLLAR
    RENT A CAR, INC. 
	 	DOLLAR
    THRIFTY AUTOMOTIVE GROUP, INC. 
	 	DTG
    OPERATIONS, INC. 
	 	DTG
    SUPPLY, LLC 
	 	FIREFLY
    RENT A CAR LLC 
	 	HERTZ
    CAR SALES LLC 
	 	HERTZ
    GLOBAL SERVICES CORPORATION 
	 	HERTZ
    LOCAL EDITION CORP. 
	 	HERTZ
    LOCAL EDITION TRANSPORTING, INC. 
	 	HERTZ
    SYSTEM, INC.  
	 	HERTZ
    TECHNOLOGIES, INC.
	 	HERTZ
    TRANSPORTING, INC. 
	 	RENTAL
    CAR GROUP COMPANY, LLC 
	 	SMARTZ
    VEHICLE RENTAL CORPORATION 
	 	THRIFTY
    CAR SALES, INC. 
	 	THRIFTY,
    LLC 
	 	THRIFTY
    RENT-A-CAR SYSTEM, LLC 
	 	TRAC
    ASIA PACIFIC, INC.
	 	 
	 	 
	 	By: 	/s/ M. David Galainena 
	 	 	Name: M. David Galainena 
	 	 	Title: Vice President, General Counsel and Secretary







 


[Signature
Page to Indenture]


 






    


     


    

 


	 	COMPUTERSHARE
    TRUST COMPANY, N.A.,
	 	as
    Trustee
	 	 
	 	 
	 	By: 	/s/ Scott Little
	 	 	Name: Scott Little
	 	 	Title: Vice President




 


 


[Signature
Page to Indenture]


 






    


     


    

 


 


Exhibit A


 


Form of
Initial Note1


 


(FACE OF
NOTE)


 


THE HERTZ
CORPORATION


 


[  ]%
Senior Notes due [  ]


 


CUSIP No. [  ]2





ISIN [  ]3


 


	No. __________	 	 	 	$ _____________




 


The Hertz
Corporation, a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”),
promises to pay to ____________________, or its registered assigns, the principal sum of $________________ ([  ] United States
Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 312 and 313
of the Indenture referred to on the reverse hereof)]4 (the “Principal Amount”) on [  ], [  ].


 


The Company promises to pay
interest semi-annually in arrears on [  ] and [  ] in each year, commencing [  ], at the rate of [  ]%
per annum (subject to adjustment as provided below), until the Principal Amount is paid or made available for payment. [Interest on this
Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided
for or, if no interest has been paid, from the Issue Date.]5 [Interest on this Note will accrue (or will be deemed to have
accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for
or, if no such interest has been paid, from [  ], [  ]6.]7


 


Interest
on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the
[  ] or [  ] (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment
of the principal of (and premium, if any) and interest on this Note will be made at the office of the applicable Paying Agent, or such
other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company
payment of interest may be made by wire transfer of immediately available funds to the account designated to the Company by the Person
entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.


 





Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.





 





 






1    Insert any applicable legends from Article II.


2    Insert applicable CUSIP.


3    Insert applicable ISIN.


4    Include only for Initial Notes.


5    Include only for Initial Notes.


6    Insert applicable date.


7    Include only for Additional Notes. 


 






    A-1


     


    








 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	 	THE HERTZ CORPORATION
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 




    A-2


     


    

 


This is one of the Notes referred to in the within
mentioned Indenture.


 


	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	As Trustee
	 	 	 
	 	By: 	        
	 	 	Authorized Signatory


 


Dated: _______________


 






    A-3


     


    

 


(REVERSE OF NOTE)


 


This Note is one of the duly authorized issue of
[  ]% Senior Notes due [  ] of the Company (herein called the “Notes”), issued under an Indenture,
dated as of November 23, 2021 (herein called the “Indenture,” which term shall have the meaning assigned to it
in such instrument), among the Company, as issuer, the Subsidiary Guarantors from time to time parties thereto, and Computershare Trust
Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture. The Notes are subject to all
such terms, and Holders are referred to the Indenture for a statement of such terms. To the maximum extent permitted by law, in the case
of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. Additional Notes
may be issued from time to time in one or more series under the Indenture and (except as provided in Section 902 of the Indenture)
will vote (or consent) as a single class with the Notes and otherwise be treated as Notes for purposes of the Indenture.


 


All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


This Note may hereafter be entitled to certain
senior Subsidiary Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the Indenture for terms relating
to such Subsidiary Guarantees, including the release, termination and discharge thereof. Neither the Company nor any Subsidiary Guarantor
shall be required to make any notation on this Note to reflect any Subsidiary Guarantee or any such release, termination or discharge.


 


The Notes will be redeemable, at the Company’s
option, in whole or in part, as provided in the Indenture and the [ ] Supplemental Indenture, dated as of [  ], 20[  ],
among the Company, the Subsidiary Guarantors party thereto and the Trustee.


 


The Indenture provides (as and to the extent set
forth therein) that, upon the occurrence after the Issue Date of a Change of Control Triggering Event, each Holder will have the right
to require that the Company repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to but not including the date of such repurchase (subject to the right
of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to
or on the purchase date); provided, however, that the Company shall not be obligated to repurchase Notes in the event it
has exercised its right to redeem all the Notes as provided in the Indenture.


 


The Notes will not be entitled to the benefit of
a sinking fund.


 


The Indenture contains provisions for defeasance
at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect to this
Note, in each case upon compliance with certain conditions set forth in the Indenture.


 


[If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.]8


 





 






		8	Include unless otherwise provided in the Notes Supplemental
Indenture establishing the applicable series of Notes.



 






    A-4


     


    

 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes (as such terms are defined in the Indenture). The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Outstanding Notes (as such terms are defined in
the Indenture), on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Notes, the Holders of not less than 30.0% in principal amount of the Outstanding
Notes (as such terms are defined in the Indenture) shall have made written request to the Trustee to pursue such remedy in respect of
such Event of Default as Trustee and offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability
or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Notes (as such terms
are defined in the Indenture) a direction inconsistent with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of security or indemnity.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable only in fully registered
form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge
payable in connection therewith.


 


Prior to due presentment of this Note for registration
of transfer, the Company, any other obligor in respect of this Note, the Trustee and any agent of the Company, such other obligor or the
Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and none of the Company, any other obligor upon this Note, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No director, officer, employee, incorporator or
stockholder, as such, of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation
of the Company, or any Subsidiary Guarantor under the Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in
respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.


 






    A-5


     


    

 


THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THIS NOTE
AND (BY ITS ACCEPTANCE OF THIS NOTES) THE HOLDER HEREOF, AGREE TO SUBMIT TO THE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS
NOTE OR THE SUBSIDIARY GUARANTEES.


 






    A-6


     


    

 


[FORM OF CERTIFICATE OF TRANSFER]


 


FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and
transfer(s) unto


 


 


(Insert Taxpayer Identification No.)


 


 


 


 


 


 


 


 


(Please print or type name and address including
zip code of assignee)


 


the within Note and all rights thereunder, hereby irrevocably constituting
and appointing


 


 


attorney to transfer such Note on the books of the Company with full
power of substitution in the premises.


 


Check One


 


	 ̈  (a)	this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.
	 	 
	 	or
	 	 
	 ̈  (b)	this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.


 


If neither of the foregoing boxes is checked, the Trustee or other
Note Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture shall have been satisfied.


 


Date: _______________


 


NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.


 


Signature Guarantee*: ___________________________


 


		*	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



 






    A-7


     


    

 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


Dated: _____________________


 


NOTICE: To be executed by an executive officer


 






    A-8


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to have this Note purchased by the
Company pursuant to Section 408 or 411 of the Indenture, check the appropriate box below:


 


 ̈
Section 408 (Asset Disposition Offer)       ̈ Section 411 (Change of Control Offer)


 


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 408 or 411 of the Indenture, state the amount (in principal amount) below:


 


$_______________


 


Date: _______________


 


	Your Signature: 	 	 
	 	(Sign exactly as your name appears on the
other side of this Note)	 



 


Signature Guarantee*: _________________________


 


		*	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



 






    A-9


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The following increases or decreases in this Global
Note have been made:


 


	Date of
 Exchange	 	Amount of 
 decrease in 
 Principal Amount 
 of this Global Note	 	Amount of 
 increase in 
 Principal Amount 
 of this Global Note	 	Principal Amount 
 of this Global Note 
 following such 
 decrease or 
 increase	 	Signature of
 authorized
 signatory of 
 Trustee or 
 Custodian
	 	 	 	 	 	 	 	 	 



 




    A-10


     


    

 


Exhibit B


 


Form of Certificate of Beneficial Ownership


 


On or after [__________], 20[  ]


 


COMPUTERSHARE TRUST COMPANY, N.A.


Corporate Trust-DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


		Re:	The Hertz Corporation (the “Company”)






[  ]% Senior Notes due 20[  ] (the
 “Notes”)


 


Ladies and Gentlemen:


 


This letter relates to $________ principal amount
of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”).
Pursuant to Section 313(c) of the Indenture dated as of November 23, 2021 relating to the Notes (the “Indenture”),
we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [Temporary] Regulation S
Global Note and (2) we are either (i) a Non-U.S. Person to whom the Notes could be transferred in accordance with
Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended
(the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration
under the Act.


 


You, the Company and counsel for the Company are
entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.


 





	 	Very truly yours,
	 	 
	 	[Name of Holder]
	 	 	 
	 	By: 	        
	 	 	Authorized Signature


 




    	 	B-1	 



     


    

 


Exhibit C


 


Form of Regulation S Certificate


 


COMPUTERSHARE TRUST COMPANY, N.A.


Corporate Trust-DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


		Re:	The Hertz Corporation (the “Company”)






[  ]% Senior Notes due 20[  ] (the
 “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $_____
aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly,
we hereby certify as follows:


 


1.            The
offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting
is excluded from the definition of “U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances
described in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad.


 


2.            Either
(a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf
reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was
pre-arranged with a buyer in the United States.


 


3.            No
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable.


 


4.            The
proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


5.            If
we are a dealer or a person receiving a selling concession or other fee or remuneration in respect of the Notes, and the proposed transfer
takes place before end of the distribution compliance period under Regulation S, or we are an officer or director of the Company
or a distributor, we certify that the proposed transfer is being made in accordance with the provisions of Rules 903 and 904 of Regulation S.


 


6.            If
the proposed transfer takes place before the end of the distribution compliance period under Regulation S, the beneficial interest
in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream (as defined
in such Indenture).


 


7.            We
have advised the transferee of the transfer restrictions applicable to the Notes.


 


You, the Company and counsel for the Company are
entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


 






    	 	C-1	 



     


    

 


	 	Very truly yours,
	 	[NAME OF SELLER]
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 


 


Date of this Certificate: _______________ __, 20____


 




    	 	C-2	 



     


    

 


Exhibit D


 


Form of Supplemental Indenture in Respect
of Subsidiary Guarantee


 


SUPPLEMENTAL INDENTURE, dated as of [_________]
(this “Supplemental Indenture”), among [name of Guarantor(s)] (the “Subsidiary Guarantor(s)”), The
Hertz Corporation, a corporation duly organized and existing under the laws of the State of Delaware (together with its respective successors
and assigns, the “Company”), and each other then existing Subsidiary Guarantor under the Indenture referred to below
(the “Existing Guarantors”), and Computershare Trust Company, N.A., as trustee (the “Trustee”) under
the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Company, any Existing Guarantors and
the Trustee have heretofore become parties to an Indenture, dated as of November 23, 2021 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), providing for the issuance of Notes in series;


 


WHEREAS, Section 1307 of the Indenture provides
that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant
to which the Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a
Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;


 


WHEREAS, each Subsidiary Guarantor desires to enter
into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance
and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder
of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working capital through the Company’s
access to revolving credit borrowings under the Senior Credit Agreement; and


 


WHEREAS, pursuant to Section 901 of the Indenture,
the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company, the
Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:


 


1.            Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined. The words “herein,” “hereto,” “hereof” and “hereby” and other words
of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.            Agreement
to Guarantee. [The] [Each] Subsidiary Guarantor hereby agrees, jointly and severally with [all] [any] other Subsidiary Guarantors
and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject
to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other
applicable provisions of the Indenture as a Subsidiary Guarantor.


 


3.            Termination,
Release and Discharge. [The] [Each] Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or
effect, and [the] [each] Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee,
as and when provided in Section 1303 of the Indenture.


 






    	 	D-1	 



     


    

 


4.            Parties.
Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of [the] [each] Subsidiary Guarantor’s Subsidiary Guarantee or any
provision contained herein or in Article XIII of the Indenture.


 


5.            Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE,
THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION
OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.            Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.


 


7.            Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other
electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile,
PDF or other electronic means shall be deemed to be their original signatures for all purposes. The words “signed”, “signature”
and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental
Indenture shall be deemed to include electronic signatures.


 


This Supplemental Indenture
(or to any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party
only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted
by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,
and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature
Law”); (ii) an original manual signature; or (iii) a faxed, scanned or photocopied manual signature. Each electronic signature
or faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof.


 


8.            Headings.
The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 






    	 	D-2	 



     


    

 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	[NAME OF SUBSIDIARY GUARANTOR(S)],
	 	as Subsidiary Guarantor
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	THE HERTZ CORPORATION
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    D-3


     


    

 


Exhibit E


 


Form of Certificate from Acquiring Institutional
Accredited Investors


 


COMPUTERSHARE TRUST COMPANY, N.A.


Corporate Trust-DAPS Reorg


600 Fourth Street South, 7th Floor


MAC N9300-070


Minneapolis, MN 55415


Phone: 1-800-344-5128


Fax: 1-866-969-1290


Email: dapsreorg@wellsfargo.com


 


Re: The Hertz Corporation (the “Company”)


[  ]% Senior Notes due 20[  ] (the
 “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $___________
aggregate principal amount of Notes, we confirm that:


 


1.              We
understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated
as of November 23, 2021 relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”)
and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the “Securities Act”).


 


2.              We
understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the Notes
may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate or otherwise
dispose of any Notes within two years after the original issuance of the Notes, we will do so only (A) to the Company, (B) inside
the United States to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside
the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to
you a signed letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available), or (F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the
Notes are restricted as stated herein and in the Indenture.


 


3.              We
understand that, on any proposed transfer of any Notes prior to the later of the original issue date of the Notes and the last date the
Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to
furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require
to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the Notes purchased by us will
bear a legend to the foregoing effect.


 


4.              We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are acquiring the Notes for investment purposes and not with
a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able to bear the
economic risk of our or its investment.


 






    E-1


     


    

 


5.              We
are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 


You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	(Name of Transferee)
	 	 
	 	By: 	 
	 	 	Authorized Signature



 






    E-2


     


    

 


Exhibit F


 


 


FORM OF SUPPLEMENTAL INDENTURE ESTABLISHING
A SERIES OF NOTES

THE HERTZ CORPORATION


 


as Issuer


 


[and

the Subsidiary Guarantors from time to time party to the Indenture]

and


 


COMPUTERSHARE TRUST COMPANY, N.A.


 


as Trustee


 


____


 


[  ] SUPPLEMENTAL INDENTURE


 


DATED AS OF [  ], 20[  ]

to the

INDENTURE

DATED AS OF NOVEMBER 23, 2021


 


Providing for the Issuance of

[  ]% Senior Notes due [  ]


 


 






    F-1


     


    

 


[  ]9 SUPPLEMENTAL INDENTURE,
dated as of [_________], 20[  ] (this “Supplemental Indenture”), among The Hertz Corporation (together with
its successors and assigns, the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below
(the “Subsidiary Guarantors”), and Computershare Trust Company, N.A., as Trustee.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Subsidiary Guarantors
and the Trustee are party to the Indenture, dated as of November 23, 2021 (as amended, supplemented or otherwise modified from time
to time, the “Indenture”), which provides for the issuance from time to time of Notes by the Company;


 


WHEREAS, Section 901(6) of the Indenture
provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein;


 


WHEREAS, in connection with the issuance of the
[  ] Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to
establish the forms and terms of the [  ] Notes as hereinafter described; and


 


WHEREAS, pursuant to Section 901 of the Indenture,
the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and
the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:


 


1.              Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 


2.              Title
of Notes. There shall be a series of Notes of the Company designated the “[  ]%10
Senior Notes due 20[  ]”11
(the “[  ]12 Notes”).


 


3.              Maturity
Date. The final Stated Maturity of the [  ] Notes shall be [[  ], 20[  ]]13.


 


4.              Interest
and Interest Rates. Interest on the Outstanding principal amount of [  ] Notes will accrue at the rate of [  ]%14
per annum and will be payable semi-annually in arrears on [[  ] and [  ]]15
in each year, commencing on [[  ], 20[  ]]16,
to Holders of record on the immediately preceding [[  ] and [  ]]17,
respectively (whether or not a Business Day) (each such [  ] and [  ], a “Regular Record Date”).
Interest on the [  ] Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest
has been paid, from [  ], 20[  ], except that interest on any Additional [  ] Notes (as defined below) issued
on or after the first Interest Payment Date will accrue (or will be deemed to have accrued) from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid on such Additional [  ] Notes, from the Interest Payment
Date immediately preceding the date of issuance of such Additional [  ] Notes (or if the date of issuance of such Additional
[  ] Notes is an Interest Payment Date, from such date of issuance); provided that if any [  ] Note issued
in exchange therefor is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the
date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.


 





 






		9	Insert supplement number.



		10	Insert interest rate.



		11	Insert year during which the maturity date falls.



		12	Insert title of notes.



		13	Insert Maturity Date.



		14	Insert interest rate.



		15	Insert Interest Payment Dates.



		16	Insert First Interest Payment Date.



		17	Insert Record Dates.




 






    F-2


     


    

 


5.              [No]
Limitation on Aggregate Principal Amount. The aggregate principal amount of [  ] Notes that may be authenticated and delivered
and Outstanding under the Indenture is [not limited] [limited to $[  ]]18.
[The aggregate principal amount of the [  ] Notes shall initially be $[  ] million.]19
[The aggregate principal amount of the [  ] Notes issued pursuant to this Supplemental Indenture shall be $[  ] million.]20
The Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions
as the [  ] Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on
which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and
will form a single series with, the [  ] Notes (any such Additional Notes, “Additional [  ] Notes”),
unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company,
as contemplated by Section 301 of the Indenture.


 


6.              Redemption.
(a) The [  ] Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to
time on and after [[  ], 20[  ]]21
and prior to maturity thereof at the applicable redemption price set forth below. The [  ] Notes will be so redeemable at the
following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including,
the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on
the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture), if redeemed
during the 12-month period commencing on [  ]22
of the years set forth below:


 


	
    Redemption Period23
	 	
    Price24
	 

	20[  ]	 	[  ]	%
	20[  ]	 	[  ]	%
	20[  ]
and thereafter	 	100.000	%


 





 






		18	Insert whether the applicable series of Notes will be limited
or not.



		19	Insert for the initial notes of any applicable series.



		20	Insert for the Additional Notes of any applicable series.



		21	Insert date upon which the Notes are callable.



		22	Insert date upon which the Notes are callable.



		23	Insert years, adding or deleting lines if applicable.



		24	Insert prices.




 






    F-3


     


    

 


(b)            In
addition, at any time and from time to time on or prior to [  ], 20[  ],25
the Company at its option may redeem the [  ] Notes in an aggregate principal amount equal to up to [  ]%26
of the original aggregate principal amount of the Notes (including the principal amount of any Additional [  ] Notes, or any
other Additional Notes of the same series as the [  ] Notes), with funds in an equal aggregate amount (the “Redemption
Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage
of principal amount thereof) of [  ]%,27
plus accrued and unpaid interest, if any, to but not including the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant
to Section 307 of the Indenture); provided, however, that an aggregate principal amount of [  ] Notes equal
to at least [  ]% 28 of the original
aggregate principal amount of [  ] Notes (including the principal amount of any Additional [  ] Notes, or any other
Additional Notes of the same series as the [  ] Notes) must remain outstanding immediately after each such redemption. Any amount
payable pursuant to this Section 6(b) may be funded from any source (including amounts in excess of the Redemption Amount).


 


(c)            At
any time prior to [[  ], 20[  ]],29
the [  ] Notes may also be redeemed (by the Company or any other person) in whole or in part, at the Company’s option,
at a price (the “Redemption Price”) equal to 100.0% of the principal amount thereof plus the Applicable Premium (as
defined below) as of, and accrued but unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the
Redemption Date pursuant to Section 307 of the Indenture). Calculation of the Applicable Premium will be made by the Company or on
behalf of the Company by such Person as the Company shall designate; provided that such calculation or the correctness thereof
shall not be a duty or obligation of the Trustee.


 


“Applicable Premium” means,
with respect to a [  ] Note at any Redemption Date, the greater of (i) 1.00% of the principal amount of such [  ]
Note and (ii) the excess of (A) the present value at such Redemption Date, calculated as of the date of the applicable
redemption notice, of (1) the redemption price of such [  ] Note on [[  ], 20[  ]]30
(such redemption price being that described in Section 6(a)), plus (2) all required remaining scheduled interest payments
due on such [  ] Note through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount
rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such [  ] Note on such
Redemption Date, as calculated by the Company in good faith (which calculation shall be conclusive) or on behalf of the Company by such
Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee.


 


“Treasury Rate” means, with
respect to a Redemption Date, the weekly average yield to maturity at the time of computation of United States Treasury securities with
a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available
at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to [[  ], 20[  ]];31
provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given,
except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used, in each case, as determined by the Company in good
faith (which determination shall be conclusive).


 





 






		25	Insert date until which equity clawback is applicable.



		26	Insert maximum percentage for equity clawback.



		27	Insert premium.



		28	Insert minimum amount required to remain outstanding.



		29	Insert date upon which the Notes are callable.



		30	Insert date upon which the Notes are callable.



		31	Insert date upon which the Notes are callable.




 






    F-4


     


    

 


(d)            Notwithstanding
clauses (a), (b) and (c) of this Section 6, in connection with any tender for the [  ] Notes, if Holders
of not less than 90.0% of the aggregate principal amount of the outstanding [  ] Notes (including the principal amount of any
Additional [  ] Notes, or any other Additional Notes of the same series as the [  ] Notes) validly tender and do not
withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the [  ]
Notes (including any Additional [  ] Notes and any Additional Notes of the same series as the [  ] Notes) validly
tendered and not withdrawn by such Holders, all of the Holders of the [  ] Notes will be deemed to have consented to such tender
offer and, accordingly, the Company or such other Person will have the right, upon notice given not more than 30 days following such
purchase pursuant to such tender offer, to redeem all of the [  ] Notes that remain outstanding following such purchase at a
price in cash equal to the price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment,
accrued and unpaid interest to but not including the Redemption Date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date).


 


(e)            Any
redemption of Notes pursuant to this Section 6 may be made upon notice sent electronically or, at the Company’s option, mailed
by first-class mail to each Holder’s registered address (with a copy to the Trustee) in accordance with Section 1003 of the
Indenture. The Company may provide in any redemption notice that the payment of the redemption price and the performance of the Company’s
obligations with respect to such redemption may be performed by another Person.


 


(f)             Any
redemption of Notes pursuant to this Section 6 (including in connection with an Equity Offering) or notice thereof may, at the Company’s
discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which
may include consummation of any related Equity Offering or the occurrence of a Change of Control or a Change of Control Triggering Event.
If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s
sole and absolute discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or
waived by the Company in its sole and absolute discretion), or such redemption may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been (or, in the Company’s sole and absolute determination, may not be) satisfied
(or waived by the Company in its sole and absolute discretion) by the Redemption Date, or by the Redemption Date so delayed. The Company
will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption Date (or such shorter
period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide
such notice to each Holder of the [  ] Notes in the same manner in which the notice of redemption was given.


 


7.              [  ]32


 


8.              Form.
The [  ] Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and
Exhibit A attached to the Indenture, as provided for in Section 201 of the Indenture (as such form may be modified in accordance
with Section 301 of the Indenture).


 


9.              Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE,
THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION
OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 





 






		32	Include appropriate provisions in accordance with Section 301(7)
and/or Section 301(8) of the Indenture.



 






    F-5


     


    

 


10.            Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.


 


11.            Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other
electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile,
PDF or other electronic means shall be deemed to be their original signatures for all purposes. The words “signed”, “signature”
and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental
Indenture shall be deemed to include electronic signatures.


 


This Supplemental Indenture
(or to any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party
only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted
by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,
and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature
Law”); (ii) an original manual signature; or (iii) a faxed, scanned or photocopied manual signature. Each electronic signature
or faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof.


 


12.            Headings.
The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 






    F-6


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	THE HERTZ CORPORATION
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[SUBSIDIARY GUARANTORS:]
	 	 
	 	[  ]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    F-7