14.4.
WAIVER OF JURY TRIAL
205
14.5.
Survival of Representations and Warranties
205
14.6.
Other Security and Guarantees
205
14.7.
Fees and Expenses
205
14.8.
Notices
206
14.9.
Binding Effect
207
14.10.
Indemnity of the Agent and the Lenders
207
14.11.
Limitation of Liability
208
14.12.
Final Agreement
209
14.13.
Counterparts; Facsimile Signatures; Electronic Execution
209
14.14.
Captions
209
14.15.
Right of Setoff
209
14.16.
Confidentiality
210
v
14.17.
Conflicts with Other Loan Documents
211
14.18.
Collateral Matters
211
14.19.
No Fiduciary Relationship
211
14.20.
Judgment Currency
211
14.21.
Incremental Indebtedness; Extended Commitments; Extended Loans; Refinancing
Commitments and Refinancing Loans; Additional First Lien Debt
212
14.22.
Lenders
212
14.23.
USA PATRIOT Act
213
14.24.
[Reserved]
213
14.25.
Waiver of Notices
213
14.26.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
213
14.27.
Canadian Anti-Money Laundering Legislation
214
14.28.
Acknowledgement Regarding Any Supported QFCs
214
vi
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B
FORM OF NOTICE OF BORROWING
EXHIBIT C
FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT F
[INTENTIONALLY OMITTED]
EXHIBIT G
FORM OF SOLVENCY CERTIFICATE
EXHIBIT H
[INTENTIONALLY OMITTED]
EXHIBIT I
FORM OF LENDER JOINDER AGREEMENT
EXHIBIT J
FORMS OF U.S. TAX COMPLIANCE CERTIFICATES
EXHIBIT K
FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT
EXHIBIT L
[INTENTIONALLY OMITTED]
SCHEDULE 1.1
LENDERS' COMMITMENTS
SCHEDULE 1.2
U.S. SUBSIDIARY BORROWERS
SCHEDULE 1.2A
GUARANTORS
SCHEDULE 1.3
IMMATERIAL SUBSIDIARIES
SCHEDULE 1.4
UNRESTRICTED SUBSIDIARIES
SCHEDULE 6.4
SUBSIDIARIES
SCHEDULE 6.6
CAPITALIZATION
SCHEDULE 6.9
LITIGATION
SCHEDULE 6.11
ENVIRONMENTAL LAW
SCHEDULE 6.14
ERISA AND PENSION PLAN COMPLIANCE
SCHEDULE 6.15
TAXES
SCHEDULE 6.24(a)
DEPOSIT ACCOUNTS
SCHEDULE 6.24(b)
CREDIT CARD ARRANGEMENTS
SCHEDULE 8.1
DEBT
SCHEDULE 8.2
LIENS
SCHEDULE 8.4
INVESTMENTS
vii
CREDIT AGREEMENT
This Credit Agreement, dated as of July 31, 2019, among the financial
institutions from time to time parties hereto (such financial institutions,
together with their respective successors and assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders"),
Bank of America, N.A., with an office at One Bryant Park, New York, New York
10036, as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of
America, N.A., acting through its Canada branch, with an office at 181 Bay
Street, Toronto Ontario, M5J2V8, as Canadian Swingline Lender, Bank of America,
N.A., JPMorgan Chase Bank, N.A., Capital One, National Association, Wells Fargo
Bank, National Association, Bank of Montreal, Credit Agricole Corporate and
Investment Bank, Goldman Sachs Bank USA, ING Capital LLC, MUFG Union Bank, N.A.,
and TD Bank, N.A., as co-syndication agents (each, in its capacity as a
co-syndication agent, a "Co-Syndication Agent"), Herc Holdings Inc., a Delaware
corporation, with offices at 27500 Riverview Center Blvd., Bonita Springs, FL
34134 (the "Company"), each Subsidiary that is listed on Schedule 1.2 (the "U.S.
Subsidiary Borrowers" and, together with the Company and each Additional
Borrower organized under the Laws of the United States, any state thereof or the
District of Columbia made a party hereto from