COMPANY SHALL, OR SHALL CAUSE ONE
OR MORE ITS AFFILIATES TO, ON BEHALF OF ITSELF AND THE OTHER MEMBERS OF THE
COMPANY GROUP, (SUBJECT TO THE PROVISIONS OF SECTION 3(E)), REIMBURSE MANAGER
FOR SUCH REASONABLE TRAVEL AND OTHER OUT-OF-POCKET EXPENSES ("EXPENSES") AS MAY
BE INCURRED BY MANAGER AND ITS SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR
RESPECTIVE EMPLOYEES AND AGENTS IN THE COURSE OR ON ACCOUNT OF RENDERING ANY
SERVICES UNDER THIS AGREEMENT (INCLUDING THE INITIAL SERVICES), INCLUDING BUT
NOT LIMITED TO ANY APPLICABLE FEES AND EXPENSES OF ANY LEGAL, ACCOUNTING OR
OTHER PROFESSIONAL ADVISORS TO MANAGER AND ITS SUBSIDIARIES AND AFFILIATES AND
ANY EXPENSES INCURRED BY ANY MANAGER DESIGNEE IN CONNECTION WITH THE PERFORMANCE
OF HIS OR HER DUTIES TO ANY MEMBER OF THE COMPANY GROUP. MANAGER MAY SUBMIT
MONTHLY EXPENSE STATEMENTS TO THE COMPANY OR ANY OTHER SUCH MEMBER OF THE
COMPANY GROUP, WHICH STATEMENTS SHALL BE PAYABLE WITHIN THIRTY DAYS. NOTHING IN
THIS SECTION 3(D) SHALL LIMIT ANY OBLIGATIONS OF THE COMPANY TO REIMBURSE ANY
COSTS AND EXPENSES TO MANAGER, ITS SUBSIDIARIES OR AFFILIATES UNDER THE
STOCKHOLDERS AGREEMENT.
(E)
OBLIGATIONS JOINT AND SEVERAL; PAYMENT OBLIGATIONS FOR CERTAIN
TRANSACTION FEES AND EXPENSES. HERTZ AND THE COMPANY (ON BEHALF OF ITSELF AND
THE OTHER MEMBERS OF THE COMPANY GROUP) HEREBY AGREE THAT THE OBLIGATIONS OF THE
COMPANY UNDER THIS SECTION 3 SHALL BE BORNE JOINTLY AND SEVERALLY BY EACH MEMBER
OF THE COMPANY GROUP.
(F)
COORDINATION OF SERVICES. MANAGER ACKNOWLEDGES THAT, CONCURRENTLY
WITH THE EXECUTION OF THIS AGREEMENT, THE COMPANY AND HERTZ ARE ENTERING INTO
SUBSTANTIALLY SIMILAR CONSULTING AGREEMENTS (OTHER THAN THE PROVISION IN THIS
AGREEMENT SEPARATELY COMPENSATING MANAGER FOR ANY QUARTER DURING WHICH AN
EMPLOYEE OF MANAGER OR ITS AFFILIATES SERVES AS CHIEF EXECUTIVE OFFICER) WITH
THE OTHER SPONSORS IN ACCORDANCE WITH SECTION 1.9 OF THE STOCKHOLDERS AGREEMENT
AND PURSUANT TO WHICH EACH OF THE OTHER SPONSORS ARE TO PROVIDE CONSULTING AND
TRANSACTION SERVICES TO THE COMPANY GROUP COMPARABLE TO THOSE TO BE PROVIDED BY
MANAGER HEREUNDER. EACH OF THE SPONSORS SHALL COORDINATE THEIR PROVISION OF SUCH
SERVICES TO THE COMPANY GROUP WITH EACH OTHER, HOWEVER NO SPONSOR SHALL BE
LIABLE TO ANY MEMBER OF THE COMPANY GROUP AS A RESULT OF ANY SUCH SERVICES
PROVIDED BY ANY OTHER SPONSOR.
4
4.
Term, etc. (a)
This Agreement shall be in effect until,
and shall terminate upon, the earlier to occur of the (i) consummation of the
initial public offering of the capital stock of the Company or any successor
company, provided (x) such termination has been requested by the Company (with
Majority Approval (as defined in the Stockholders Agreement)) and (y) each other
consulting agreement of the Company and Hertz with the other Sponsors has either
terminated or terminates concurrently with this Agreement, (ii) tenth
anniversary of the date hereof and (iii) date on which the Fund, together with
the other members of its Principal Investor Group (as defined in the
Stockholders Agreement), no longer own, directly or indirectly, at least 25% of
its Original Shares (as