HERC HOLDINGS INC. 5.750% 2031 + 6.000% 2034 Senior Notes Due 2034

(1) (i) $175.0 million plus (ii) 50.0% of the Consolidated Net Income of the Company accrued during the period (treated as one accounting period) from July 1, 2016 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such aggregate cumulative Consolidated Net Income of the Company for such period shall be a deficit, minus 100% of such deficit);

(2) the aggregate net cash proceeds and the Fair Market Value of property or assets received by the Company as capital contributions to the Company after June 30, 2016 or from the issuance or sale of Capital Stock (excluding Redeemable Capital Stock of the Company) of the Company to any Person (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) after June 30, 2016 other than Excluded Contributions and Contribution Amounts;

(1) (i) $175.0 million plus (ii) 50.0% of the Consolidated Net Income of the Company accrued during the period (treated as one accounting period) from July 1, 2016 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such aggregate cumulative Consolidated Net Income of the Company for such period shall be a deficit, minus 100% of such deficit);

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise (in each case, to “incur”), for the payment of any Indebtedness (including any Acquired Indebtedness); provided, however, that the Company and any Restricted Subsidiary shall be permitted to incur Indebtedness (including Acquired Indebtedness) if the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is at least 2.00:1.00;

(i) Indebtedness incurred by the Company and Restricted Subsidiaries pursuant to Credit Facilities (and any Indebtedness of the Company or any of its Restricted Subsidiaries, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) in respect thereof), either (I) in a maximum principal amount at any time outstanding not exceeding, in the aggregate, (A) the amount equal to the greater of (x) $4.0 billion and (y) an amount equal to the North American Borrowing Base; provided that the amounts available pursuant to (A)(y) will be reduced by the amount of any Indebtedness incurred and outstanding under subclause (B) below that is secured on a pari passu basis with amounts outstanding under the ABL Credit Agreement, plus (B) $750.0 million, plus the amount equal to the greater of (x) $1.40 billion and (y) 15.5% of Consolidated Tangible Assets, 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 or payable in connection with such refinancing, or (II) in an unlimited amount, if on the date of the incurrence of such Indebtedness, after giving effect to such incurrence...the Senior Secured Indebtedness Leverage Ratio would be equal to or less than 3.00:1.00;

(xiv) guarantees or other Indebtedness in respect of Indebtedness of (A) an Unrestricted Subsidiary, (B) a Person in which the Company or a Restricted Subsidiary has a minority interest or (C) joint ventures or similar arrangements; provided, however, that at the time of incurrence of any Indebtedness pursuant to this clause (xiv) the aggregate principal amount of all guarantees and other Indebtedness incurred under this clause (xiv) and then outstanding does not exceed the greater of (x) $450.0 million and (y) 5.0% of Consolidated Tangible Assets;

(xviii) Indebtedness of the Company or any Restricted Subsidiary, in addition to that described in clauses (i) through (xvii) of this paragraph (b); provided that immediately after giving effect to any such incurrence, the aggregate principal amount of Indebtedness incurred pursuant to this clause (xviii) and then outstanding does not exceed the greater of (x) $900.0 million and (y) 10.0% of Consolidated Tangible Assets.

(iv) Indebtedness of the Company or any Restricted Subsidiary under equipment purchase or lines of credit, or for Capitalized Lease Obligations or Purchase Money Obligations provided, however, that at the time of incurrence of any Indebtedness pursuant to this clause (iv) the aggregate principal amount of all Indebtedness incurred under this clause (iv) and then outstanding does not exceed the greater of (i) $1.40 billion and (ii) 15.5% of Consolidated Tangible Assets;

(x) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the Foreign Borrowing Base;

(ee) Liens incurred by the Company or any Restricted Subsidiary; provided that at the time any such Lien is incurred, the obligations secured by such Lien, when added to all other obligations secured by Liens incurred pursuant to this clause (ee), shall not exceed the greater of (x) $900.0 million and (y) 10.0% of Consolidated Tangible Assets; and

(xii) any Restricted Payment so long as immediately after the making of such Restricted Payment, the Total Indebtedness Leverage Ratio does not exceed 3.50:1.00;

(xiii) any Restricted Payment in an amount not to exceed (in any fiscal year of the Company) 6.0% of Market Capitalization;

(xvii) any Restricted Payment in an amount which, when taken together with all Restricted Payments made after the Issue Date pursuant to this clause (xvii), does not exceed the greater of (x) $180.0 million and (y) 2.0% of Consolidated Tangible Assets.

(iv) payments to purchase Capital Stock of the Company from Management Investors in an amount not to exceed the sum of (1) $20.0 million plus (2) $15.0 million multiplied by the number of calendar years that have commenced since June 30, 2016, plus (y) the Net Cash Proceeds received by the Company since June 30, 2016 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), to the extent such Net Cash Proceeds are not included in any calculation under clause (C)(2) of the first paragraph of this Section 10.09, plus (z) the cash proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary since the Issue Date to the extent such cash proceeds are not included in any calculation under clause (C)(1) of the first paragraph of this Section 10.09;

(v) payments (other than those covered by clause (iv) above) to purchase Capital Stock of the Company from current or former management, employees or directors of the Company or any of its Subsidiaries, or their authorized representatives, upon the death, disability or termination of employment of such management, employees or directors, in aggregate amounts under this clause (v) not to exceed $15.0 million in any fiscal year of the Company;