Common use of Book-Entry Delivery Clause in Contracts

Book-Entry Delivery. The Depositary will establish an account with respect to the shares at the Book-Entry Transfer Facility for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. Even though delivery of shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an Agent's Message or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. The confirmation of a book-entry transfer of shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Participants in the Book-Entry Transfer Facility may tender their shares in accordance with ATOP, to the extent it is available to such participants for the shares they wish to tender. A stockholder tendering through ATOP must expressly acknowledge that the stockholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such stockholder.

Book-Entry Delivery. The Depositary will establish an account with respect to the shares Shares at The Depository Trust Company (the “Book-Entry Transfer Facility Facility”) for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in the system of the Book-Entry Transfer Facility's system Facility may make book-entry delivery of the shares Shares by causing the Book-Entry Transfer Facility to transfer such shares Shares into the Depositary's ’s account in accordance with the procedures of the Book-Entry Transfer Facility's procedure for such transfer. Even though However, although delivery of shares Shares may be effected through book-entry transfer into transfer, the Depositary's account at the Book-Entry Transfer Facility, a Letter of Transmittal properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, guarantees or an Agent's ’s Message or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with and any other required documents, documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to by the Expiration Date, or the guaranteed delivery procedure set forth described below must be followedcomplied with. The confirmation of a book-entry transfer of shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Participants “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility may tender their shares in accordance with ATOPtendering the Shares that are the subject of such book-entry confirmation which such participant has received, to the extent it is available to such participants for the shares they wish to tender. A stockholder tendering through ATOP must expressly acknowledge that the stockholder has received and agreed agrees to be bound by by, the terms of the Letter of Transmittal and that the Letter of Transmittal Hertz may be enforced enforce such agreement against such stockholderparticipant.

Book-Entry Delivery. The Depositary will establish an account with respect to the shares Shares at The Depository Trust Company (the "Book-Entry Transfer Facility Facility") for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in the system of the Book-Entry Transfer Facility's system Facility may make book-entry delivery of the shares Shares by causing the Book-Entry Transfer Facility to transfer such shares Shares into the Depositary's account in accordance with the procedures of the Book-Entry Transfer Facility's procedure for such transfer. Even though However, although delivery of shares Shares may be effected through book-entry transfer into transfer, the Depositary's account at the Book-Entry Transfer Facility, a Letter of Transmittal (or facsimile thereof) properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, guarantees or an Agent's Message or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with and any other required documents, documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth described below must be followedcomplied with. The confirmation of a book-entry transfer of shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Participants in Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) which is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Book-Entry Securities Transfer Facility may tender their shares in accordance with ATOPAgents Medallion Program (STAMP), to the extent it is available to such participants for Stock Exchange Medallion Program (SEMP) and the shares they wish to tenderNew York Stock Exchange, Inc. Medallion Signature Program (MSP) (an "Eligible Institution"). A stockholder tendering through ATOP must expressly acknowledge that the stockholder has received and agreed to Signatures on a Letter of Transmittal need not be bound by guaranteed (a) if the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and that such holder has not completed the box entitled "Special Payment Instructions" on the Letter of Transmittal may be enforced against or (b) if such stockholderShares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Delivery. The Depositary will establish an account accounts with respect to the shares Shares at The Depository Trust Company (the "Book-Entry Transfer Facility Facility") for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system systems may make bookBook-entry delivery Entry Transfer of the shares Shares by causing the Book-Entry Transfer Facility to transfer such shares Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure procedures for such transfer. Even though However, although delivery of shares the Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityTransfer, either a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message orin lieu of the Letter of Transmittal, in the case of a tender through ATOP, the specific acknowledgment, in each case together with and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to by the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedure set forth below must be followedprocedures described below. The confirmation of a bookBook-entry transfer Entry Transfer of shares the Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." Delivery The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and any other required that XxxxxXxxxxxxxxx may enforce such agreement against the participant. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Participants in The method of delivery of any Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility may tender their shares Facility, is at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in accordance with ATOPthe case of a Book-Entry Transfer, to the extent by Book-Entry Confirmation). If delivery is by mail, it is available to such participants for the shares they wish to tender. A stockholder tendering through ATOP must expressly acknowledge recommended that the stockholder has received and agreed shareholder use properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such stockholderensure timely delivery.

Book-Entry Delivery. The Depositary will establish an account with respect to the shares at the Book-Entry Transfer Facility for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the shares by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. Even though delivery of shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or or, in the case of book-entry transfer, an Agent's Message or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. The confirmation of a book-entry transfer of shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Participants in the Book-Entry Transfer Facility may tender their shares in accordance with ATOP, to the extent it is available to such participants for the shares they wish to tender. A stockholder tendering through ATOP must expressly acknowledge that the stockholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such stockholder.

Book-Entry Delivery. The Depositary will make a request to establish an account with respect to the shares Preferred Stock at DTC (the "Book-Entry Transfer Facility Facility") for purposes of the offer within two business days each Offer promptly after the commencement date of this Offer to Purchase. Any these Offers, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility's system Facility may make book-entry delivery of the shares Preferred Stock by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. Even though delivery of shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an Agent's Message or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be followed. The confirmation of a book-entry transfer of shares Preferred Stock into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "in accordance with the procedures of the Book-Entry Confirmation." Transfer Facility. However, although delivery of Preferred Stock may be effected through book-entry transfer, an Agent's Message and any other required documents must, in any case, be received by the Depositary at its address set forth on the back cover of the Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. Participants in "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility may tender their shares to, and received by, the Depositary and forming a part of a book-entry confirmation which states that (1) the Book-Entry Transfer Facility has received an express acknowledgment from the participant in accordance with ATOP, to the extent it is available to such participants for the shares they wish to tender. A stockholder tendering through its ATOP must expressly acknowledge that the stockholder participant is tendering the Preferred Stock that are the subject of such book-entry confirmation, (2) the Preferred Stockholder has received received, and agreed agrees to be bound by by, the Letter terms of Transmittal the Offer and (3) a Fund may enforce such agreement against such Preferred Stockholder. Delivery of an Agent's Message will also constitute an acknowledgment from the tendering Preferred Stockholder that the Letter of Transmittal may be enforced against such stockholderrepresentations described in this Offer are true and correct.