Common use of Modification of Procedures Clause in Contracts

Modification of Procedures. With the prior written consent of the Plan Sponsors, the Debtors reserve the right to modify these Rights Offering Procedures, or adopt additional procedures consistent with these Rights Offering Procedures, to effectuate the Rights Offering and to issue the Rights Offering Shares; provided, that the Debtors shall provide prompt written notice to each Eligible Subscription Rights Holder (which may be through such Eligible Subscription Rights Holder’s Nominee) of any material modification to these Rights Offering Procedures made after the Subscription Commencement Date, which notice may be provided through posting such notice on the Subscription Agent’s website at hxxxx://xxxxx.xxxxxxxxxx.xxx/xxxxx. In so doing, and subject to the consent of the Plan Sponsors pursuant to the Equity Purchase and Commitment Agreement, the Debtors may execute and enter into agreements and take further action that the Debtors determine in good faith are necessary and appropriate to effectuate and implement the Rights Offering and the issuance of the Rights Offering Shares. Nothing in this paragraph shall be construed so as to permit the Debtors to modify the terms of any executed and delivered Subscription Agreement without the reasonable consent of the Eligible Existing Hertz Shareholder, Eligible Unsecured Funded Debt Holder, or Backstop Investor party thereto. The Debtors shall undertake reasonable procedures to confirm that each participant in the Rights Offering is in fact an Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder, including, but not limited to, requiring additional certifications by such participant to that effect and other diligence measures as the Debtors deem reasonably necessary. All calculations, including, to the extent applicable, the calculation of (i) the value of any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s Allowed Claims or Interests for the purposes of the Rights Offering and (ii) any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s Rights Offering Shares, shall be made in good faith by the Debtors and with the consent of the Plan Sponsors, and in each case in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court.

Modification of Procedures. With the prior written consent of the Plan Sponsors, the The Debtors reserve the right to modify these Rights Offering Procedures, or adopt additional procedures consistent with these Rights Offering Procedures, to effectuate the Rights Offering and to issue the Rights Offering SharesShares (subject to consultation with and the consent of the Requisite Commitment Parties, which consent shall not be unreasonably withheld); provided, however, that the Debtors shall (i) consult with the Committee prior to any material modification to these Rights Offering Procedures, and (ii) provide prompt written notice notice, including by electronic mail, to each Eligible Subscription Rights Holder (which may be through such Eligible Subscription Rights Holder’s Nominee) of an Allowed Unsecured Funded Debt Claim of any material modification to these Rights Offering Procedures made after the Subscription Commencement Date, which notice may be provided through posting such notice on the Subscription Agent’s website at hxxxx://xxxxx.xxxxxxxxxx.xxx/xxxxx. In so doing, and subject to the consent of the Plan Sponsors pursuant to the Equity Purchase and Commitment Agreement, the Debtors may execute and enter into agreements and take further action that the Debtors determine in good faith are necessary and appropriate to effectuate and implement the Rights Offering and the issuance of the Rights Offering Shares. Nothing in this paragraph shall be construed so as to permit the Debtors to modify the terms of any executed and delivered Subscription Agreement Form without the reasonable consent of the Eligible Existing Hertz Shareholder, Eligible Holder of an Allowed Unsecured Funded Debt Holder, or Backstop Investor Claim party thereto. Notwithstanding anything to the contrary herein, if any Equity Commitment Party is unable to comply with any of the technical requirements hereunder (e.g., processing and delivering underlying Unsecured Notes through ATOP), the Debtors shall work in good faith to modify these procedures to ensure such Equity Commitment Party can subscribe for all of the Subscription Rights issued to it in accordance with the EPCA, including, by way of example and not limitation, permitting such Equity Commitment Party to demonstrate ownership of Unsecured Notes via medallion signature from a custodian and/or certification from such Equity Commitment Party. The Debtors shall undertake reasonable procedures to confirm that each participant in the Rights Offering is in fact a Holder of an Eligible Existing Hertz Shareholder or Eligible Allowed Unsecured Funded Debt HolderClaim, including, but not limited to, requiring additional certifications by such participant to that effect and other diligence measures as the Debtors deem reasonably necessary. All calculations, including, to the extent applicable, the calculation of (i) the value of any Eligible Existing Hertz Shareholder’s or Eligible Holder of an Allowed Unsecured Funded Debt HolderClaim’s Allowed Claims or Interests for the purposes of the Rights Offering and (ii) any Eligible Existing Hertz Shareholder’s or Eligible Holder of an Allowed Unsecured Funded Debt HolderClaim’s Rights Offering Shares, shall be made in good faith by the Debtors and with the consent of the Plan Sponsors, Debtor and in each case in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court.

Modification of Procedures. With the prior written consent of the Plan SponsorsRequisite Commitment Parties, the Debtors reserve the right to modify these Accredited Investor Rights Offering Procedures, or adopt additional procedures consistent with these Accredited Investor Rights Offering Procedures, Procedures to effectuate the Accredited Investor Rights Offering and to issue the Accredited Investor Rights Offering Shares; Equity, provided, however, that the Debtors shall provide prompt written notice to each Accredited Investor Eligible Subscription Rights Holder (which may be through such Eligible Subscription Rights Holder’s Nominee) of any material modification to these Accredited Investor Rights Offering Procedures made after the Subscription Commencement Date, which notice may be provided through posting such notice on the Subscription Agent’s website at hxxxx://xxxxx.xxxxxxxxxx.xxx/xxxxx. In so doing, and subject to the consent of the Plan Sponsors pursuant to the Equity Purchase and Requisite Commitment AgreementParties, the Debtors may execute and enter into agreements and take further action that the Debtors determine in good faith are is necessary and appropriate to effectuate and implement the Accredited Investor Rights Offering and the issuance of the Accredited Investor Rights Offering Shares. Nothing in this paragraph shall be construed so as to permit the Debtors to modify the terms of any executed and delivered Subscription Agreement without the reasonable consent of the Eligible Existing Hertz Shareholder, Eligible Unsecured Funded Debt Holder, or Backstop Investor party theretoEquity. The Debtors shall undertake reasonable procedures to confirm that each participant in the Accredited Investor Rights Offering is in fact an Accredited Investor Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder, including, but not limited to, requiring additional certifications by such participant to that effect and other diligence measures as the Debtors deem reasonably necessary. All calculations, including, 11. Inquiries And Transmittal of Documents; Rights Offering Subscription Agent The Accredited Investor Rights Offering Instructions for Accredited Investor Eligible Holders attached hereto should be carefully read and strictly followed by the Accredited Investor Eligible Holders. Questions relating to the extent applicable, the calculation of (i) the value of any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s Allowed Claims or Interests for the purposes of Accredited Investor Rights Offering should be directed to the Rights Offering Subscription Agent via email to xxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx (please reference “Vanguard Subscription” in the subject line) or at the following phone number: (000) 000-0000. The risk of non-delivery of all documents and (ii) any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s payments to the Rights Offering SharesSubscription Agent, shall be made in good faith by the Debtors and with the consent of the Plan Sponsors, and in each case in accordance with any Claim amounts included in the Plan, Escrow Account and any disputes regarding such calculations shall be subject Nominee is on the Accredited Investor Eligible Holder electing to a final exercise its Accredited Investor Rights and binding determination by not the Bankruptcy CourtDebtors, the Rights Offering Subscription Agent, or the Backstop Parties.

Modification of Procedures. With the prior written consent of the Plan Sponsors, the The Debtors reserve the right to modify these Rights Offering Procedures, or adopt additional procedures consistent with these Rights Offering Procedures, to effectuate the Rights Offering and to issue the Rights Offering SharesShares (subject to consultation with and the consent of the Requisite Commitment Parties, which consent shall not be unreasonably withheld); provided, however, that the Debtors shall provide prompt written notice notice, including by electronic mail, to each Eligible Subscription Rights Holder (which may be through such Eligible Subscription Rights Holder’s Nominee) of an Allowed Unsecured Funded Debt Claim of any material modification to these Rights Offering Procedures made after the Subscription Commencement Date, which notice may be provided through posting such notice on the Subscription Agent’s website at hxxxx://xxxxx.xxxxxxxxxx.xxx/xxxxx. In so doing, and subject to the consent of the Plan Sponsors pursuant to the Equity Purchase and Commitment Agreement, the Debtors may execute and enter into agreements and take further action that the Debtors determine in good faith are necessary and appropriate to effectuate and implement the Rights Offering and the issuance of the Rights Offering Shares. Nothing in this paragraph shall be construed so as to permit the Debtors to modify the terms of any executed and delivered Subscription Agreement without the reasonable consent of the Eligible Existing Hertz Shareholder, Eligible Unsecured Funded Debt Holder, or Backstop Investor Holder party thereto. Notwithstanding anything to the contrary herein, if any Equity Commitment Party is unable to comply with any of the technical requirements hereunder (e.g., processing and delivering underlying Unsecured Notes through ATOP), the Debtors shall work in good faith to modify these procedures to ensure such Equity Commitment Party can subscribe for all of the Subscription Rights issued to it in accordance with the EPCA, including, by way of example and not limitation, permitting such Equity Commitment Party to demonstrate ownership of Unsecured Notes via medallion signature from a custodian and/or certification from such Equity Commitment Party. The Debtors shall undertake reasonable procedures to confirm that each participant in the Rights Offering is in fact an Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder, including, but not limited to, requiring additional certifications by such participant to that effect and other diligence measures as the Debtors deem reasonably necessary. All calculations, including, to the extent applicable, the calculation of (i) the value of any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s Allowed Claims or Interests for the purposes of the Rights Offering and (ii) any Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s Rights Offering Shares, shall be made in good faith by the Debtors and with the consent of the Plan Sponsors, Debtor and in each case in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court.