Exhibit 4.5.55




 





 


AGREEMENT


 


between


 


HERTZ
AG


 


SCHLIEREN,
SWITZERLAND


 


and


 


BNP
PARIBAS


 


PARIS,
FRANCE


 


and


 


THE
FINANCIAL INSTITUTIONS NAMED IN SCHEDULE 1




 





 


relating
to the


 


Assignment
and Transfer of Trade Receivables, Inter-company Receivables, Insurance Claims
and Bank Accounts


 

















 


INDEX


 


	
  1.

  	
  INTERPRETATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  2.

  	
  ASSIGNMENT
  AND ASSIGNOR’S OBLIGATIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RIGHTS OF THE
  SECURITY AGENT

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.

  	
  RELEASE OF
  THE SECURITY INTEREST

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  12

  
	
   

  	
   

  	
   

  
	
  6.

  	
  FURTHER
  ASSURANCES OF THE ASSIGNOR

  	
  12

  
	
   

  	
   

  	
   

  
	
  7.

  	
  POWERS OF
  ATTORNEY

  	
  13

  
	
   

  	
   

  	
   

  
	
  8.

  	
  ASSIGNMENTS
  AND TRANSFERS

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  EFFECTIVENESS
  OF ASSIGNMENT

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  COSTS AND
  EXPENSES

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.

  	
  NOTICES

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.

  	
  SUCCESSOR
  AGENT

  	
  15

  
	
   

  	
   

  	
   

  
	
  13.

  	
  SEVERABILITY

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  WAIVERS AND
  MODIFICATIONS

  	
  15

  
	
   

  	
   

  	
   

  
	
  15.

  	
  COUNTERPARTS

  	
  15

  
	
   

  	
   

  	
   

  
	
  16.

  	
  LAW AND
  JURISDICTION

  	
  16

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7

  	
   

  	
  25

  



 


2

















 


This Agreement (the “Agreement”) is made between:


 


(1)                                           HERTZ AG, a company incorporated in Switzerland,
having its registered office at Ifangstrasse 8, Schlieren, Switzerland (the “Assignor”) of the one part;


 


and


 


(2)                                       BNP PARIBAS, a company incorporated under the laws of
France, having its seat at 3 rue d’Antin, 75 078 Paris Cedex 02, France referred to in the Senior Bridge Facilities
Agreement dated December 21, 2005 as the Security Agent (the “Security Agent”), and


 


(3)                                       THE FINANCIAL INSTITUTIONS NAMED
IN SCHEDULE 1 (the “Finance Parties”) of the second part.


 


WHEREAS


 


(A)                                       The Banks have made
available certain bank facilities to the Borrowers, including the Assignor,
under a Senior Bridge Facilities Agreement entered into between, inter alia Hertz
International, Ltd., the Original Borrowers, the Original Guarantors (including
the Assignor), BNP Paribas, The Royal Bank of Scotland plc, Calyon and the
Banks dated December 21, 2005 (the “Senior
Bridge Facilities Agreement”).


 


(B)                                         The Borrowers have
agreed to secure their obligations to the Banks and the other Finance Parties
(as defined in the Senior Bridge Facilities Agreement) in connection with such
financing with security interests in, and liens on, certain of their respective
properties and assets, whether real or personal, tangible or intangible, as
more specifically provided for herein and in the Security Documents (as defined
in the Senior Bridge Facilities Agreement).


 


(C)                                         Each of the
Guarantors (as defined in the Senior Bridge Facilities Agreement) has agreed to
guarantee the complete performance by the Borrowers under the Senior Bridge
Facilities Agreement, within the limits set forth therein, and to secure such
guarantee with security interests in and liens upon certain of its properties and
assets, as more specifically provided for herein and in the Security Documents.


 


(D)                                        The Assignor has
agreed to assign for security purposes all Assigned Receivables, Assigned
Inter-Company Receivables, Assigned Insurance Claims and Assigned Bank Accounts
(as these terms are defined in Section 1 below) as security for the Secured
Liabilities (as defined in Section 1 below) to BNP Paribas as Security
Agent.


 


3

















 


IT IS AGREED as follows:


 


1.            INTERPRETATION


 


1.1                               In this
Agreement:


 


“Assignment”
means the assignment by the Assignor of (i) the Assigned Bank Accounts, (ii) the
Assigned Insurance Claims, (iii) the Assigned Inter-company Receivables
and (iv) the Assigned Receivables to the Security Agent, acting for itself
and on behalf of the Finance Parties pursuant to art. 164 et seq. of the Swiss
Code of Obligations;


 


“Assigned
Bank Accounts” means all current or future rights, title, interest
and action (including any balances and accrued interest) the Assignor may have
or acquire in relation to any bank account which the Assignor now has or may at
any time have in the future vis-à-vis any bank or other financial institution,
including, but not limited to, the bank accounts listed in Schedule 5,
together with all rights and benefits relating thereto including privileges and
ancillary rights in respect thereof (art. 170 Swiss Code of Obligations);


 


“Assigned Insurance Claims” means all current or future
claims of the Assignor against any insurance companies and institutions under
any insurance policies covering the business operations of the Assignor,
including, but not limited to, the insurance policies listed in Schedule 3,
together with all rights and benefits relating thereto including privileges and
ancillary rights in respect thereof (art. 170 Swiss Code of Obligations);


 


“Assigned Inter-Company Receivables” means all current or
future receivables owed by any of the affiliates of the Assignor (the Hertz
Group), to the Assignor and arising in the course of business of the Assignor,
whether contingent or not, incorporated in a title or not, together with all
rights and benefits relating thereto including privileges and ancillary rights
in respect thereof (art. 170 Swiss Code of Obligations);


 


“Assigned
Receivables” means all current or future receivables owed by
customers (but excluding Retail Customers) or other trade debtors (excluding
any company of the Hertz Group) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, including, without
limitation, Vehicle Dealer Receivables and Vehicle Manufacturer Receivables, if
any, together with all rights and benefits relating thereto including privileges
and ancillary rights in respect thereof (art. 170 Swiss Code of Obligations);


 


4

















 


“Business Day” means a day on which the commercial banks in
Zurich are open for normal business transactions;


 


“Enforcement
Event” means an Event of Default (as defined in the Senior Bridge
Facilities Agreement) which is continuing and has not been waived under the
Senior Bridge Facilities Agreement and which has resulted in the Facility Agent
serving a notice under Section 23.16(a) (Acceleration
and Cancellation) of the Senior Bridge Facilities Agreement;


 


“Retail
Customers” means any customer (excluding any debtor in respect of
Vehicle Dealer Receivables and Vehicle Manufacturer Receivables) of the
Assignor to which the Assignor invoices less than CHF 50,000.- per calendar
year for services provided by the Assignor;


 


“Secured
Liabilities” means all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally
or in any other capacity whatsoever) of the Assignor to the Finance Parties (or
any of them) under the Finance Documents (or any of them), as and to the extent
that the amount of such obligations and liabilities may be limited pursuant to Section 24.16
(Swiss Guarantors) of the Senior
Bridge Facilities Agreement;


 


1.2                               Unless defined
otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Senior Bridge Facilities Agreement.


 


1.3                               In this Agreement, (a) a
person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this
Agreement and (c) references to any agreement or document are references
to that agreement or document as amended, supplemented or substituted from time
to time, in accordance with its terms.


 


1.4                               In the event of any
inconsistency between the terms of this Agreement and the Senior Bridge
Facilities Agreement, the terms of this Agreement shall prevail.


 


2.            ASSIGNMENT AND
ASSIGNOR’S OBLIGATIONS


 


2.1                               The Assignor agrees
to assign by way of security to the Security Agent (acting for itself and on
behalf of the Finance Parties) the Assigned Receivables, the Assigned Insurance
Claims, the Assigned Inter-Company Receivables and the Assigned Bank Accounts
as security for the Secured Liabilities until such time as the Assigned
Receivables, Assigned Insurance Claims, Assigned Inter-Company Receivables and
Assigned Bank 


 


5

















 


Accounts have been
re-assigned by the Assignee to the Assignor in accordance with Section 4,
and, therefore, (ii) to perfect the Assignment on the date hereof.


 


2.2                               For the purpose of
effecting the Assignment, the Assignor hereby assigns by way of security to the
Security Agent and the Finance Parties the existing Assigned Receivables, the
existing Assigned Insurance Claims, the existing Assigned Inter-Company
Receivables and the existing Assigned Bank Accounts.


 


2.3                               The Security Agent (acting
for itself and on behalf of the Finance Parties) expressly accepts the
Assignment provided for in Sections 2.1 and 2.2.


 


2.4                               The Assignor agrees
and undertakes as follows, except for as otherwise provided and permitted in
the Senior Bridge Facilities Agreements:


 


2.4.1                     the Assignor shall refrain from granting any
pledge, encumbrance or other third party rights affecting the Assigned
Receivables, the Assigned Insurance Claims, the Assigned Inter-Company
Receivables or the Assigned Bank Accounts and shall refrain from any other act
or omission that would adversely affect the Security Agent’s and Finance
Parties’ rights under this Agreement, the Assigned Receivables, the Assigned
Insurance Claims, the Assigned Inter-Company Receivables or the Assigned Bank
Accounts;


 


2.4.2                     the Assignor shall use its reasonable efforts
to (i) not enter into or (ii) re-negotiate, any kind of arrangement
that would provide for the non-assignability of the Assigned Receivables, the
Assigned Insurance Claims, the Assigned Inter-Company Receivables or the
Assigned Bank Accounts or subject the assignability of the Assigned
Receivables, the Assigned Insurance Claims, the Assigned Inter-Company
Receivables or the Assigned Bank Accounts to the consent of a party other than
the Security Agent;


 


2.4.3                     the Assignor shall not enter into any
arrangement by which the Assigned Receivables, the Assigned Insurance Claims,
the Assigned Inter-Company Receivables or the Assigned Bank Accounts would be
assigned to a party other than the Security Agent and/or the Finance Parties;


 


2.4.4                     at the Security Agent’s request, the Assignor
shall deliver to the Security Agent within 10 Business Days following such
request a list of all the Assigned Insurance Claims, the Assigned Inter-Company
Receivables, the Assigned Bank Accounts and the Vehicle Dealer Receivables and
Vehicle Manufacturer Receivables outstanding as of the end of the calendar
month preceding such request and assigned to the Security Agent in accordance
with clause 2.2, substantially in the same form as set forth in Schedule 2
to 5 as appropriate, it being understood that such a list shall be provided
without additional request from the Security Agent within 20 Business Days
following December 31, 2005 and thereafter may not be requested by the
Security Agent more than four times per 


 


6

















 


calendar year. Upon occurrence of a Potential Event
of Default and at the request of the Security Agent, an updated list of all the
Assigned Receivables (including the Vehicle Dealer Receivables and Vehicle
Manufacturer Receivables), the Assigned Insurance Claims, the Assigned Inter-Company
Receivables and the Assigned Bank Accounts outstanding shall be provided on
each Calculation Date;


 


2.4.5                     upon the occurrence of an Enforcement Event
and upon the Security Agent’s written request, the Assignor shall deliver to
the Security Agent, within 5 Business Days from being so requested by the
Security Agent, an up-dated list of all its Assigned Receivables, Assigned
Insurance Claims, Assigned Inter-Company Receivables and Assigned Bank Accounts
outstanding as of the day where the Security Agent’s request under this
paragraph was received substantially in the same form as set forth in Schedule 2
to 5 as appropriate.


 


2.5                               Within 20 (twenty)
Business Days from the date of this Agreement, the Assignor shall notify the
debtors of the Assigned Inter-company Receivables, the Assigned Insurance
Claims and the Assigned Bank Accounts of the Assignment by delivering to such
debtors:


 


2.5.1                     a Notice of Assignment substantially in the
form of Schedule 6 for the Assigned Inter-company Receivables and
the Assigned Insurance Claims;


 


2.5.2                     a Notice of Assignment to Banks substantially
in the form of Schedule 7 for the Assigned Bank Accounts;


 


2.6                               The Assignor shall
simultaneously send a copy of such notices of assignment to the Security Agent.


 


2.7                               For the purpose of
this Agreement, the Assignor shall release the respective banks from the
banking secrecy to the extent required for the Security Agent to perform its
rights and obligations hereunder. The Assignor and the Security Agent shall use
their reasonable efforts to negotiate with and obtain (no later than 30
Business Days from the date of this Agreement) from the Assignor’s banks a full
waiver (or if not achievable a partial waiver) of such banks’ general right of
pledge and set-off. The Assignor shall not be obliged to close any bank account
if the respective bank does not consent to a full or partial waiver. Subject to
and in accordance with the terms and conditions of the Senior Bridge Facilities
Agreement, the Assignor shall be authorized to use its bank accounts and any
balance on its bank accounts freely without restriction for as long as no
Enforcement Event has occurred. Furthermore, the Assignor shall be authorized
to change banks provided that (i) such new banks accept to waive their
general right of pledge and set-off in part or in full but in any event in
terms no less favourable than the 


 


7

















 


ones obtained for the
existing Assigned Bank Accounts and (ii) the Assignor updates Schedule 5
accordingly.


 


2.8                               Subject to and in
accordance with the terms and conditions of the Senior Bridge Facilities
Agreement, the Assignor shall be authorized to collect all or part of the
Assigned Receivables, Assigned Insurance Claims and Assigned Inter-company
Receivables for as long as no Enforcement Event has occurred, and until such
time as notified by the Security Agent, provided the proceeds of the Assigned
Receivables, Assigned Insurance Claims and Assigned Inter-Company Receivables
are credited on the Assigned Bank Accounts. The Assignor undertakes to instruct
the debtors of such Assigned Receivables, Assigned Insurance Claims and
Assigned Inter-Company Receivables to pay all such receivables or claims on the
Assigned Bank Accounts.


 


2.9                               Subject to and in
accordance with the terms and conditions of the Senior Bridge Facilities
Agreement, the Assignor shall be authorized to dispose of the Assigned Bank
Accounts for as long as no Enforcement Event has occurred, and until such time
as notified by the Security Agent.


 


2.10                        With respect to any
Assigned Inter-Company Receivable, Assigned Insurance Claims and any Assigned
Bank Account arising after the date hereof, the Assignor undertakes to notify
immediately the appropriate debtors of the Assignment by using the appropriate
notification form (Schedule 6 or 7, as appropriate)


 


2.11                        After the occurrence
of an Enforcement Event, the Assignor shall co-operate with the Security Agent
and use its best efforts in assisting the Security Agent in collecting the
Assigned Receivables, the Assigned Insurance Claims, the Assigned Inter-company
Receivables and the Assigned Bank Accounts.


 


3.                                     RIGHTS OF THE SECURITY AGENT


 


3.1                               The Security Agent
shall have the right to notify the Assignment to the debtors at any time upon
the occurrence of an Enforcement Event. The Security Agent shall have the right
to notify the Assignment to the relevant debtors at any time if the Assignor
does not comply with its obligation under Sections 2.5 and 2.10.


 


3.2                               Upon occurrence of an
Enforcement Event, any amount payable under the Assigned Receivables, the
Assigned Insurance Claims,  the Assigned
Inter-company Receivables or the Assigned Bank Accounts shall be paid to the
Security Agent or as directed by the Security Agent and the Security Agent
shall be entitled, but not obligated, to collect and enforce the Assigned
Receivables, the Assigned Insurance Claims, the Assigned Inter-company 


 


8

















 


Receivables and the Assigned
Bank Accounts and allocate the proceeds thereof to the Finance Parties in
accordance with the Intercreditor Deed (as defined in the Senior Bridge
Facilities Agreement).


 


3.3                               The Security Agent,
acting reasonably, shall have the right to access the premises of the Assignor
to the full extent necessary during ordinary business hours after giving
reasonable prior notice to the Assignor
and obtain from the Assignor all information and documents deemed necessary in
the reasonable opinion of the Security Agent,
to ascertain the existence and particulars of the Assigned
Receivables, the Assigned Insurance Claims, the Assigned Inter-Company
Receivables and the Assigned Bank Accounts.


 


3.4                               To the extent that
collection of the Assigned Receivables, Assigned Insurance Claims, Assigned
Inter-company Receivables or the Assigned Bank Accounts is not possible or is
deemed unduly burdensome in the sole opinion of the Security Agent, the latter shall
be entitled to assign the Assigned Receivables, Assigned Insurance Claims,
Assigned Inter-company Receivables or Assigned Bank Accounts by private
realization (“Private Verwertung (Selbstverkauf)”),
without regard to the enforcement procedure provided for by the Swiss Federal
Debt Collection and Bankruptcy Act, and apply the proceeds (less all costs and
expenses) of such assignment towards the discharge of the Secured Liabilities, being understood that the Security
Agent shall act in good faith with a view to sell the Assigned
Receivables, Assigned Insurance Claims, Assigned Inter-company Receivables or
Assigned Bank Accounts at
fair value given all the circumstances. In the event of a public or private
auction of the Assigned Receivables, Assigned Insurance Claims, Assigned Inter-company
Receivables or the Assigned Bank Accounts, the Security Agent shall simultaneously
provide the Assignor with a copy of the information provided to the prospective
buyers in anticipation of such auction; moreover, in the event of a private
sale, the Security Agent shall inform the Assignor 5 (five) Business Days prior
to executing any binding sale agreement of the terms and conditions of such
sale. It is understood that the mere failure of the Security Agent to provide
the Assignor with the information set forth in this section shall not in
itself give rise to any liability on the part of the Security Agent.


 


4.                                     RELEASE OF THE SECURITY INTEREST


 


4.1                               Upon (a) the
Secured Liabilities being discharged in full and none of the Finance Parties
being under any further actual or contingent obligation to make advances or
provide other financial accommodation to the Obligors or any other person under
any of the 


 


9

















 


Finance Documents, or (b) the
Assignor ceasing to be both a Borrower and a Guarantor subject to, and in
accordance with, the Senior Bridge Facilities Agreement, the Assigned
Receivables, Assigned Insurance Claims, Assigned Inter-Company Receivables and
Assigned Bank Accounts or any remainder thereof shall be re-assigned to the
Assignor or such other party as designated by the Assignor.


 


4.2                               In connection with (a) any
Permitted Disposal of any Assigned Receivable, Assigned Insurance Claim,
Assigned Inter-Company Receivable and Assigned Bank Account (b) any sale
or other disposition of Assigned Receivable, Assigned Insurance Claim, Assigned
Inter-Company Receivable and Assigned Bank Account otherwise permitted by the
Senior Bridge Facilities Agreement, (c) any sale or other disposition of
any Assigned Receivable, Assigned Insurance Claim, Assigned Inter-Company
Receivable and Assigned Bank Account where the Security Agent has consented to
the disposal pursuant to the Senior Bridge Facilities Agreement, (d) any
sale or any other disposition of any Assigned Receivable, Assigned Insurance
Claim, Assigned Inter-Company Receivable and Assigned Bank Account pursuant to
a merger, consolidation, reorganization, winding-up, securitization, Take-Out
Financing or sale and leaseback permitted by the Senior Bridge Facilities
Agreement to the extent necessary to ensure such merger, consolidation,
reorganization, winding-up, securitization, Take-Out Financing or sale and
leaseback takes place  or (e) the creation of any
Encumbrance permitted by paragraph (x) of the definition of Permitted
Encumbrances, the Security Agent shall, at the request and cost of the Assignor,
re-assign the Assigned Receivable, Assigned Insurance Claim, Assigned
Inter-Company Receivable and Assigned Bank Account or any remainder thereof to
the Assignor, provided that, to the extent that the
disposal of such Assigned Receivables, Assigned Insurance Claims, Assigned Inter-Company
Receivables or Assigned Bank Accounts is a Permitted
Disposal or a sale or disposition otherwise permitted by the Senior Bridge
Facilities Agreement, such Assigned Receivables, Assigned Insurance Claims,
Assigned Inter-Company Receivables and Assigned Bank Accounts shall be declared to be automatically reassigned to the Assignor with
effect from the day of such disposal and the Security Agent shall, at the cost
of the Pledgor, do all such acts which are reasonably requested by the Parent
and/or the Pledgor in order to release such Assigned Receivables, Assigned Insurance
Claims, Assigned Inter-Company Receivables and Assigned Bank Accounts.


 


4.3                               Any Assigned
Receivable, Assigned Insurance Claim, Assigned Inter-Company Receivable and
Assigned Bank Account to be re-assigned to the Assignor or any third party as
designated by the Assignor in accordance with Section 4.1 shall be
re-assigned, 


 


10

















 


net of any transfer taxes or
other expenses in connection with such re-assignment. The Security Agent shall not be deemed to have made any
representation or warranty with respect to any Assigned Receivable, Assigned
Insurance Claim, Assigned Inter-Company Receivable and Assigned Bank Account so
re-assigned, except that such Assigned Receivables, Assigned Insurance Claims,
Assigned Inter-Company Receivables and Assigned Bank Accounts are free and
clear, on the date of re-assignment, of any and all liens, charges and
encumbrances arising from the Security Agent’s acts.


 


5.            REPRESENTATIONS
AND WARRANTIES


 


5.1                               Without prejudice to
the representations and warranties made under the Senior Bridge Facilities
Agreement, the Assignor represents and warrants to the Security Agent that as
of the date hereof:


 


5.1.1                     each of the existing Assigned Receivables,
Assigned Insurance Claims and Assigned Inter-Company Receivables is a legal,
valid and binding obligation of the relevant debtor, enforceable against it
pursuant to its terms;


 


5.1.2                     each of the existing Assigned Bank Accounts
is a legal, valid and binding obligation of the relevant depositary bank, enforceable
against it pursuant to its terms; and


 


5.1.3                     this Agreement constitutes (i) its
legal, valid and binding obligations enforceable against it pursuant to its
terms and (ii) a valid and effective Assignment of the Assigned
Receivables, Assigned Insurance Claims, Assigned Inter-company Receivables and
the Assigned Bank Accounts from the Assignor to the Security Agent and the
Finance Parties, subject to any limitations on the assignability of the
Assigned Receivables, Assigned Insurance Claims, Assigned Inter-company
Receivables and the Assigned Bank Accounts resulting from statutory or
contractual provisions.


 


6.            FURTHER
ASSURANCES OF THE ASSIGNOR


 


The
Assignor shall promptly do all things and execute all documents that are
reasonably required by the Security Agent for the purpose of securing or
perfecting the Assignment provided for in this Agreement.


 


11

















 


7.            POWERS OF
ATTORNEY


 


The Assignor authorizes the
Security Agent to be its attorney and in its name, on its behalf and as its act
to execute, deliver and perfect all documents and do all things that are
necessary for carrying out any obligation imposed on the Assignor under this
Agreement, provided that the Assignor does not carry out such obligation in due
time in accordance with the terms of this Agreement, or exercising any of the
rights conferred on the Security Agent by this Agreement or by law, in particular
in connection with a private realization (Private Verwertung
(Selbstverkauf)) but in any case only after the occurrence of an
Enforcement Event.


 


8.            ASSIGNMENTS AND TRANSFERS


 


Except as permitted under
the Senior Bridge Facilities Agreement, the rights and obligations of the
Assignor under this Agreement may not be assigned or transferred without the
prior written consent of the Security Agent. The assignment of the rights and
obligations of the Security Agent shall be restricted to and made in accordance
with Section 12 below. Nothing in this Agreement shall be construed as
limiting the right of the Finance Parties to assign their rights and
obligations under the Senior Bridge Facilities Agreement in accordance with Section 36
of the Senior Bridge Facilities Agreement.


 


9.            EFFECTIVENESS OF
ASSIGNMENT


 


9.1                               The security
constituted by the Assignment under this Agreement shall be cumulative, in
addition to and independent of every other security, which the Security Agent
and/or Finance Parties may at any time hold for Secured Liabilities and of any
rights, powers and remedies provided by law.


 


9.2                               No failure on the
part of the Security Agent and/or Finance Parties to exercise, or delay on its
part in exercising, any rights hereunder shall operate as waiver thereof, nor
shall any single or partial exercise of any rights hereunder preclude any
further or other exercise of that or any other rights.


 


9.3                               The Security Agent and/or
Finance Parties shall not be liable by reason of taking any action permitted by
this Agreement.


 


12

















 


10.                              COSTS AND EXPENSES


 


The Assignor shall bear all bear
costs, fees and expenses incurred by the Finance Parties or the Security Agent
in connection with the negotiation, execution or enforcement of this Agreement
to the extent required by Section 27 (Costs
and Expenses) of the Senior Bridge Facilities Agreement.


 


11.                              NOTICES


 


All notices or other communications made or given in connection with
this Agreement shall be made by facsimile or letter as follows:


 


a)            if to the Assignor


 


	
  Hertz AG

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Ifangstrasse 8

  
	
   

  	
   

  	
  CH- 8952
  Schlieren

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +41 44 730 12 44

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Legal Counsel

  



 


With
copy to:


 


	
  Schellenberg Wittmer, Attorneys

  
	
  Address:

  	
   

  	
  Löwenstrasse 19

  
	
   

  	
   

  	
  P.O. Box 6333

  
	
   

  	
   

  	
  CH-8023 Zurich, Switzerland

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +41 44 215 52 52

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +41 44 215 52 00

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Mr Philippe Borens

  



 


b)            if to the Security Agent


 


BNP
Paribas


 


	
  Address:

  	
   

  	
  3 rue d’Antin

  
	
   

  	
   

  	
  75 078 Paris Cedex 02

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +33
  1 43 16 97 25

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +33
  1 42 98 42 98

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  Violaine Delaunay

  



 


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or to such other address or
facsimile numbers as is notified in writing from time to time by one party to
the other party under this Agreement.


 


Any notice, request, demand
or other communication under this Agreement will be considered as received (i) on
the effective date of receipt, if delivered personally, (ii) on the date
written on the delivery receipt if sent by registered letter with return
receipt or (iii) on the date written on the fax communication receipt if
sent by fax.


 


Each notice, communication
and document given under or in connection with this Agreement shall be in
English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a
true and accurate translation.


 


12.                              SUCCESSOR AGENT


 


If
a successor of the Security Agent is appointed pursuant to Section 34.12
of the Senior Bridge Facilities Agreement, the parties hereto shall enter into
an agreement whereby the Security Agent is replaced by the successor agent as
party to this Agreement.


 


13.                              SEVERABILITY


 


If any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction,
this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity
or enforceability in any other jurisdiction of that or any other provision of
this Agreement, and the parties will negotiate in good faith to replace the
relevant provision by another provision reflecting as closely as possible the
original intention and purpose of the parties.


 


14.                              WAIVERS AND MODIFICATIONS


 


This Agreement may be
terminated, amended or modified only specifically and in writing signed by the
parties hereto, or as otherwise provided in the Senior Bridge Facilities
Agreement.


 


15.                              COUNTERPARTS


 


This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.


 


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16.                              LAW AND JURISDICTION


 


16.1                        This Agreement shall
be governed by and construed in accordance with the substantive laws of
Switzerland.


 


16.2                        Subject to the
subsequent paragraph, the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich), Switzerland, shall have
exclusive jurisdiction for all disputes, differences or controversies relating
to, arising from or in connection with this Agreement.


 


16.3                        Notwithstanding the
foregoing, any legal action or proceeding with respect to this Agreement may be
brought in the courts of England or any other competent court having
jurisdiction under the Senior Bridge Facilities Agreement, provided that a legal action or proceeding under the Senior
Bridge Facilities Agreement is already pending before such court or a claim
under the Senior Bridge Facilities Agreement is submitted simultaneously with a
claim in respect to this Agreement to such court. By execution and
delivery of this Agreement, the Assignor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the
jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably
waive any objection, including any objection to the laying of venue or based on
the grounds of forum  non
conveniens, that any of them may now or
hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.


 


16.4                        The Assignor hereby
irrevocably designates, appoints and empowers Hertz Europe Limited, Hertz
House, 11 Vine Street, Uxbridge, Middlesex UB8 1QE, UK in the case of any suit,
action or proceeding brought in England as its designee, appointee and agent to
receive, accept and acknowledge for and on its behalf, and in respect of its
property, service of any and all legal process, summons, notices and documents
that may be served in any action or proceeding arising out of, or in connection
with, this Agreement. Such service may be made by mailing (by registered or certified
mail, postage prepaid) or delivering a copy of such process to the Assignor in
care of the Process Agent at the Process Agent’s above address, and the
Assignor hereby irrevocably authorizes and directs the Process Agent to accept
such service on its behalf.


 


THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT
BLANK


THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES


 


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SIGNATURE PAGE


 


BNP Paribas

as Security Agent for itself and on behalf of the
Finance Parties


 


 


	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
   

  	
  Name: 

  	
  Iyadh Laalai

  
	
   

  	
  Title:

  	
  Senior Structurer

  
				



 


16

















 


SIGNATURE PAGE


 


Hertz AG,

as Assignor


 


 


	
  By:

  	
  /s/ Sandro Florin

  	
   

  
	
  Name:

  	
  Sandro Florin

  
	
  Title:

  	
  Vice-President Regional Operations &
  Quality Assurance Hertz Europe

  
				



 


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