Exhibit 4.5.37


 


DEED OF
NON-POSSESSORY PLEDGE


 


 


OF


 


 


MOVABLES


 


 


between


 


 


Stuurgroep
Holland B.V.


as Pledgor


 


and


 


BNS
Automobile Funding B.V.


 


and


 


BNP Paribas
as Security Agent


 


as Pledgees


 






 





 


Strawinskylaan 1999


1077 XV Amsterdam]


 






 


21 December 2005


 

















 


Execution Copy


 


TABLE OF CONTENTS


 


 


	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  3

  
	
  2

  	
   

  	
  PARALLEL DEBT

  	
   

  	
  7

  
	
  3.

  	
   

  	
  CREATION AND REGISTRATION OF PLEDGE ON MOVABLES

  	
   

  	
  8

  
	
  4.

  	
   

  	
  INFORMATION UNDERTAKING

  	
   

  	
  8

  
	
  5.

  	
   

  	
  FURTHER ASSURANCES AND NOTICE TO THIRD PARTIES

  	
   

  	
  9

  
	
  6.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  10

  
	
  7.

  	
   

  	
  GENERAL UNDERTAKINGS

  	
   

  	
  10

  
	
  8.

  	
   

  	
  AUTHORITY TO REQUIRE POSSESSION

  	
   

  	
  11

  
	
  9.

  	
   

  	
  IMMEDIATE FORECLOSURE

  	
   

  	
  11

  
	
  10.

  	
   

  	
  APPLICATION OF PROCEEDS

  	
   

  	
  11

  
	
  11.

  	
   

  	
  CONTINUING SECURITY AND OTHER MATTERS

  	
   

  	
  12

  
	
  12.

  	
   

  	
  CONFLICT

  	
   

  	
  12

  
	
  13

  	
   

  	
  TERMINATION AND RELEASE OF PLEDGE

  	
   

  	
  12

  
	
  14.

  	
   

  	
  LIABILITY

  	
   

  	
  13

  
	
  15.

  	
   

  	
  COSTS AND INDEMNIFICATION

  	
   

  	
  14

  
	
  16.

  	
   

  	
  POWER OF ATTORNEY

  	
   

  	
  14

  
	
  17.

  	
   

  	
  GENERAL

  	
   

  	
  15

  
	
  18.

  	
   

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  	
  17

  



 


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THE
UNDERSIGNED


 


1.            Stuurgroep Holland
B.V., a private company with limited liability
organised under the laws of the Netherlands, having its registered office at
Amsterdam, (the “Pledgor”);


 


2.            BNS Automobile
Funding B.V., a private company with limited liability
organised under the laws of the Netherlands, having its registered office at
Amsterdam, hereinafter referred to as: “BNS”;
and


 


3.            BNP Paribas, a
company organised under the laws of France, acting in its capacity of Security
Agent, hereinafter referred to as: “BNP”, and jointly with BNS hereinafter
referred to as: the “Pledgees”.


 


WHEREAS


 


A.            The Pledgor has or will have payment
obligations towards BNS under or pursuant to the loan agreement entered into by
BNS, as lender, and Pledgor, as borrower, dated on or about 21 December 2005, (the
“Loan Agreement”);


 


B.            the Pledgor has or will have payment
obligations towards BNP under or pursuant to the Bridge Facilities Agreement
(as hereinafter defined);


 


C.            the Pledgor has agreed to enter into
this Deed as security for the payment when due of the payment obligations
referred to under A and B;


 


D.            D             The Pledgor and the Pledgees acknowledge that
BNS shall pledge its claims referred to under A to BNP Paribas as security for
the Bridge Facilities Agreement, including, without limitation, all accessory
rights (afhankelijke rechten) and
all ancillary rights (nevenrechten)
which include (its share in) the rights of pledge contemplated in this Deed.


 


HAVE AGREED AS FOLLOWS


 


1.                DEFINITIONS AND INTERPRETATION


 


1.1          Definitions


In this Deed:


 


	
  “Article”

  	
   

  	
  means an article of this Deed.

  



 


3

















 


	
  “Bridge Facilities Agreement”

  	
   

  	
  means the senior bridge facilities agreement dated the 21st day of
  December two thousand and five between, among others, Hertz International, Ltd.,
  the Borrowers (as defined therein), the Guarantors (as defined therein), BNP
  Paribas and The Royal Bank of Scotland plc. as Mandated Lead Arrangers,
  CALYON as Co-Arranger and BNP Paribas as Facility Agent and the other
  financial institutions named therein.

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  has the meaning given to that term in the Bridge Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  “Deed”

  	
   

  	
  means this deed of non-possessory pledge of Movables.

  
	
   

  	
   

  	
   

  
	
  “Enforcement Event”

  	
   

  	
  a default (verzuim) of
  the Pledgor with respect to the Secured Liabilities, within the meaning of
  article 3:248 NCC, provided that an Event of Default has occurred which is
  continuing and has not been waived under the Bridge Facilities Agreement and
  has resulted in the Facility Agent serving a notice under Clause 23.16 (Acceleration and Cancellation) of the
  Bridge Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  has the meaning given to that term in the Bridge Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  “Movables”

  	
   

  	
  means all movable property (roerende
  zaken) to which the Pledgor presently holds title of ownership or
  may acquire title of ownership in the future, to the extent that such movable
  property is or will be located in the Netherlands,

  



 


4

















 


	
   

  	
   

  	
  including, without limitation, any vehicles, equipment (bedrijfsuitrusting), inventory (inventaris) and stock (voorraden) and including all movable
  property located at the premises listed and described on Schedule 1
  hereto.

  
	
   

  	
   

  	
   

  
	
  “NCC”

  	
   

  	
  means the Netherlands Civil Code.

  
	
   

  	
   

  	
   

  
	
  “Parallel Debt”

  	
   

  	
  means the Parallel Debt as defined in Article 2.

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  means a party to this Deed.

  
	
   

  	
   

  	
   

  
	
  “Pledge”

  	
   

  	
  means the first-ranking rights of pledge created under this Deed.

  
	
   

  	
   

  	
   

  
	
  “Principal Obligations”

  	
   

  	
  means all present and future monetary payment obligations (vorderingen tot voldoening van een geldsom)
  (whether actual or contingent and whether owed jointly or severally or in any
  other capacity whatsoever) of the Pledgor to the Finance Parties or any one
  or more of them under or pursuant to the Finance Documents (as defined in the
  Bridge Facilities Agreement).

  
	
   

  	
   

  	
   

  
	
  “Secured Liabilities”

  	
   

  	
  means (i) in respect of BNS all present and future monetary payment
  obligations (vorderingen tot voldoening
  van een geldsom) (whether actual or contingent and whether owed
  jointly or severally or in any other capacity whatsoever) of the Pledgor to
  BNS under or pursuant to the Loan Agreement and (ii) in respect of BNP the
  Parallel Debt.

  



 


1.2          Interpretation


a.             Unless the context otherwise requires or unless
otherwise defined 


 


5

















 


in this Deed, words and expressions defined in the
Bridge Facilities Agreement have the same meanings when used in this Deed.


 


b.             Words denoting the singular include the plural
and vice versa. Words denoting one gender include the other gender.


 


c.             The words “include”, “included” or “including”
are used to indicate that the matters listed are not a complete enumeration of
all matters covered.


 


d.             No provision of this Deed is to be interpreted
adversely against a Party solely because that Party was responsible for
drafting that particular provision.


 


e.             English language words used in this Deed intend
to describe Netherlands legal concepts only and the consequences of the use of
those words in English law or any other foreign law are to be disregarded.


 


f.              The headings in this Deed are for construction
purposes as well as for reference.


 


g.             References in this Deed to the Finance
Documents and the Loan Agreement will be deemed to include references to these
agreements as they may be varied, amended, modified, novated or restated from
time to time (including by way of increase of the facilities made available
under them or accession or retirement or the parties to these agreements).
Similarly, references in this Deed to Secured Liabilities will be deemed to
include any obligations which the Pledgor may have to the respective Pledgees
under or in connection with the Loan Agreement or the Finance Documents as they
may be so varied, amended, modified, novated or restated from time to time.


 


h.             This Deed intends to create separate and
individual rights of pledge provided by the Pledgor as security for the payment
when due of the Secured Liabilities of the Pledgor.


 


1.3          Schedules


Any Schedule forms an integral and inseparable part of this Deed.


 


6

















 


2             PARALLEL DEBT


 


2.1          The Pledgor hereby irrevocably and
unconditionally undertakes to pay to BNP an amount equal to the aggregate
amount payable by the Pledgor in respect of its Principal Obligations as they
may exist from time to time. The payment undertaking of the Pledgor to BNP
under this Article 2 is hereinafter to be referred to as the “Parallel Debt”.


 


2.2         The Parallel Debt of the Pledgor will become
due and payable (opeisbaar) as
and when one or more of the Principal Obligations of the Pledgor become due and
payable.


 


2.3         Each of the Parties hereby acknowledges that:


i.              the Parallel Debt constitutes an undertaking, obligation and liability
of the Pledgor to BNP which is separate and independent from, and without
prejudice to, the Principal Obligations; and


ii.             the Parallel Debt represents BNP’s own separate and independent claim (eigen en zelfstandige vordering) to
receive payment of the Parallel Debt from the Pledgor it being understood, in
each case, that pursuant to subsection a. of this Article the amount which may
become payable by the Pledgor as its Parallel Debt shall never exceed the total
of the amounts which are payable under the Principal Obligations of the
Pledgor.


 


2.4         For the avoidance of doubt, the Parties confirm
that in accordance with subsections 2.1 and 2.3 of this Article the claim of
BNP against the Pledgor in respect of the Parallel Debt and the claims of
anyone or more of the Finance Parties against the Pledgor in respect of the
Principal Obligations payable by the Pledgor to such Finance Party do not
constitute common property (gemeenschap)
within the meaning of article 3:166 of the NCC and that the provisions relating
to common property shall not apply. If, however, it shall be held that such
claim of the BNP and such claims of anyone or more of the Finance Parties do
constitute common property and the provisions relating to common property do
apply, the Parties agree that the Intercreditor Deed shall constitute the
administration agreement (“beheersregeling”)
within the meaning of article 3:168 NCC.


 


2.5         To the extent BNP irrevocably (onaantastbaar) receives any amount in
payment of the Parallel Debt of the Pledgor, BNP shall distribute that


 


7

















 


amount among the Finance Parties that are creditors of
the Principal Obligations of the Pledgor in accordance with the applicable
provisions of the Intercreditor Deed. Upon irrevocable receipt by BNP of any
amount so distributed to it (a “Received
Amount”), the Principal Obligations of the Pledgor to the relevant
Finance Party or Finance Parties shall be reduced by amounts totalling an
amount (a “Deductible Amount”)
equal to the Received Amount in the manner as if the Deductible Amount were
received as a payment of the Principal Obligations on the date of receipt by
that Finance Party of the Received Amount.


 


3.            CREATION AND REGISTRATION OF PLEDGE ON MOVABLES


 


3.1          Creation of pledge over
Movables


As security for the payment when due of its respective
Secured Liabilities, the Pledgor agrees to create and hereby creates, as the
case may be in advance (bij voorbaat)
with respect to Movables which will be acquired and/or be located in the
Netherlands after the date hereof, in favour of the Pledgees a first-ranking
non-possessory right of pledge (bezitloos
pandrecht eerste in rang) on the Movables and all rights attached
thereto, including dependent rights (afhankelijke
rechten) and ancillary rights (nevenrechten).
The Pledgees accept this right of pledge, where appropriate in advance.


 


3.2          Ranking


If the right of pledge purported to be created pursuant to Article 3.1
cannot be first ranking as a result of Security created prior to the date of
this Deed on any of the Movables, such right of pledge shall nonetheless have
been created pursuant to Article 3.1 with the highest possible rank.


 


3.3          Registration of this Deed


Immediately following the signing of this Deed and in
any event no later than 10 Business Days after the date of this Deed, the
Pledgor agrees to register this Deed with the relevant tax authorities in the
Netherlands and to provide a copy of the registered Deed to the Pledgees
without delay.


 


4.            INFORMATION UNDERTAKING


 


4.1          Additional information


At the Pledgees’ first reasonable request, the Pledgor must provide all
information (including a detailed specification of the Movables and the exact
location of the Movables), evidence (including invoices) and


 


8

















 


documents relating to the Movables which the Pledgees may deem necessary
to exercise their rights under this Deed (including the enforcement of their
rights of pledge) and the perfection or protection of their security on the
Movables of the Pledgor. The Pledgees and their appointees for this purpose
shall at all times during regular business hours be granted free access to the
locations where the Movables are situated, in order to verify their presence
and condition and to inspect its books. The refusal by a third party to grant
such access shall be deemed a refusal by the Pledgor.


 


4.2          Attachments and Disputes of
Movables


The Pledgor agrees to notify the Pledgees without delay of any
attachment (beslag) levied on any
of its Movables or any dispute, if the attachment or dispute would have a
material adverse effect on the right of pledge created under this Deed or the
value of any of its Movables.


 


4.3          Duty to notify


The Pledgor shall notify the Pledgees immediately of all circumstances
of which it becomes aware which could affect the interests of the Pledgees,
including but not limited to an application being filed for the Pledgor’s
bankruptcy (faillissement) or
(provisional) suspension of payments ((voorlopige)
surseance van betaling), the Pledgor being adjudicated bankrupt, the
Pledgor being granted (provisional) suspension of payments, the Pledgor being
unable to fully pay its debts in respect of taxes or social security premiums
or planning to notify the relevant authorities thereof, an attachment being
levied on some or all of the Movables, or an event analogous to any of the
above occurring under the laws of any other jurisdiction.


 


5.            FURTHER ASSURANCES AND NOTICE
TO THIRD PARTIES


 


5.1          Further assurances


At the Pledgees’ first request, the Pledgor agrees to
execute any further encumbrances and assurances in favour of, or for the
benefit of the Pledgees, and do all acts and things as the Pledgees may
reasonably deem necessary to exercise their rights under this Deed (including
the enforcement of its rights of pledge) and the perfection or protection of
its security on the Movables of the Pledgor.


 


5.2          Notice to third parties


The Pledgees may give notice of the rights of pledge created by the Deed 


 


9

















 


to any third party seeking recourse on any of the
Movables, if that recourse would have a material adverse effect on the right of
pledge created under this Deed or the value of any of the Movables.


 


6.            REPRESENTATIONS AND
WARRANTIES


 


6.1          Representations and warranties


The Pledgor represents and warrants to each of
the Pledgees that on the date of this Deed:


 


a.             it is the proprietor (rechthebbende) and has full power to
dispose (beschikkingsbevoegd) of
its present Movables;


 


b.             the Movables are not subject to any Security
and no offer has been made or agreement entered into to create Security on the
Movables and no attachment has been levied on the Movables, except as permitted
under the Bridge Facilities Agreement; and


 


c.             subject to any security interest permitted
under the Bridge Facilities Agreement and subject to Article 3.3, this Deed
creates valid first-ranking non-possessory rights of pledge (bezitloos pandrecht  eerste in rang) on the Movables.


 


6.2          Repetition


The representations and warranties in Article 6.1 are deemed to be
repeated by the Pledgor on each day the Pledgor acquires a Movable in each case
by reference to the facts and circumstances existing at the time of repetition.


 


7.            GENERAL
UNDERTAKINGS


 


7.1          Disposal and negative pledge


The Pledgor shall not, without the prior
written consent of the Pledgees, except as permitted under the Bridge
Facilities Agreement:


 


a.             sell, transfer or otherwise dispose of any of
the Movables;


 


b.             create or permit to subsist any Security on any
of the Movables;


 


c.             enter into compromises, settlements and other
agreements or to grant discharge in respect of any of the Movables; or


 


10

















 


d.            vary the terms of or extend, release, determine, rescind or grant time
for payment in respect of any of the Movables if the variation, release,
determination, rescission or granting of time for payment in respect of any of
the Movables would have a material adverse effect on the right of pledge
created under this Deed.


 


8.            AUTHORITY TO REQUIRE
POSSESSION


 


Upon the occurrence of an Enforcement Event or if the Pledgees have
reason to believe that an Enforcement Event will occur (acting reasonably), the
Pledgees may require all or any part of the Movables to be brought into its
possession or into the possession of a third party appointed by it for this
purpose subject to mandatory provisions of Netherlands law.


 


9.            IMMEDIATE FORECLOSURE


 


a.             After the occurrence of an Enforcement Event
the Pledgees may, without notice or demand, sell or cause the Movables or part
thereof to be sold in accordance with applicable law.


 


b.            The Pledgor shall not be entitled to file a
request with the interim provisions judge (voorzieningenrechter)
to decide that the Movables will be sold in a deviating manner as provided for
in article 3:251 NCC. Nothing in the preceding sentence shall limit the right
of the Pledgees to file such request.


 


c.             The Pledgees shall not be obliged to give
notice of an intended sale as provided for in article 3:249 NCC, nor shall the
Pledgees be obliged to give the notice following the sale as provided for in
article 3:252 NCC.


 


10.          APPLICATION OF PROCEEDS


 


The Pledgees shall apply the proceeds from the
sale of the Movables towards satisfaction of the Secured Liabilities in
accordance with the provisions of the Intercreditor Deed, subject to mandatory
provisions of Netherlands law.


 


11

















 


11.          CONTINUING SECURITY AND OTHER
MATTERS


 


11.1        Continuing
security


This Deed extends to the ultimate balance from
time to time of any of the Secured Liabilities and is a continuing security,
notwithstanding any intermediate payment, partial settlement or other matter.


 


11.2        No prejudice


Subject to Article 13, this Deed does not
intend to prejudice, limit or affect any right of BNP under the Bridge
Facilities Agreement or BNS under the Loan Agreement (or applicable banking
conditions) and the Bridge Facilities Agreement and Loan Agreement do not
intend to prejudice, limit or affect any right of the Pledgees under this Deed.


 


12.          CONFLICT


 


If there is a conflict between this Deed and the Bridge Facilities
Agreement then (to the extent permitted by law) the provisions of the Bridge
Facilities Agreement will take priority over the relevant provisions of this
Deed.


 


13           TERMINATION
AND RELEASE OF PLEDGE


 


13.1        The Pledgees shall at the request and cost of
the Parent release the right of pledge constituted by this Deed if any of the
following events occur:


 


a.             upon (i) the Secured Liabilities
being discharged in full and none of the Secured Parties being under any
further actual or contingent obligation to make advances or provide other
financial accommodation to the Pledgor or any other person under any of the
Finance Documents, or (ii) the Pledgor ceasing to be both a Borrower and a Guarantor
subject to, and in accordance with, the Bridge Facilities Agreement.


 


b.            (i) any Permitted Disposal of any
Movable that is subject to the right of pledge constituted by this Deed, (ii)
any sale or other disposition of any Movable otherwise permitted by the Bridge
Facilities Agreement that is subject to the right of pledge constituted by this
Deed, (iii) any sale or other disposition of any Movable that is subject to the
right of pledge constituted by this Deed where the Facility Agent or the
Security Agent has


 


12

















 


consented to the disposal pursuant to the Bridge Facilities Agreement,
or (iv) any sale or any other disposition of any Movable pursuant to a merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing,
or sale and leaseback permitted by the Bridge Facilities Agreement to the
extent necessary to ensure such merger, consolidation, reorganisation,
winding-up, securitisation, Take-Out Financing or sale and leaseback take place,
or (v) the creation of any Encumbrance permitted by paragraph (x) of the
definition of “Permitted Encumbrances”, provided that, to the extent that the
disposal of a Movable is a Permitted Disposal or a sale or disposition
otherwise permitted by the Bridge Facilities Agreement, the Movable shall be
declared to be automatically released from the pledge created by this Deed with
effect from the day of such disposal and the Security Agent and the Facility
Agent shall each do all such acts which are reasonably requested by the Parent
in order to release such property.


 


13.2        The right of
pledge on the Movables and all the related rights thereto may be
cancelled (opgezegd) in whole or
in part by the Pledgees in accordance with article 3:81 NCC.


 


14.          LIABILITY


 


14.1        No Liability of
Pledgees


None of the Pledgees are liable to the Pledgor for any
loss or damage arising from:


 


a.             any sale of the Movables by a
Pledgees; or


 


b.            any exercise of, or failure to
exercise, their rights under this Deed,


 


except for gross negligence or willful misconduct (opzet of grove schuld) of the Pledgees.


 


14.2        Continuing
liability of Pledgor


The Pledgor shall remain liable to perform all
obligations, if any, assumed by it with respect to the Movables and the
Pledgees shall not have any obligations or liabilities with respect to the
Movables or any part thereof by reason of or arising out of this Deed, nor
shall the


13

















 


Pledgees be required or obligated in any manner to
perform or fulfil any of the obligations of the Pledgor under or with respect
to any part of the Movables.


 


15.          COSTS AND INDEMNIFICATION


 


15.1        Costs


The Pledgor shall pay all costs, of whatever nature (including legal
fees), incurred by a Pledgee in connection with the preparation, negotiation
and signing of this Deed or otherwise in connection with this Deed, including
costs in connection with Article 5 (Further assurances and notice to third
parties) of this Deed, or the enforcement of their rights there under and/or
any amendment of, supplement to or waiver in respect thereof.


 


15.2        Indemnification


The Pledgor undertakes to indemnify each Pledgee in respect of all
incurred costs, losses, actions, claims, expenses, demands and liabilities
which may be incurred by such Pledgee (or by or against any person for whose
act or omission it may be answerable) at any time relating to or arising out of
this Deed or as a consequence of anything done or omitted in the exercise or
purported exercise of the powers contained in this Deed or occasioned by any
breach by the Pledgor of any of its undertakings or other obligations under
this Deed, except in the case of gross negligence or willful misconduct on the
part of such Pledgee.


 


16.          POWER OF ATTORNEY


 


16.1        For the benefit of Pledgees, the Pledgor hereby
authorises the Pledgees, whether or not represented by its authorised
signatories, to pledge any of the Pledgor’s Movables to themselves on behalf of
the Pledgor at any time and from time to time and to do everything necessary in
this regard, including but not limited to registration of this Deed. The
Pledgees shall be free in their choice of the method by which the pledge is
created, including but not limited to the execution of a notarial deed. This
authorisation is unconditional and irrevocable, and does not in any way limit
or qualify the enforceability of the Pledgor’s obligation to pledge its
Movables itself.


 


16.2        For the benefit of the Pledgees, the Pledgor
hereby irrevocably appoints the Pledgees to be its true and lawful attorney (with
full power of substitution and delegation) for and on behalf of the Pledgor to
sign,


 


14

















 


execute, seal, deliver, acknowledge, file, register and perfect any and
all such assurances, documents, instruments, agreements, certificates and
consents and to do any and all such acts and things as the Pledgor itself could
do in relation to its Movables in relation to any matters dealt with in this
Deed and which the Pledgees may reasonably deem to be necessary in order to
give full effect to the purposes of this Deed. Upon request of the Pledgees the
Pledgor will ratify and confirm whatever the Pledgees shall do or cause to be
done in pursuance of the powers conferred to them hereunder.


 


16.3        In connection with the power of attorney
contained in this Article, Parties agree that each of the Pledgees may act as
counter party of the Pledgor and the Pledgor waives its rights pursuant to
article 3:68 NCC (Selbsteintritt),
which waiver the Pledgees hereby accepts.


 


17.          GENERAL


 


17.1        No
Rescission


To the extent permitted by law, the Pledgor hereby
waives its rights under article 6:228 and articles 6:265 to 6:272 NCC inclusive
to rescind (ontbinden), or demand
in legal proceedings the rescission (ontbinding)
of, this Deed, which waiver is hereby accepted by the Pledgees.


 


17.2        Transfer of legal relationship


Subject to the terms of the Bridge Facilities
Agreement, each of the Pledgees may transfer its rights and obligations under
this Deed by means of assignment (cessie)
and transfer of debt (schuldoverneming)
or transfer of legal relationship (contractsoverneming).
The Pledgor irrevocably agrees in advance to cooperate with such assignment,
transfer of debt or transfer of contract.


 


17.3        Notice


Any notice or other communication under or in
connection with this Deed must be made in accordance with the Loan Agreement
and the Bridge Facilities Agreement.


 


17.4        Partial
Invalidity


In the event that a provision of this Deed is invalid,
illegal, non binding, or unenforceable (either in whole or in part) under the
law of any jurisdiction, the remainder of this Deed continues to be effective
to the extent that, in view of the Deed’s substance and purpose, the remainder
is


 


15

















 


not inextricably related to and therefore inseverable
from the invalid, illegal, non binding or unenforceable provision. The Parties
will make every effort to reach agreement on a new clause which differs as
little as possible from the invalid, illegal, non binding or unenforceable
provision, taking into account the substance and purpose of this Deed.


 


17.5        Amendment


This Deed may only be amended by a written agreement.


 


17.6        No Implied
Waiver, no “Rechtsverwerking”


a.             Any waiver under this Deed must be given by
notice to that effect.


b.             Where a Party does not exercise any right under
this Deed (which includes the granting by a Party to any of the other Parties
of an extension of time in which to perform its obligations under any of these
provisions), this is not deemed to constitute a forfeiture of that Party’s
right under this Deed (rechtsverwerking).


 


17.7        Benefit of security


The Pledgor and each of the Pledgees explicitly agree
and declare that upon transfer, assignment or pledge of the respective Secured
Liabilities, or a part thereof, the transferee or pledgee will become entitled
to the right of pledge purported to be created hereunder, or to a corresponding
part thereof, as the case may be.


 


If and to the extent as a result of such transfer,
such assignment or a pledge the right of pledge purported to be created
hereunder will constitute common property, and an intercreditor agreement is
agreed upon in relation to such transfer, such assignment or a pledge, then the
Pledgor will be bound to the provisions of such intercreditor agreement.


 


17.8        Intercreditor agreement


As between the Pledgees only and subject to the
Intercreditor Deed BNS will not exercise any right under this Deed unless with
the written consent of BNP and BNP shall be entitled to instruct BNS to exercise
its rights hereunder and to do all such things as BNP may deem necessary in
connection with this deed.


 


For this purpose BNS hereby irrevocably appoints BNP
to be its true and lawful attorney (with full power of substitution and
delegation) for and on behalf of BNS to sign, execute, seal, deliver,
acknowledge, file, register


 


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and perfect any and all such assurances, documents,
instruments, agreements, certificates and consents and to do any and all such
acts and things in relation to any matters dealt with in this Deed and which
BNP may reasonably deem to be necessary. Upon request of BNP BNS will ratify
and confirm whatever BNP shall do or cause to be done in pursuance of the
powers conferred to it hereunder.


 


18.          GOVERNING LAW AND JURISDICTION


 


18.1        Governing
Law


This Deed is to be governed by and construed in
accordance with the laws of the Netherlands.


 


18.2        Jurisdiction


Any dispute arising out of or in connection with this
Deed is to be submitted to the exclusive jurisdiction of the competent court in
Amsterdam, the Netherlands. This Article 18.2 (Jurisdiction) is for the benefit
of the Pledgees only. As a result, the Pledgees shall not be prevented from
taking proceedings relating to a dispute in any other courts with jurisdiction.


 


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This Deed of Non-Possessory Pledge of Movables has
been signed in three counterparts, each of equal tenor and validity, on 21
December 2005.


 


 


SIGNATURES


 


 


	
  Stuurgroep Holland
  B.V.

  
	
   

  
	
   

  
	
   /s/ Michel
  Taride

  	
   

  
	
  by

  	
  :

  	
  Michel Taride

  
	
  title

  	
  :

  	
  President

  
	
   

  
	
   

  
	
  BNS
  Automobile Funding B.V.

  
	
   

  
	
   

  
	
   /s/ Michel
  Taride

  	
   

  
	
  by

  	
  :

  	
  Michel Taride

  
	
  title

  	
  :

  	
  Authorized Signatory

  
	
   

  
	
   

  
	
  BNP Paribas

  
	
   

  
	
   

  
	
   /s/ Iyadn
  Laalai

  	
   

  
	
  by

  	
  :

  	
  Iyadn Laalai

  
	
  title

  	
  :

  	
  Senior Structurer

  
				



 


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