Exhibit 4.5.59


 


HERTZ INTERNATIONAL, LTD


as
Chargor


 


in
favour of


 


BNP PARIBAS


as
Security Agent

for and on behalf of

the Secured Parties named herein


 






 


DEED OF CHARGE OVER SHARES


in
Hertz Holdings III UK Limited


relating to a 

Senior Bridge Facilities Agreement

dated

21 December 2005


 






 


21 December 2005


 





 


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CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  3

  
	
  2.

  	
  FIXED CHARGE AND FLOATING CHARGE

  	
  5

  
	
  3.

  	
  CRYSTALLISATION OF FLOATING CHARGE

  	
  5

  
	
  4.

  	
  DELIVERY OF SHARE CERTIFICATES

  	
  6

  
	
  5.

  	
  FURTHER ASSURANCE

  	
  6

  
	
  6.

  	
  NEGATIVE PLEDGE AND DISPOSALS

  	
  7

  
	
  7.

  	
  SHARES

  	
  7

  
	
  8.

  	
  REPRESENTATIONS

  	
  8

  
	
  9.

  	
  ENFORCEMENT OF SECURITY

  	
  8

  
	
  10.

  	
  EXTENSION AND VARIATION OF THE LAW OF PROPERTY ACT 1925

  	
  9

  
	
  11.

  	
  APPOINTMENT OF RECEIVER OR ADMINISTRATOR

  	
  9

  
	
  12.

  	
  POWERS OF RECEIVER

  	
  10

  
	
  13.

  	
  APPLICATION OF MONEYS

  	
  11

  
	
  14.

  	
  PROTECTION OF PURCHASERS

  	
  11

  
	
  15.

  	
  POWER OF ATTORNEY

  	
  11

  
	
  16.

  	
  EFFECTIVENESS OF SECURITY

  	
  12

  
	
  17.

  	
  RELEASE OF SECURITY

  	
  13

  
	
  18.

  	
  SET-OFF

  	
  14

  
	
  19.

  	
  SUBSEQUENT ENCUMBRANCES

  	
  14

  
	
  20.

  	
  ASSIGNMENT

  	
  14

  
	
  21.

  	
  NOTICES

  	
  15

  
	
  22.

  	
  DISCRETION AND DELEGATION

  	
  15

  
	
  23.

  	
  PERPETUITY PERIOD

  	
  15

  
	
  24.

  	
  COUNTERPARTS

  	
  15

  
	
  25.

  	
  GOVERNING LAW AND JURISDICTION

  	
  15

  



 


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THIS DEED
OF CHARGE OVER SHARES is made on 21 December 2005


 


BY


 


(1)           HERTZ INTERNATIONAL, LTD, a
company incorporated under the laws of the State of Delaware, United States of
America and having its principal place of business at 225 Brae Boulevard, Park
Ridge, New Jersey 07656, United States of America  (the “Chargor”);


 


in favour of


 


(2)         BNP PARIBAS, as
security agent and security trustee for itself and on behalf of the Secured
Parties (as defined below) on the terms and conditions set out in the
Intercreditor Deed (as defined below) (the “Security
Agent”, which expression shall include any person for the time being
appointed as Security Agent or as a Supplemental Security Agent for the purpose
of, and in accordance with, the Intercreditor Deed).


 


WHEREAS:


 


(1)         Pursuant to a senior bridge facilities
agreement dated 21 December 2005 and made between the Chargor as Parent,
the Arrangers, BNP Paribas, The Royal Bank of Scotland plc and Calyon S.A. as
Joint Bookrunners, BNP Paribas, Calyon S.A., The Royal Bank of Scotland plc,
BNP Paribas (Canada) and Indosuez Finance (UK) Limited as Banks, BNP Paribas as
Global Coordinator and as Facility Agent, the Security Agent, the Original
Borrowers and the other Original Guarantors named therein (in each case as such
terms are defined therein) (the “Facility
Agreement”), the Banks have made available to certain members of the
Hertz group of companies, subject to the terms set out therein, certain loan
facilities.


 


(2)         It is a condition precedent to the making of
Advances under the Facility Agreement that, inter
alia, the Chargor grants certain security interests in favour of the
Security Agent for the due and punctual performance of its obligations arising
from time to time in its capacity as Parent and as a Guarantor under the
Finance Documents.  The Chargor has
agreed to grant such security interests on and subject to the terms of this
Deed.


 


(3)         This Deed is subject to the terms of the
Intercreditor Deed.


 


NOW THIS
DEED WITNESSETH as follows:


 


1.           DEFINITIONS AND
INTERPRETATION


 


1.1         Definitions


 


Terms defined in the
Facility Agreement and the Intercreditor Deed shall, unless otherwise defined
in this Deed, have the same meaning when used in this Deed (including the
recitals hereto) and in addition:


 


“Charged Property” means all of the assets
of the Chargor which from time to time are the subject of the security created
or expressed to be created in favour of the Security Agent by or pursuant to
this Deed;


 


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“Collateral Rights” means all rights, powers
and remedies of the Security Agent provided by or pursuant to this Deed or by
law;


 


“Company” means Hertz Holdings III U.K.
Limited, a private company incorporated in England and Wales with limited
liability and registered with company number 5646630;


 


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


 


“Receiver” means any person which is
appointed as a receiver, receiver and manager or (in so far as it is permitted
by law) an administrative receiver of the whole or any part of the Charged
Property pursuant to Clause 11.1 (Appointment
and Removal);


 


“Related Rights” means all dividends,
interest and other monies payable in respect of the Shares and all other
rights, benefits and proceeds in respect of or derived from the Shares (whether
by way of redemption, bonus, preference, option, substitution, conversion or
otherwise);


 


“Secured Parties” means the Security Agent
and each other Finance Party from time to time;


 


“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 Chargor
to the Finance Parties (or any of them) under the Finance Documents (or any of
them); and


 


“Shares” means all of the shares in the
capital of the Company held by, to the order or on behalf of the Chargor at any
time.


 


1.2         Interpretation


 


In this Deed:


 


1.2.1         the rules of
interpretation contained in Clauses 1.2 (Interpretation)
to 1.10 (Calculations)
(inclusive) of the Facility Agreement shall apply to the construction of this
Deed;


 


1.2.2         any reference to
the “Security Agent”, the “Chargor”, the “Facility Agent” or the “Secured
Parties” shall be construed so as to include its or their (and any
subsequent) successors and any permitted transferees in accordance with their
respective interests;


 


1.2.3         a “successor” of any party shall be construed
so as to include an assignee or successor in title of such party and any person
who under the laws of the jurisdiction of incorporation or domicile of such
party has assumed the rights and obligations of such party under this Deed or
to which, under such laws, such rights and obligations have been transferred;
and


 


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1.2.4         references in this
Deed to any Clause or Schedule shall be to a clause or schedule contained
in this Deed.


 


1.3         Third Party Rights


 


A person who is not a
party to this Deed has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce or to enjoy the benefit of any term of this Deed.


 


2.           FIXED CHARGE AND FLOATING
CHARGE


 


2.1         Fixed Charge


 


The Chargor hereby
charges with full title guarantee in favour of the Security Agent as trustee
for the Secured Parties as security for the payment and discharge of the
Secured Liabilities, by way of first fixed charge, all of the Chargor’s rights,
title, interest and benefits from time to time in and to each of the Shares,
all dividends, interest and other monies payable in respect of the Shares and
all other Related Rights.


 


2.2         Floating Charge


 


The Chargor hereby
charges with full title guarantee in favour of the Security Agent as trustee
for the Secured Parties as security for the payment and discharge of the
Secured Liabilities, by way of first floating charge, all of its rights, title,
interest and benefits from time to time in and to all dividends, interest and other
monies payable in respect of the Shares and all other Related Rights, in each
case to the extent that the same are not validly and effectively charged under
the laws of England and Wales by way of fixed security created under a Finance
Document in favour of the Security Agent as security for the Secured
Liabilities.


 


3.           CRYSTALLISATION OF FLOATING
CHARGE


 


3.1         Crystallisation:  By Notice


 


The Security Agent
may at any time by notice in writing to the Chargor convert the floating charge
created by Clause 2.2 (Floating Charge)
with immediate effect into a fixed charge as regards any property or assets
specified in the notice if:


 


3.1.1          an Enforcement Event
has occurred; or


 


3.1.2          the Security Agent
reasonably considers that any of the Charged Property may be in jeopardy or in
danger of being seized or sold pursuant to any form of legal process; or


 


3.1.3          the Security Agent
reasonably considers that it is desirable in order to protect the priority of
the security interests created pursuant to this Deed.


 


3.2         Crystallisation:  Automatic


 


Notwithstanding
Clause 3.1 (Crystallisation:  By Notice) and without prejudice
to any law which may have a similar effect, the floating charge created by
Clause 2.2 (Floating Charge) will
automatically be converted (without notice) with immediate effect into a fixed
charge as regards all the assets subject to the floating charge if:


 


3.2.1          the Chargor creates
or attempts to create any Encumbrance (other than any Permitted Encumbrance)
over any of the Charged Property; or


 


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3.2.2          any person levies or
attempts to levy any distress, execution or other process against any of the
Charged Property; or


 


3.2.3          a resolution is
passed or an order is made for the winding-up, dissolution, administration or
re-organisation of the Chargor or an administrator is appointed to the Chargor.


 


4.           DELIVERY OF SHARE CERTIFICATES


 


The Chargor shall:


 


4.1.1          on the date of this
Deed, deposit with the Security Agent (or procure the deposit of) all certificates
or other documents of title to the Shares, and stock transfer forms (executed
in blank by or on behalf of the Chargor in respect of the Shares held by or on
behalf of, or in the name of a nominee for, the Chargor); and


 


4.1.2          promptly upon the
accrual, offer or issue of any stocks, shares, warrants or other securities in
respect of or derived from the Shares, notify the Security Agent of that
occurrence and procure the delivery to the Security Agent of (a) all
certificates or other documents of title representing such items and (b) such
stock transfer forms or other instruments of transfer (executed in blank on
behalf of the Chargor) in respect thereof as the Security Agent may request.


 


5.           FURTHER ASSURANCE


 


5.1         Further Assurance: General


 


The
Chargor shall promptly do all such acts or execute all such documents
(including  assignments, transfers,
mortgages, charges, notices and instructions) as the Security Agent may
reasonably specify (and in such form as the Security Agent may reasonably
require) in favour of the Security Agent or its nominee(s):


 


5.1.1          to perfect the
security created or intended to be created in respect of the Charged Property
(which may include the execution by the Chargor of a mortgage, charge or
assignment over all or any of the assets constituting, or intended to
constitute, Charged Property) or for the exercise of the Collateral Rights;
and/or


 


5.1.2          to facilitate the
realisation of the Charged Property.


 


5.2         Necessary Action


 


The Chargor shall
take all such action as is available to it (including making all filings and
registrations) as may be necessary for the purpose of the creation, perfection,
protection or maintenance of any security conferred or intended to be conferred
on the Security Agent by or pursuant to this Deed.


 


5.3         Registration of Floating
Charge


 


The Chargor shall
ensure that within 21 days of the date hereof, to the extent required by
applicable law, a Form 395 in respect of the security interests created
over the Charged Property is presented to the Registrar of Companies in England
and Wales together with the requisite fee.


 


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5.4         Implied Covenants for Title


 


The obligations of
the Chargor under this Deed shall be in addition to the covenants for title
deemed to be included in this Deed by virtue of Part 1 of the Law of
Property (Miscellaneous Provisions) Act 1994.


 


6.           NEGATIVE PLEDGE AND DISPOSALS


 


6.1         Negative Pledge


 


The Chargor
undertakes that it shall not, and it shall procure that none of its
subsidiaries shall, at any time during the subsistence of this Deed, create or
permit to subsist any Encumbrance over all or any part of the Charged Property
other than a Permitted Encumbrance.


 


6.2         No Disposal of Interests


 


The Chargor
undertakes that it shall not, and it shall procure that none of its
subsidiaries shall, at any time during the subsistence of this Deed, sell,
lease, transfer or otherwise dispose of, by one or more transactions or series
of transactions (whether related or not), the whole or any part of its revenues
or assets save for Permitted Disposals.


 


7.           SHARES


 


7.1         Before An Enforcement Event


 


Prior to the
occurrence of an Enforcement Event the Chargor shall:


 


7.1.1          be entitled to
receive all dividends, interest and other monies arising from the Shares; and


 


7.1.2          exercise all voting
rights in relation to the Shares; provided
that the Chargor shall not exercise such rights in any manner, or
otherwise permit or agree to (a) any variation of the rights attaching to
or conferred by any of the Shares or (b) any increase in the issued share
capital of the Company, which in either case would either (i) prejudice
the ability of the Security Agent to realise the security interests created by
this Deed, or (ii) cause an Event of Default to occur.


 


7.2         After An Enforcement Event


 


The Security Agent
may, upon the occurrence of an Enforcement Event, at its discretion (in the
name of the Chargor or otherwise, and without any further consent or authority
from the Chargor):


 


7.2.1          exercise (or refrain
from exercising) any voting rights in respect of the Shares;


 


7.2.2          apply all dividends,
interest and other monies arising from the Shares in accordance with Clause 13
(Application of Moneys);


 


7.2.3          transfer the Shares
into the name of such nominee(s) of the Security Agent as it shall require; and


 


7.2.4          exercise (or refrain
from exercising) the powers and rights conferred on or exercisable by the legal
or beneficial owner of the Shares, including the right to concur or participate
in:


 


7

















 


(a)       the reconstruction,
amalgamation, sale or other disposal of the Company or any of its assets or
undertaking (including the exchange, conversion or reissue of any shares or
securities as a consequence of such event);


 


(b)       the release, modification
or variation of any rights or liabilities attaching to such shares or
securities; and


 


(c)       the exercise,
renunciation or assignment of any right to subscribe for any shares or
securities,


 


in each case in such
manner and on such terms as the Security Agent may think fit, and the proceeds
of any such action shall form part of the Charged Property.


 


7.3         Payment of Calls


 


The Chargor shall pay
when due all calls or other payments which may be or become due in respect of
any of the Shares, and in any case of default by the Chargor in such payment,
the Security Agent may, if it thinks fit, make such payment on behalf of the
Chargor in which case any such sums paid by the Security Agent shall be
reimbursed by the Chargor to the Security Agent on demand and shall carry
interest from the date of payment by the Security Agent until reimbursed at a
rate determined in accordance with Clause 28.2 (Default Interest) of the Facility Agreement.


 


8.           REPRESENTATIONS


 


The Chargor makes the
following representations and warranties to the Security Agent for its own
benefit and as trustee for the benefit of the Secured Parties and acknowledges
that the Security Agent and the other Secured Parties have relied upon those
representations and covenants:


 


8.1         it is the absolute
legal and beneficial owner of all the Charged Property; and


 


8.2         the Shares
constitute the entire issued share capital of the Company and have been validly
issued and are fully paid and are not subject to any option to purchase or
similar rights.


 


9.           ENFORCEMENT OF SECURITY


 


9.1         Enforcement


 


At any time after the
occurrence of an Enforcement Event, or if the Chargor requests the Security
Agent in writing to exercise any of its powers under this Deed, the security
created by or pursuant to this Deed is immediately enforceable and the Security
Agent may, without notice to the Chargor or prior authorisation from any court,
in its absolute discretion:


 


9.1.1         enforce all or any
part of that security (at the times, in the manner and on the terms it thinks
fit) and take possession of and hold or dispose of all or any part of the
Charged Property; and


 


8

















 


9.1.2         whether or not it
has appointed a Receiver, exercise all or any of the powers, authorities and
discretions conferred by the Law of Property Act 1925 (as varied or extended by
this Deed) on mortgagees and by this Deed on any Receiver or otherwise
conferred by law on mortgagees or Receivers.


 


9.2         No Liability as Mortgagee in
Possession


 


Neither the Security
Agent nor any Receiver shall be liable to account as a mortgagee in possession
in respect of all or any part of the Charged Property or be liable for any loss
upon realisation or for any neglect, default or omission in connection with the
Charged Property to which a mortgagee in possession might otherwise be liable.


 


10.         EXTENSION AND VARIATION OF THE
LAW OF PROPERTY ACT 1925


 


10.1       Extension
of Powers


 


The power of sale or
other disposal conferred on the Security Agent and on any Receiver by this Deed
shall operate as a variation and extension of the statutory power of sale under
Section 101 of the Law of Property Act 1925 and such power shall arise
(and the Secured Liabilities shall be deemed due and payable for that purpose)
on execution of this Deed.


 


10.2       Restrictions


 


The restrictions
contained in Sections 93 and 103 of the Law of Property Act 1925 shall not
apply to this Deed or to the exercise by the Security Agent of its right to
consolidate all or any of the security created by or pursuant to this Deed with
any other security in existence at any time or to its power of sale, which
powers may be exercised by the Security Agent without notice to the Chargor on
or at any time after the occurrence of an Enforcement Event.


 


11.         APPOINTMENT OF RECEIVER OR
ADMINISTRATOR


 


11.1       Appointment
and Removal


 


After the occurrence
of an Enforcement Event, or upon the written request of the Chargor, the
Security Agent may by deed or otherwise (acting through an authorised officer
of the Security Agent), without prior notice to the Chargor:


 


11.1.1       appoint one or more
persons to be a Receiver of the whole or any part of the Charged Property;


 


11.1.2       remove (so far as
it is lawfully able) any Receiver so appointed;


 


11.1.3       appoint another
person(s) as an additional or replacement Receiver(s); and


 


11.1.4       appoint one or more
persons to be an administrator of the Chargor.


 


11.2       Capacity
of Receivers


 


Each person appointed
to be a Receiver pursuant to Clause 11.1 (Appointment
and Removal) shall be:


 


11.2.1       entitled to act
individually or together with any other person appointed or substituted as
Receiver;


 


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11.2.2       for all purposes
shall be deemed to be the agent of the Chargor which shall be solely
responsible for his acts, defaults and liabilities and for the payment of his
remuneration and no Receiver shall at any time act as agent for the Security
Agent; and


 


11.2.3       entitled to
remuneration for his services at a rate to be fixed by the Security Agent
(acting reasonably) from time to time (without being limited to the maximum
rate specified by the Law of Property Act 1925).


 


11.3       Statutory
Powers of Appointment


 


The powers of
appointment of a Receiver shall be in addition to all statutory and other
powers of appointment of the Security Agent under the Law of Property Act 1925
(as extended by this Deed) or otherwise and such powers shall remain
exercisable from time to time by the Security Agent in respect of any part of
the Charged Property.


 


11.4       Restriction
on appointment of administrative receiver


 


The Security Agent
may not appoint an administrative receiver (as defined in section 29(2) of
the Insolvency Act 1986) over the Charged Property if the Security Agent is
prohibited from so doing by section 72A of the Insolvency Act 1986 and no
exception to the prohibition on appointing an administrative receiver applies.


 


12.         POWERS OF RECEIVER


 


Every Receiver shall
(subject to any restrictions in the instrument appointing him but
notwithstanding any winding-up or dissolution of the Chargor) have and be
entitled to exercise, in relation to the Charged Property (and any assets of
the Chargor which, when got in, would be Charged Property) in respect of which
he was appointed, and as varied and extended by the provisions of this Deed (in
the name of or on behalf of the Chargor or in his own name and, in each case,
at the cost of the Chargor):


 


12.1.1       all the powers
conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in
possession and on receivers appointed under that Act;


 


12.1.2       all the powers of
an administrative receiver set out in Schedule 1 to the Insolvency Act
1986 (whether or not the Receiver is an administrative receiver);


 


12.1.3       all the powers and
rights of an absolute owner and power to do or omit to do anything which the
Chargor itself could do or omit to do; and


 


12.1.4       the power to do all
things (including bringing or defending proceedings in the name or on behalf of
the Chargor) which seem to the Receiver to be incidental or conducive to (a) any
of the functions, powers, authorities or discretions conferred on or vested in
him or (b) the exercise of the Collateral Rights (including realisation of
all or any part of the Charged Property) or (c) bringing to his hands any
assets of the Chargor forming part of, or which when got in would be, Charged
Property.


 


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13.         APPLICATION OF MONEYS


 


All moneys received
or recovered by the Security Agent or any Receiver pursuant to this Deed or the
powers conferred by it shall (subject to the claims of any person having prior
rights thereto and by way of variation of the provisions of the Law of Property
Act 1925) be applied by the Security Agent (notwithstanding any purported
appropriation by the Chargor) in accordance with Clause 10 (Application of Recoveries) of the
Intercreditor Deed.


 


14.         PROTECTION OF PURCHASERS


 


14.1       Consideration


 


The receipt of the
Security Agent or any Receiver shall be conclusive discharge to a purchaser
and, in making any sale or disposal of any of the Charged Property or making
any acquisition, the Security Agent or any Receiver may do so for such
consideration, in such manner and on such terms as it thinks fit.


 


14.2       Protection
of Purchasers


 


No purchaser or other
person dealing with the Security Agent or any Receiver shall be bound to
inquire whether the right of the Security Agent or such Receiver to exercise
any of its powers has arisen or become exercisable or be concerned with any
propriety or regularity on the part of the Security Agent or such Receiver in
such dealings.


 


15.         POWER OF ATTORNEY


 


15.1       Appointment
and Powers


 


The Chargor by way of
security irrevocably appoints the Security Agent and any Receiver severally to
be its attorney (with full power to appoint substitutes and to delegate) and in
its name, on its behalf and as its act and deed to execute, deliver and perfect
all documents and do all things which the attorney may consider to be required
or desirable following the occurrence of an Enforcement Event for:


 


15.1.1      carrying out any obligation
imposed on the Chargor by this Deed (including the execution and delivery of
any deeds, charges, assignments or other security and any transfers of the
Charged Property); and


 


15.1.2      enabling the
Security Agent and any Receiver to exercise, or delegate the exercise of, any
of the rights, powers and authorities conferred on them by or pursuant to this
Deed or by law (including the exercise of any right of a legal or beneficial
owner of the Charged Property).


 


15.2       Ratification


 


The Chargor shall ratify
and confirm all things done and all documents executed by any attorney in the
exercise or purported exercise of all or any of his powers under its
appointment pursuant to this Clause 15.


 


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16.         EFFECTIVENESS OF SECURITY


 


16.1       Continuing
Security


 


The security created
by or pursuant to this Deed shall remain in full force and effect as a
continuing security for the Secured Liabilities unless and until it is released
by the Security Agent in accordance with Clause 17 (Release of Security)..


 


16.2       Chargor’s
Obligations


 


The obligations of
the Chargor and the Collateral Rights shall not be discharged, impaired or
otherwise affected by:


 


16.2.1       the winding-up,
dissolution, administration or re-organisation of the Chargor or any other
person or any change in its status, function, control or ownership;


 


16.2.2       any of the
obligations of the Chargor or any other person under the Finance Documents
being or becoming illegal, invalid, unenforceable or ineffective in any
respect;


 


16.2.3       time or other
indulgence being granted or agreed to be granted to the Chargor or any Obligor
in respect of its obligations under the Finance Documents;


 


16.2.4       any amendment to,
or any variation, waiver or release of, any obligation of the Chargor or any
Obligor under the Finance Documents;


 


16.2.5       any failure to
take, or fully to take, any security contemplated hereby or otherwise agreed to
be taken in respect of the obligations of the Chargor or any Obligor under the
Finance Documents;


 


16.2.6       any failure to
realise or fully to realise the value of, or any release, discharge, exchange
or substitution of, any Security taken in respect of the obligations of the
Chargor or any Obligor under the Finance Documents; or


 


16.2.7       any other act,
event or omission which, but for this Clause 16.2, might operate to discharge,
impair or otherwise affect any of the obligations of the Chargor herein
contained or any of the rights, powers or remedies conferred upon any of the
Finance Parties by the Finance Documents or by law.


 


16.3       Cumulative
Rights


 


The security created
by or pursuant to this Deed and the Collateral Rights shall be cumulative, in
addition to and independent of every other security which the Security Agent or
any other Secured Party may at any time hold for the Secured Liabilities or any
other obligations or any rights, powers and remedies provided by law.  No prior security held by the Security Agent
(whether in its capacity as Security Agent or otherwise) or any of the other
Secured Parties over the whole or any part of the Charged Property shall merge
into the security constituted by this Deed.


 


16.4       No
Liability


 


None of the Security
Agent, its nominee(s) or any Receiver shall be liable by reason of (a) taking
any action permitted by this Deed or (b) any neglect or default in
connection


 


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with the Charged
Property or (c) taking possession of or realising all or any part of the
Charged Property, except in the case of gross negligence or wilful default upon
its part.


 


16.5       Partial
Invalidity


 


If, at any time, any
provision of this Deed is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions of this Deed nor of such provision
under the laws of any other jurisdiction shall in any way be affected or
impaired thereby and, if any part of the security intended to be created by or
pursuant to this Deed is invalid, unenforceable or ineffective for any reason,
that shall not affect or impair any other part of the security.


 


17.         RELEASE OF SECURITY


 


17.1       Redemption
of Security


 


Upon:


 


17.1.1       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 any person under any of the Finance Documents;
or


 


17.1.2       the Chargor ceasing
to be a Guarantor subject to, and in accordance with, the Facility Agreement,


 


the Security Agent
shall, at the request and cost of the Chargor, release and cancel the security
constituted by this Deed and procure the reassignment to the Chargor of the
property and assets assigned to the Security Agent pursuant to this Deed and in
each case the Chargor shall have no recourse to, nor shall any representation
or warranty in relation thereto be given by, the Security Agent or any of its
nominees.


 


17.2       Partial
Releases


 


In
connection with:


 


17.2.1       any Permitted
Disposal of any Charged Property;


 


17.2.2       any sale or other
disposition of any Charged Property otherwise permitted by the Finance
Documents;


 


17.2.3       any sale or other
disposition of any Charged Property where the Facility Agent or the Security
Agent has consented to the disposal pursuant to the Finance Documents;


 


17.2.4       any sale or any
other disposition of any property pursuant to a merger, consolidation,
reorganisation, winding-up, securitisation, Take-Out Financing or sale and
leaseback permitted by the Facility Agreement (to the extent necessary to
ensure such merger, consolidation, reorganisation, winding-up, securitisation,
Take-Out Financing or sale and leaseback take place);


 


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17.2.5       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 Chargor, release and cancel the security
constituted by this Deed and procure the reassignment to the Chargor of the
property and assets assigned to the Security Agent pursuant to this Deed and in
each case the Chargor shall have no recourse to, nor shall any representation
or warranty in relation thereto be given by, the Security Agent or any of its
nominees; provided that, to the extent
that the disposal of such property is a Permitted Disposal or a sale or
disposition otherwise permitted by the Finance Documents, the property shall be
declared to be automatically released from the Security with effect from the
day of such disposal and the Security Agent shall do all such acts which are
reasonably requested by the Parent in order to release such property.


 


17.3       Avoidance
of Payments


 


If the Security
Agent, acting reasonably, considers that any amount paid or credited to it is
reasonably likely to be avoided or reduced by virtue of any bankruptcy,
insolvency, liquidation or similar laws the liability of the Chargor under this
Deed and the security constituted hereby shall continue and such amount shall
not be considered to have been irrevocably paid.


 


18.         SET-OFF


 


The Chargor
authorises the Security Agent (but the Security Agent shall not be obliged to
exercise such right), after the occurrence of an Enforcement Event to set off
against the Secured Liabilities any amount or other obligation (contingent or
otherwise) owing by the Security Agent to the Chargor and apply any credit
balance to which the Chargor is entitled on any account with the Security Agent
in accordance with Clause 13 (Application of
Monies) (notwithstanding any specified maturity of any deposit
standing to the credit of any such account).


 


19.         SUBSEQUENT ENCUMBRANCES


 


If the Security Agent
(acting in its capacity as Security Agent or otherwise) or any of the other
Secured Parties at any time receives or is deemed to have received notice of
any subsequent Encumbrance affecting all or any part of the Charged Property or
any assignment or transfer of the Charged Property which is prohibited by the
terms of this Deed or the Facility Agreement, all payments thereafter by or on
behalf of the Chargor to the Security Agent (whether in its capacity as
Security Agent or otherwise) or any of the other Secured Parties shall be
treated as having been credited to a new account of the Chargor and not as
having been applied in reduction of the Secured Liabilities as at the time when
the Security Agent received such notice.


 


20.         ASSIGNMENT


 


The
Security Agent may assign and transfer all or any of its rights and obligations
under this Deed in accordance with the terms of the Intercreditor Deed.


 


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21.         NOTICES


 


Each communication to
be made under or in connection with this Deed shall be made in accordance with
the provisions of Clause 42 (Notices)
of the Facility Agreement.


 


22.         DISCRETION AND DELEGATION


 


22.1       Discretion


 


Any liberty or power
which may be exercised or any determination which may be made under this Deed
by the Security Agent or any Receiver may, subject to the terms and conditions
of the Intercreditor Deed, be exercised or made in its absolute and unfettered
discretion without any obligation to give reasons.


 


22.2       Delegation


 


Each of the Security
Agent and any Receiver shall have full power to delegate (either generally or
specifically) the powers, authorities and discretions conferred on it by this
Deed (including the power of attorney) on such terms and conditions as it shall
see fit which delegation shall not preclude either the subsequent exercise any
subsequent delegation or any revocation of such power, authority or discretion
by the Security Agent or the Receiver itself.


 


23.         PERPETUITY PERIOD


 


The perpetuity period
under the rule against perpetuities, if applicable to this Deed, shall be
the period of eighty years from the date of the Intercreditor Deed.


 


24.         COUNTERPARTS


 


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


 


25.         GOVERNING LAW AND JURISDICTION


 


This Deed shall be
governed by, and construed in accordance with, English law.  The provisions of Clause 47 (Jurisdiction) of the Facility Agreement
shall apply to this Deed, mutatis mutandis,
as if set out in full herein.


 


IN WITNESS
WHEREOF this Deed has been signed on behalf of the Security
Agent and executed as a deed by the Chargor and is delivered by the Chargor on
the date specified above.


 


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Execution Page


 


HERTZ INTERNATIONAL, LTD


 


Deed of Charge over Shares 

in Hertz Holdings III U.K. Limited 

dated

21 December  2005 




 


The Chargor


 


EXECUTED as a DEED

by HERTZ INTERNATIONAL, LTD


 


	
  By:

  	
   /s/ Michel Taride

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
  By:

  	
   /s/ Nuns Moodliar

  	
   

  
	
   

  	
  Director / Secretary

  



 


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The Security Agent


 


EXECUTED as a DEED

by BNP PARIBAS

acting by its authorised signatory:


 


	
  By:

  	
   /s/ Authorised Signatory

  	
   

  
	
   

  	
  Authorised Signatory

  



 


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