Exhibit 4.5.58


 


HERTZ HOLDINGS II U.K.
LIMITED


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 (U.K.) Limited


relating to a 

Senior Bridge Facilities Agreement

dated

21 December 2005


 






 


21 December 2005


 





 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
  3

  
	
  2.

  	
  COVENANT TO PAY

  	
  5

  
	
  3.

  	
  FIXED CHARGE AND
  FLOATING CHARGE

  	
  5

  
	
  4.

  	
  CRYSTALLISATION OF
  FLOATING CHARGE

  	
  6

  
	
  5.

  	
  DELIVERY OF SHARE
  CERTIFICATES

  	
  6

  
	
  6.

  	
  FURTHER ASSURANCE

  	
  7

  
	
  7.

  	
  NEGATIVE PLEDGE AND
  DISPOSALS

  	
  7

  
	
  8.

  	
  SHARES

  	
  8

  
	
  9.

  	
  REPRESENTATIONS

  	
  9

  
	
  10.

  	
  ENFORCEMENT OF SECURITY

  	
  10

  
	
  11.

  	
  EXTENSION AND VARIATION
  OF THE LAW OF PROPERTY ACT 1925

  	
  10

  
	
  12.

  	
  APPOINTMENT OF RECEIVER
  OR ADMINISTRATOR

  	
  11

  
	
  13.

  	
  POWERS OF RECEIVER

  	
  12

  
	
  14.

  	
  APPLICATION OF MONEYS

  	
  12

  
	
  15.

  	
  PROTECTION OF PURCHASERS

  	
  12

  
	
  16.

  	
  POWER OF ATTORNEY

  	
  13

  
	
  17.

  	
  EFFECTIVENESS OF
  SECURITY

  	
  13

  
	
  18.

  	
  RELEASE OF SECURITY

  	
  15

  
	
  19.

  	
  SET-OFF

  	
  16

  
	
  20.

  	
  SUBSEQUENT ENCUMBRANCES

  	
  16

  
	
  21.

  	
  ASSIGNMENT

  	
  17

  
	
  22.

  	
  NOTICES

  	
  17

  
	
  23.

  	
  DISCRETION AND
  DELEGATION

  	
  17

  
	
  24.

  	
  PERPETUITY PERIOD

  	
  17

  
	
  25.

  	
  COUNTERPARTS

  	
  17

  
	
  26.

  	
  GOVERNING LAW AND
  JURISDICTION

  	
  17

  



 


2

















 


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


 


BY


 


(1)         HERTZ HOLDINGS II U.K. LIMITED, a private company incorporated in England
and Wales with limited liability and registered with company number 04210775 (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 Hertz International, Ltd,
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 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 by the Company (as defined below) of its
obligations arising from time to time in its capacity as a Borrower and 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;


 


3

















 


“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 (U.K.) Limited, a private company
incorporated in England and Wales with limited liability and registered with
company number 00597994;


 


“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 12.1 (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 the obligations covenanted to be discharged by the Chargor
pursuant to Clause 2.1 (Covenant to pay);


 


“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; and


 


“Third Party 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
Company to the Finance Parties (or any of them) under the Finance Documents (or
any of them).


 


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


 


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.           COVENANT TO PAY


 


2.1         Covenant to pay


 


The
Chargor hereby irrevocably and unconditionally undertakes as a primary
obligation in favour of the Security Agent that whenever the Company does not
pay when due any amount comprising all or part of the Third Party Liabilities, the
Chargor shall immediately on demand pay that amount as if it were the principal
obligor in respect of that obligation, in the manner provided for in the
Facility Agreement.


 


2.2         Independent
obligation


 


The
undertaking of the Chargor pursuant to Clause 2.1 (Covenant to
pay) shall be limited to the net proceeds of realisation of the
Security granted pursuant to this Deed. Such undertaking is a separate and
independent obligation and is subject to the provisions of this Deed.


 


3.           FIXED CHARGE AND FLOATING CHARGE


 


3.1         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.


 


3.2         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.


 

















 


4.           CRYSTALLISATION OF FLOATING CHARGE


 


4.1         Crystallisation:  By Notice


 


The Security Agent may at any time by notice in
writing to the Chargor convert the floating charge created by Clause 3.2 (Floating Charge) with immediate effect into a fixed charge
as regards any property or assets specified in the notice if:


 


4.1.1          an Enforcement Event has occurred; or


 


4.1.2          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


 


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


 


4.2         Crystallisation:  Automatic


 


Notwithstanding Clause 4.1 (Crystallisation:  By Notice) and without prejudice
to any law which may have a similar effect, the floating charge created by Clause
3.2 (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:


 


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


 


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


 


4.2.3          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.


 


5.           DELIVERY OF SHARE CERTIFICATES


 


The Chargor shall:


 


5.1.1          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


 


5.1.2          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.


 

















 


6.           FURTHER ASSURANCE


 


6.1         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):


 


6.1.1          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


 


6.1.2          to facilitate the realisation of the Charged Property.


 


6.2         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.


 


6.3         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.


 


6.4         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.


 


7.           NEGATIVE PLEDGE AND DISPOSALS


 


7.1         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.


 


7.2         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.


 

















 


8.           SHARES


 


8.1         Before An Enforcement Event


 


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


 


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


 


8.1.2          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.


 


8.2         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):


 


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


 


8.2.2          apply all dividends, interest and other monies arising from the Shares in
accordance with Clause 14 (Application of Moneys);


 


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


 


8.2.4          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:


 


(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.


 

















 


8.3         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.


 


9.           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:


 


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


 


9.2         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;


 


9.3         it has the power to enter into this Deed and all
corporate and other action required to authorise the execution of this Deed and
the performance of its obligations hereunder has been duly taken;


 


9.4         its execution of this Deed and its exercise of its
rights and performance of its obligations hereunder (taken as a whole) do not
and will not:


 


(a)          conflict in any material respect with any agreement, mortgage, bond or
other instrument or treaty to which it is a party or which is binding upon it
or any of its assets in such manner or to such extent as to have or be
reasonably likely to have a Material Adverse Effect;


 


(b)          conflict (save to the extent, if any, described in the Legal Opinions)
in any material respect with its constitutive documents; or


 


(c)          conflict in any material respect with any applicable law;


 


9.5         to the best of its knowledge and belief, it has good title
to, or valid leases of, or other appropriate licence, authorisation or consent
to use, those material assets necessary to carry on its business as presently
conducted;


 


9.6         save
as otherwise permitted by the Finance Documents, the Chargor has not taken and
none of its subsidiaries has taken any corporate action nor have any other
steps been taken or legal proceedings been started or (to the best of its
knowledge and belief) threatened against it or any of its subsidiaries for its
winding-up, dissolution, administration, re-organisation, bankruptcy,
moratorium of payments, division or statutory merger (whether by voluntary
arrangement, scheme of arrangement or otherwise) or for the appointment of a
receiver, administrator, administrative 


 

















 


receiver,
conservator, custodian, trustee or similar officer of it or of any or all of
its assets or revenues; and


 


9.7         all
acts, conditions and things required to be done, fulfilled and performed (save
for any such acts, conditions or things referred to in the qualifications to
the Legal Opinions and subject to applicable bankruptcy or insolvency laws or
other similar laws affecting creditors’ rights or remedies generally and
general principles of equity) in order:


 


(a)          to enable it lawfully to
enter into, exercise its rights under and perform and comply with the
obligations (taken as a whole) expressed to be assumed by it hereunder;


 


(b)          to ensure that the
obligations expressed to be assumed by it hereunder are legal, valid, binding
and enforceable,


 


have been done, fulfilled and performed, save in each
case for any such act, conditions or thing which the failure to do, fulfil or
perform would not reasonably be expected to have a Material Adverse Effect.


 


10.         ENFORCEMENT OF SECURITY


 


10.1       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:


 


10.1.1        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


 


10.1.2        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.


 


10.2       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.


 


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


 


11.1       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.


 


11.2       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.


 


12.         APPOINTMENT OF RECEIVER OR ADMINISTRATOR


 


12.1       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:


 


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


 


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


 


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


 


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


 


12.2       Capacity of Receivers


 


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


 


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


 


12.2.2           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


 


12.2.3           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).


 


12.3       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.


 

















 


12.4       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.


 


13.         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):


 


13.1.1           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;


 


13.1.2           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);


 


13.1.3           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


 


13.1.4           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.


 


14.         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.


 


15.         PROTECTION OF PURCHASERS


 


15.1       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.


 

















 


15.2       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.


 


16.         POWER OF ATTORNEY


 


16.1       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:


 


16.1.1              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


 


16.1.2              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).


16.2       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 16.


 


17.         EFFECTIVENESS OF SECURITY


 


17.1       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 18 (Release of Security).


 


17.2       Chargor’s Obligations


 


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


 


17.2.1        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;


 


17.2.2        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;


 


17.2.3        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;


 

















 


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


 


17.2.5        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;


 


17.2.6        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


 


17.2.7        any other act, event or omission which, but for this Clause 17.2,
might operate to discharge, impair or otherwise affect any of the obligations
of the Chargor herein contained or of any Obligor contained in any Finance Document or any of the rights, powers or remedies conferred upon any of the
Finance Parties by the Finance Documents or by law.


 


17.3       Appropriations


 


The
Security Agent may at any time during the subsistence of the security created
pursuant to this Deed and without affecting the liability of the Chargor under
this Deed:


 


17.3.1        refrain from applying or enforcing any other moneys, security or
rights held or received by the Security Agent in respect of those amounts; or


 


17.3.2        apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise); and


 


17.3.3        hold in a suspense account any moneys received from the Chargor or
on account of the liability of the Chargor under this Deed.


 


17.4       Non-competition


 


The Chargor shall not at any time during the
subsistence of the security created pursuant to this Deed by virtue of any
payment or performance by it under this Deed:


 


17.4.1        be subrogated to any rights, security or moneys held, received or
receivable by the Security Agent (or, in each case, any trustee or agent on its
behalf); or


 


17.4.2        be entitled to any right of
contribution or indemnity in respect of any payment made or moneys received on
account of the liability of any other person pursuant to any Finance Document,


 


and the Chargor shall hold in trust for and immediately pay or transfer
to the Security Agent any payment or distribution or benefit of security
received by it contrary to this Clause or in accordance with any directions
given by the Security Agent under this Clause.


 

















 


17.5       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 the Third Party 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.


 


17.6       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 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.


 


17.7       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.


 


18.         RELEASE OF SECURITY


 


18.1       Redemption of Security


Upon:


 


18.1.1        the Third Party 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


 


18.1.2       the Company ceasing to be both a Borrower and a Guarantor subject
to, and in accordance with, the Facility Agreement,


 


the Security Agent shall, at the request and cost of
the Parent, 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.


 


18.2       Partial Releases


 


In connection with:


 


18.2.1       any Permitted Disposal of any Charged Property;


 

















 


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


 


18.2.3       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;


 


18.2.4       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); or


 


18.2.5       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
Parent, 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.


 


18.3       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.


 


19.         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 14 (Application of Monies)
(notwithstanding any specified maturity of any deposit standing to the credit
of any such account).


 


20.         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.


 


21.         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.


 


22.         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.


 


23.         DISCRETION AND DELEGATION


 


23.1       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.


 


23.2       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.


 


24.         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.


 


25.         COUNTERPARTS


 


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


 


26.         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.


 

















 










 


Execution Page


 


HERTZ HOLDINGS II U.K. LIMITED


 


Deed of Charge over Shares
in Hertz (U.K.) Limited 

dated

21 December  2005












 


The Chargor


 


EXECUTED
as a DEED

by HERTZ HOLDINGS II U.K. LIMITED


 


	
  By:

  	
   /s/ Michel Taride

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
  By:

  	
   /s/ Nuns Moodliar

  	
   

  
	
   

  	
  Director
  / Secretary

  



 


 


The Security Agent


EXECUTED as a DEED

by BNP PARIBAS

acting by its authorised signatory:


 


	
  By:

  	
  /s/
  Authorised Signatory

  	
   

  
	
   

  	
  Authorised
  Signatory