Exhibit 4.5.34


 


 




 





PLEDGE OVER THE BALANCE OF BANK
ACCOUNT




 





 


 


21
December 2005


 


 


BETWEEN


 


 


HERTZ
ITALIANA S.P.A.


as the
Company


 


 


And


 


 


BNP PARIBAS S.A.


as Pledgee and Security Agent


 


 






 


UGHI E NUNZIANTE


VIA XX SETTEMBRE 1


00187 ROMA


 






 

















 


EXECUTION COPY


 


CONTENTS


 


	
  1.

  	
  DEFINITIONS

  	
  pag. 4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  INTERPRETATION

  	
  pag. 6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  SECURITY
  INTEREST

  	
  pag.
  7

  
	
   

  	
   

  	
   

  
	
  4.

  	
  PERFECTION
  OF THE PLEDGE

  	
  pag.
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  USE
  OF THE BANK ACCOUNT BY THE COMPANY

  	
  pag.
  8

  
	
   

  	
   

  	
   

  
	
  6.

  	
  ENFORCEMENT
  OF THE PLEDGE

  	
  pag.
  8

  
	
   

  	
   

  	
   

  
	
  7.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  pag.
  8

  
	
   

  	
   

  	
   

  
	
  8.

  	
  UNDERTAKINGS
  OF THE COMPANY

  	
  pag.
  9

  
	
   

  	
   

  	
   

  
	
  9.

  	
  TERMINATION
  AND RELEASE

  	
  pag.
  10

  
	
   

  	
   

  	
   

  
	
  10.

  	
  NOTICES

  	
  pag.
  12

  
	
   

  	
   

  	
   

  
	
  11.

  	
  CONTINUATION
  OF THE PLEDGE

  	
  pag.
  12

  
	
   

  	
   

  	
   

  
	
  12.

  	
  MISCELLANEOUS
  PROVISIONS

  	
  pag.
  13

  
	
   

  	
   

  	
   

  
	
  13.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  pag.
  14

  



 


2

















 


THIS PLEDGE AGREEMENT OVER THE BALANCE OF
BANK ACCOUNT (the “Agreement”)  is made in London on this 21 December 2005:


 


BETWEEN


 


(1)           HERTZ
ITALIANA S.p.A, a company incorporated
under Italian law, with its registered office in Rome, Viale Leonardo da Vinci
n. 421, having a corporate capital of € 1.635.000 enrolled in the Register of
Commerce and Companies of Rome under number 00433120581, REA 225428 represented by Mr.                                                                                                ,
duly empowered to execute the present agreement by virtue of special power of
attorney issued on 19 December 2005 (hereinafter, the “Company” or the “Pledgor”);


 


AND


 


(2) BNP
PARIBAS S.A., a bank incorporated under French law, with
its registered office in 16, boulevard des Italiens, 75009 Paris, having a
corporate capital of € 1 757 231 208, enrolled in the Register of Commerce and
Companies of Paris, under SIREN number 662 042 449, acting as Facility Agent and as Security
Agent in the name and on behalf of the Banks, as defined below, pursuant to the
Intercreditor Deed represented by                                                                                     ,
duly empowered as attorney to execute the present agreement; (hereinafter, the “Security Agent” or the “Pledgee”)


 


The Pledgor and the Pledgee are hereinafter
each referred to as a “Party” and
collectively referred to as the “Parties”.


 


WHEREAS:


 


(A)          Pursuant to a senior bridge
facilities agreement dated 21 December 2005 made, inter alia, among Hertz International Ltd, the Original
Borrowers (as defined in the Facility Agreement), BNP Paribas, The Royal Bank
of Scotland plc and Calyon (the “Facility
Agreement”), the Banks will make available the facilities to the
Assignor (each a “Facility”);


 


(B)           The Company has opened the
bank accounts described under Schedule 1 (the Bank
Accounts and each of them
the “Bank Account”); and


 


(C)           As a condition precedent to
the availability of the Facility, the Company has, inter alia,
agreed to pledge in favour of the Pledgee the Balance, securing its own
obligations under the Facility Agreement.


 


 


IN LIGHT OF THE FOREGOING THE PARTIES AGREE
AS FOLLOWS:


 


3

















 


1.             DEFINITIONS


 


 For the purposes of this Agreement
and without prejudice to cases where the context allows for a different
interpretation, the terms and expressions hereinafter shall be interpreted as
follows:


 


Account
Bank means
any of the following Banks:


 


(a)           Banca di
Roma, Piazza Marconi 24, 00144 Roma;


 


(b)           Banca Intesa
S.p.A., Piazza Marconi 25, 00144 Roma;


 


(c)           Banca
Nazionale del Lavoro S.p.A., Via
C. Colombo 550, 00144;


 


(d)          Banca
Popolare Commercio e Industria S.p.A., Viale
Regina Margherita 196, 00198 Roma;


 


(e)           Banca
Popolare di Milano, Via Baldovinetti 156, 00142;


 


(f)            Citibank,
Milan Branch, Via Foro Bonaparte 16, 20121 Milano;


 


(g)          Credito
Bergamasco S.p.A., Via della Civiltà del Lavoro 62, 00144 Roma;


 


(h)           Deutsche
Bank S.p.A., Largo Tritone 161, 00187 Roma;


 


(i)            HSBC, Via M.
Bossi 1, 20121 Milano;


 


(j)            San Paolo -
IMI S.p.A., Viale dell’Arte 19/A, 00144 Roma;


 


(k)           Unicredit
Banca d’Impresa S.p.A., P.le dell’Industria 46, 00144 Roma;


 


Balance
means the positive balance of the Bank Account
available from time to time.


 


Bank
Account
has the meaning given to it in Recital B.


 


Bank
has
the meaning given to that term in the Facility Agreement.


 


Borrower has the meaning given to that term in the Facility
Agreement.


 


Business
Day means
a day (other than a Saturday or a Sunday) on which banks are open for general
business in Paris, Rome, London and Milan which is also a TARGET Day.


 


Civil
Code
means the Italian civil code approved by the Italian Royal Decree No. 262 of
16th March, 1942, as from time to time amended and supplemented.


 


4

















 


Encumbrance has the meaning given to that term in the Facility
Agreement.


 


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 Security
Agent serving notice under clause 23.17(a) (Acceleration and Cancellation) of
the Facility Agreement in connection with the Secured Liabilities or any of
them.


 


 Event of Default has
the meaning given to that term in the Facility Agreement.


 


Facility has the meaning given to that
term in Recital A.


 


Facility
Agreement
has the meaning given to that term in Recital A.


 


Finance
Documents has the meaning given to that term in the Facility Agreement.


 


Finance
Parties has the meaning given to that term in the Facility Agreement.


 


Guarantor has the meaning given to that term in the Facility
Agreement.


 


Insolvency
Law
means the Italian Royal Decree No. 267 of 16th March, 1942, as from time to
time amended and supplemented.


 


Intercreditor
Deed has the meaning given to that term in the Facility
Agreement.


 


Legal
Opinions has
the meaning given to that term in the Facility Agreement.


 


Parent means Hertz International Ltd, a corporation
incorporated under the laws of the State of Delaware, having (as of the date
hereof) its registered office at 225 Brae Boulevard Park Ridge, New Jersey,
07657.


 


Permitted Encumbrance has the meaning given to it in the
Facility Agreement.


 


Piego
Raccomandato means a piego raccomandato aperto,
whereby a single page letter is folded three times and stapled, so that the
name and address appear in the top left hand corner of the outside of the
folded letter, stamped on the outside in the top right hand corner directly
opposite the address and sent by registered mail with return receipt (raccomandata con ricevuta di ritorno).


 


Pledge means the pledge of the
Balance granted by the Company to the Pledgee pursuant to Clause 3 (Security
Interest).


 


5

















 


Pledgee
means BNP Paribas in its capacity as Security Agent
acting on behalf of the Banks, pursuant to the Intercreditor Deed.


 


Secured
Claims means
the claims (diritti di credito) of the Secured
Creditors in respect of the Secured Liabilities.


 


Secured
Creditors means any of the Banks.


 


Secured
Liabilities
means:


 


(a)           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); and


 


(b)           all present and future contingent
obligations and liabilities of the Company in case of claw-back (revocatoria) or ineffectiveness (inefficacia),
pursuant to article 65 or article 67 of the Insolvency Law (or any other
provision of Italian law or any other applicable law), of any payment made by
the Company or any other person to discharge any of the obligations referred to
above, which are excluded from the contingent liabilities under letter (a)
above.


 


Security Period means
the period beginning on the date hereof and ending on the first anniversary of
the full and unconditional discharge of the Secured Liabilities described
under paragraph (a) of the definition of Secured Liabilities;
provided that if in the meantime the Company or any third party who has made
payments discharging the Secured Liabilities described under paragraph
(a) of the definition of Secured Liabilities on behalf of the
Company is adjudicated bankrupt or submitted to any insolvency proceedings
which may trigger the applicability of article 65 or article 67 of the
Insolvency Law (or any similar provision under any applicable law), such term
shall be extended until no revocatory action can be exercised.


 


Term has the meaning given to the term in the
Facility Agreement.


 


Transfer Certificate
has the meaning given to that term in the Facility Agreement.


 


2.             INTERPRETATION


 


2.1          The
recitals and the schedules to this Agreement are an essential part thereof.


 


2.2          Terms not
otherwise defined herein shall have the same meaning ascribed to them in the
Facility Agreement.


 


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2.3          The words
and expressions beginning with a capital letter, used either in the singular or
in the plural form, shall have, for the purposes of this Agreement, the meaning
which they have been attributed under the Facility Agreement, unless otherwise
defined in this Agreement.


 


2.4          References
to a document shall mean such document, as modified, replaced by novation or
complemented.


 


2.5          If an amount paid
by the Company or any person on behalf of the Company or otherwise to discharge
any of the Secured Liabilities has been avoided or otherwise set aside on the
liquidation or administration of the Company or any such person or otherwise,
then that amount shall not be considered to have been irrevocably paid for the
purposes of the Pledge.


 


3.             SECURITY
INTEREST


 


3.1          The Company hereby irrevocably grants in
favour of the Secured Creditors the Pledge pursuant to article 2784 of the
Civil Code, as a security for the Secured Liabilities.


 


3.2          If
one or more of the Secured Liabilities is declared invalid or unenforceable for
whatever reason, or if the Pledge cannot or can no longer secure, for whatever
reason, one or more of such liabilities, this shall not prejudice the validity
and the enforceability of the Pledge, which shall continue to secure the full,
unconditional and irrevocable performance of all other such liabilities.


 


4.             PERFECTION
OF THE PLEDGE


 


4.1          Notice of the Pledge


 


(a)           Promptly after the execution
of this Agreement, the Company shall, pursuant to article 2800 of the Civil
Code, send to each of the Account Banks a notice substantially in the form of
the Italian version of Schedule 2, Part 1, and deliver to the Security Agent,
as soon as reasonably possible and, in any case, not later than 15 (fifteen)
Business Days after the execution of this Agreement, evidence that the notice
has been served.


 


(b)           The Company shall send to each
of the Account Banks a notice substantially in the form of the Italian version
of Schedule 2, Part 2, within 10 (ten) days as of the beginning of each
quarter, confirming the Pledge.


 


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4.2          Service by
Piego Raccomandato


 


The notices set forth in Clause 4.1 (Notice
of the Pledge) shall be served on all the Account Banks by Piego Raccomandato.


 


5.             USE
OF THE BANK ACCOUNT BY THE COMPANY


 


5.1          Notwithstanding the Pledge,
the Company is entitled to fully operate the Bank Account and perform all the
related transactions until an Enforcement Event has occurred.


 


5.2          Upon the occurrence of an Enforcement Event, the Security
Agent may serve on each of the
Account Banks a notice substantially in the form of the Italian version of
Schedule 3. Following service of such notice the Company may not withdraw any
amount from or make any other transaction debiting the relevant Bank Account
without the prior written consent of the Security Agent.


 


6.             ENFORCEMENT
OF THE PLEDGE


 


6.1         Without prejudice of any other provision of
this Agreement, and subject to article 11 hereof, should an Enforcement Event
have occurred, the Pledgee shall be entitled to exercise all rights and actions
provided for by law pursuant to this Agreement and, particularly, after having
requested the Pledgor to carry out the payment or the fulfilment of the Secured
Liabilities within the following 5 (five) calendar days from the receipt of
such notice and having the Pledgor not complied with such request within such
term, the Pledgee may retain from the Balance an amount sufficient to satisfy
its rights as provided for by article 2803 of the Italian Civil Code or enforce
the Pledge pursuant to article 2804 of the Italian Civil Code.


 


6.2          Notwithstanding the provisions of article
6.1, should the legislative decree 170/2004 results to be applicable, the
Pledgee shall be entitled to enforce the Pledge pursuant to article 4 of such
legislative decree.


 


6.3          The Security Agent will receive the
relevant proceeds and distribute them in accordance with the provisions of the
Intercreditor Deed.


 


7.             REPRESENTATIONS
AND WARRANTIES


 


7.1          The Company hereby represents
and warrants to the Pledgee that as of the date of execution of this Agreement
:


 


8

















 


(i)            with the exception of any
right available to the Account Bank under article 5 of the Norme Bancarie Uniformi - Norme per i Conti correnti
di corrispondenza  e servizi
conessi, the Company has and shall have full and unencumbered legal
title to the Balance, free and clear from any Encumbrance or other right of
third person other than any Permitted Encumbrance;


 


(ii)           the Company has full corporate
power and authority to pledge the Balance in favour of the Secured Creditors,
the Pledge falls within the corporate purpose of the Company and all the
authorisations necessary or advisable in connection with the Pledge have been
obtained, subject to any reservations made in the Legal Opinions;


 


(iii)          no claims or proceedings are
pending or, to the knowledge of the Company, threatened before any court or
arbitration panel, in Italy or abroad, which may materially adversely affect
the Balance;


 


(iv)          the Pledge and the provisions
contained in this Agreement are not in conflict with any other agreement or
undertaking to which the Company is a party or any provision of law, regulation
or corporate documents binding on the Company.


 


7.2          All representations and
warranties of the Pledgor of this Clause shall be deemed to be repeated by the
Pledgor on the first day of each Term, each date on which an advance is or is
to be made to the Company .


 


8.             UNDERTAKINGS
OF THE COMPANY


 


Until the release of the Pledge pursuant to
Clause 9 (Termination and release), the Company shall:


 


(a)           save for what is provided for under Clause 5 of this
Agreement, not take any action which may prejudice, directly or indirectly, the
validity, the effectiveness or the enforceability of the Pledge or the
agreements governing the Bank Account or the rights of the Secured Creditors
under or in connection with this Agreement;


 


(b)           take all actions which the Security Agent may reasonably
request which are necessary and appropriate to protect the validity, the
effectiveness and the enforceability of the Pledge or the rights of the Secured
Creditors under this Agreement, also against claims made by third parties, it
being understood that the relevant expenses shall be borne in accordance with
the Facility Agreement;


 


9

















 


(c)           promptly execute and deliver all documents and take
all actions which the Security Agent may reasonably request which are necessary
and appropriate in order to:


 


(i)            perfect the Pledge; or


 


(ii)           enable the Pledgee to exercise the rights and the
remedies to which it is entitled pursuant to this Agreement, including, without
limitation, all rights and remedies exercisable upon the occurrence of an
Enforcement Event;


 


it being understood that the relevant
expenses shall be borne in accordance with the Facility Agreement; and


 


(d)           not create or permit the creation of any Encumbrance
over the Balance other than any Permitted Encumbrance.


 


9.             TERMINATION
AND RELEASE


 


9.1          The Pledge shall terminate automatically on
or forthwith after the end of the Security Period.


 


9.2          The Secured Creditors, acting
through the Security Agent, upon request and at the cost and expense of the
Company, shall, immediately after the end of the Security Period give notice to
any of the Account Bank of the release of the Pledge.


 


9.3          Notwithstanding anything to the contrary
contained in the Finance Documents, in any case, the Security Agent shall, at
the request and cost of the Parent, release and cancel the Pledge upon
occurrence of any of the following events:


 


(a)           the Secured Liabilities being discharged in full and
none of the Secured Creditors being under any further actual or contingent
obligation to make advances or provide other financial accommodation to the
Company or any other person under any of the Finance Documents,


 


(b)           the Company ceasing to be both a Borrower and a
Guarantor subject to, and in accordance with, the Facility Agreement; and


 


(c)           in compliance with point 10.2 of Schedule 20 of the
Facility Agreement, in connection with (a) any Permitted Disposal (as defined
in the Facility Agreement) of the Balance, (b) any sale or other disposition of
the Balance otherwise permitted by the Facility Agreement or the Intercreditor
Deed, (c) any sale or other disposition of the Balance where the Security Agent
has consented to the disposal


 


10

















 


pursuant to the Facility Agreement or the
Intercreditor Deed, Take-Out Financing (as defined in the Facility Agreement)
(d) any sale or any other disposition of the Balance pursuant to a merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing
or sale and leaseback permitted by the Facility Agreement or the Intercreditor
Deed to the extent necessary to ensure such merger, consolidation,
reorganisation, winding-up, securitisation, Take-Out Financing or sale and
leaseback take place, or (e) the creation of any Encumbrance permitted by
paragraph (x) of the definition of Permitted Encumbrance in the Facility
Agreement and the Security Agent shall procure the reassignment to the Company
of the assets assigned to the Security Agent pursuant to the Facility Agreement
or the Intercreditor Deeds, provided that, to the extent that the disposal of
the Balance is a Permitted Disposal or a sale or disposition otherwise
permitted by the Facility Agreement or the Intercreditor Deed, the Balance
shall be declared to be automatically released from the Pledge, with effect
from the day of such disposal and the Security Agent shall each do all such
acts which are reasonably requested by the Parent in order to release the
Balance..


 


9.4          Notwithstanding anything to the contrary
contained in the Finance Documents, in the event the Secured Liabilities
described under paragraph (a) of the definition of Secured Liabilities are
fully discharged, the Security Agent shall as soon as possible, at the request
and cost of the Parent, release and cancel the Pledge, upon delivery to the
Security Agent by the Company of the following documents.


 


(i)            copies of the last annual accounts duly approved by
the Company, which evidence the integrity of the corporate capital and the
absence of any losses at end of the relevant financial year;


 


(ii)           certificate from the Companies Registry concerning the
Company issued from less than two weeks prior to the date on with the
conditions under this clause 9.4 are met, evidencing that the Company is not
subject to any insolvency procedure (procedura
concorsuale); and


 


(iii)          certificate issued by the Tribunal of the place in
which the Company has its registered office, evidencing that no attachment
procedure for an aggregate amount higher than Euro 1,000,000 (one million) is
pending against any of the properties of the Company;


 


unless the Security Agent
provides the Parent with documentary evidence that the Company is insolvent
within 15 (fifteen) Business Days from the Parent’s request of release. Upon
request of the Security Agent, the Company shall promptly deliver to the
Security Agent all reasonable documents concerning its financial situation and
pending litigations.


 


11

















 


10.          NOTICES


 


For the purposes of this Clause 10, the
contact details of the Company and the Secured Creditors are as follows:


 


As to the Company:


Hertz Italiana S.p.A.


Viale Leonardo da Vinci 421


00145 Rome


Attn. The Board of Directors


Tel. +39 06 542941


Fax. +39 06 5415226


 


With copy to:


Bonelli Erede Pappalardo LLP


St. Olave’s House


9a Ironmonger Lane


EC2V 8EY London


Attn. Avv. R. Sallustio


Tel +44 2077763488


 


Fax. +44 2077763468


As to the Pledgees (acting
through the Security Agent) :


BNP Paribas


3 Rue d’Antin


Attention: Violaine
Delaunay


Tel: 00 33 1 42 98 97 25


Fax: 00 33 1 42 98 69 19


 


11.          CONTINUATION
OF THE PLEDGE


 


(a)           Pursuant to article 1232 of
the Civil Code, the Parties hereby expressly agree that the Pledge shall remain
in full force and effect in the case of novazione oggettiva
of one or more Secured Liabilities.


 


(b)           Pursuant to article 1275 of
the Civil Code, the Company hereby expressly and irrevocably consents to the
continuation of the Pledge in the event of novazione soggettiva
of one or more Secured Liabilities.


 


(c)           The Parties expressly agree
and acknowledge that, for the purposes of the Pledge, any transfer, in whole or
in part, of the Facility Agreement (including without limitation any transfer
by way of English law novation and any transfer carried out by a Transfer
Certificate), and any assignment, in whole or in part, of one or more Secured
Claims, including without limitation any assignment carried out under clause 36
(Assignments and transfers) of the


 


12

















 


Facility
Agreement, are and shall be considered as being, respectively, cases of “cessione del contratto” and “cessione del
credito”, and therefore they shall never entail a “novazione oggettiva” of, or have an “effetto
novativo” on, the Secured Liabilities or the Pledge.


 


(d)           Without prejudice to the
provisions of paragraphs (a), (b) and (c) above, in any case of:


 


(i)            “novazione
oggettiva” of one or more Secured Liabilities;


 


(ii)           “novazione
soggettiva” of one or more Secured Liabilities;


 


(iii)          transfer, in whole or in part,
of the Facility Agreement, including without limitation any transfer by way of
English law novation and any transfer carried out by means of a Transfer
Certificate;


 


(iv)          any assignment, in whole or in
part, of one or more Secured Claims, including without limitation any assignment
carried out under clause 33 (Assignments and transfers) of the Facility
Agreement; or


 


(v)           one or more changes, of
whatever nature and for whatever reason, in one or more terms of any of the
Facility Agreement or in one or more terms of any of the Secured Liabilities,


 


at the reasonable request of the Security
Agent and in the manner and at the time specified by the latter, the Company,
at its own expenses, shall execute any deed, agreement, document, act or
certificate and take all the steps which are necessary or appropriate, at the
Security Agent’s discretion, to maintain the Pledge; it being understood that
should the request of the Security Agent arise from circumstances not
attributable to the Company no expenses shall be borne by the Company or by the
Parent.


 


(e)           To the extent explicitly
permitted by the Facility Agreement and pursuant to article 1407, first
paragraph, of the Civil Code, each of the Parties hereby provides its explicit
and irrevocable consent to the transfer (cessione), in
whole or in part, by any Secured Creditor, as the case may be, of its
contractual position as a secured creditor (creditore garantito)
under this Agreement in favour of any person executing a Transfer Certificate
with any other Secured Creditor, as the case may be.


 


12.          MISCELLANEOUS
PROVISIONS


 


12.1        Waivers


 


(a)           The rights of the Pledgee
under this Agreement may be:


 


(i)            exercised as often as
necessary; and


 


13

















 


(ii)           waived only in writing and
specifically.


 


(b)           Delay in exercising or
non-exercise of any of the rights of the Pledgee under this Agreement is not a
waiver of that right.


 


12.2        Remedies cumulative


 


All rights, actions and remedies of the
Pledgee under this Agreement are in addition to and do not exclude any other
right, action or remedy to which the Secured Creditors are entitled as a matter
of contract (including, without limitation, under the Facility Agreement or any
other Finance Document) or of law.


 


12.3        Additional Security


 


The security constituted by this Agreement
is in addition to and is not prejudiced by any other security now or
subsequently held by the Secured Creditors for any Secured Liabilities.


 


12.4        Amendments


 


No amendment to the provisions of this
Agreement shall be effective unless made by the Company and the Pledgee in
writing.


 


12.5        Liability of the Pledgee


 


The Pledgee shall not be liable, except for
gross negligence or wilful misconduct, for damages caused to the Company when
exercising or failing to exercise the rights, actions or remedies to which it
is entitled under this Agreement.


 


12.6        Taxes and expenses


 


Taxes, expenses and costs relating to this
Agreement shall be borne by the Parent according to the relevant provisions of
the Facility Agreement.


 


12.7        Successors
and assignees


 


The Pledgee shall not be liable towards the
Company or its successors or assignees for any delay or failure in exercising
its rights under this Agreement.


 


13.          GOVERNING
LAW AND JURISDICTION


 


13.1        Governing law


 


This Agreement and any document to be issued
pursuant to this Agreement is governed by Italian law.


 


14

















 


13.2        Jurisdiction


 


(a)           The courts of Milan have
exclusive jurisdiction to settle any dispute in connection with this Agreement.


 


(b)           This Clause is for the benefit
of the Secured Creditors. To the extent allowed by law the Secured Creditors
may take proceedings against the Company in any other competent Italian court.


 


 


	
  The Company 

  	
  The Pledgee 

  
	
  Hertz Italiana S.p.A. 

  	
  BNP Paribas 

  
	
  in its
  capacity as Assignor 

  	
  in its
  capacity as Pledgee and Security Agent 

  
	
  Represented
  by 

  	
  Represented
  by 

  
	
  Riccardo
  Sallustio

  	
   

  	
  Cyrille
  Javaux 

  	
   

  
	
  in his
  capacity as attorney in fact 

  	
   

  
	
   

  	
   

  
	
  /s/ Riccardo
  Sallustio

  	
   

  	
  /s/ Cyrille
  Javaux

  	
   

  



 


15