Exhibit 4.5.11


 


 




 





 


RECEIVABLES AND BANK
ACCOUNT PLEDGE AGREEMENT


 




 





 


 


by and between


 


 


HERTZ BELGIUM NV


 


as Pledgor


 


 


and


 


 


BNP PARIBAS S.A.


 


as Pledgee


 


 


Dated 21 December 2005


 


 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  2

  
	
   

  	
   

  
	
   

  	
  1.1 DEFINITIONS

  	
  2

  
	
   

  	
  1.2
  INTERPRETATION AND CONSTRUCTION

  	
  4

  
	
   

  
	
  2.

  	
  PLEDGE 

  	
  5

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  PLEDGE

  	
  5

  
	
   

  	
  2.2

  	
  PRESERVATION
  OF PLEDGE

  	
  5

  
	
   

  	
   

  
	
  3.

  	
  SCOPE
  OF THE PLEDGE

  	
  6

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  CONTINUING
  SECURITY

  	
  6

  
	
   

  	
  3.2

  	
  ADDITIONAL
  SECURITY

  	
  6

  
	
   

  	
  3.3

  	
  DEFERRAL OF
  PLEDGOR’S RIGHTS

  	
  6

  
	
   

  	
   

  
	
  4.

  	
  NOTIFICATION

  	
  6

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  THIRD PARTY
  NOTICE

  	
  6

  
	
   

  	
  4.2

  	
  BANK NOTICE

  	
  7

  
	
   

  	
   

  
	
  5.

  	
  USE OF
  PLEDGED ASSETS

  	
  7

  
	
   

  	
   

  
	
   

  	
  5.1

  	
  OPERATION OF
  THE RECEIVABLES

  	
  7

  
	
   

  	
  5.2

  	
  OPERATION OF
  THE BANK ACCOUNT

  	
  7

  
	
   

  	
  5.3

  	
  COLLECTION
  MANDATE

  	
  8

  
	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  8

  
	
   

  	
   

  
	
   

  	
  6.1

  	
  OWNERSHIP

  	
  8

  
	
   

  	
  6.2

  	
  VALID AND
  BINDING OBLIGATIONS

  	
  8

  
	
   

  	
  6.3

  	
  NO BREACH

  	
  9

  
	
   

  	
   

  
	
  7.

  	
  RESTRICTIONS
  AND UNDERTAKINGS

  	
  9

  
	
   

  	
   

  
	
   

  	
  7.1

  	
  SECURITY

  	
  9

  
	
   

  	
  7.2

  	
  DISPOSAL

  	
  9

  
	
   

  	
  7.3

  	
  INFORMATION

  	
  9

  
	
   

  	
  7.4

  	
  EXERCISE OF
  RIGHTS

  	
  10

  
	
   

  	
  7.5

  	
  ATTACHMENTS

  	
  10

  
	
   

  	
  7.6

  	
  GENERAL
  UNDERTAKING

  	
  10

  
	
   

  	
  7.7

  	
  UNDERTAKING
  REGARDING INSURANCE POLICY RECEIVABLES

  	
  10

  
	
   

  	
   

  
	
  8.

  	
  ENFORCEMENT

  	
  10

  
	
   

  	
   

  	
   

  
	
  9.

  	
  APPLICATION
  OF PROCEEDS

  	
  11

  
	
   

  	
   

  	
   

  
	
  10.

  	
  DISCLAIMER
  OF LIABILITY

  	
  11

  
	
   

  	
   

  	
   

  
	
  11.

  	
  DISCHARGE

  	
  11

  
	
   

  	
   

  
	
   

  	
  11.1

  	
  RELEASE

  	
  11

  
						



 


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  11.2

  	
  RETENTION OF
  SECURITY

  	
  12

  
	
   

  	
   

  
	
  12.

  	
  POWER
  OF ATTORNEY

  	
  12

  
	
   

  	
   

  
	
   

  	
  12.1

  	
  APPOINTMENT

  	
  12

  
	
   

  	
  12.2

  	
  RATIFICATION

  	
  13

  
	
   

  	
   

  
	
  13.

  	
  EVIDENCE
  OF DEBT

  	
  13

  
	
   

  	
   

  	
   

  
	
  14.

  	
  MISCELLANEOUS

  	
  13

  
	
   

  	
   

  
	
   

  	
  14.1

  	
  NOTICES

  	
  13

  
	
   

  	
  14.2

  	
  DELEGATION
  OF POWERS

  	
  13

  
	
   

  	
  14.3

  	
  NO IMPLIED
  WAIVER

  	
  13

  
	
   

  	
  14.4

  	
  AMENDMENTS

  	
  14

  
	
   

  	
  14.5

  	
  SEVERABILITY

  	
  14

  
	
   

  	
  14.6

  	
  ENTIRE
  AGREEMENT

  	
  14

  
	
   

  	
  14.7

  	
  BENEFIT OF
  THIS AGREEMENT

  	
  14

  
	
   

  	
  14.8

  	
  ASSIGNMENT

  	
  14

  
	
   

  	
  14.9

  	
  FURTHER
  ASSURANCES

  	
  14

  
	
   

  	
  14.10

  	
  GOVERNING
  LAW

  	
  15

  
	
   

  	
  14.11

  	
  JURISDICTION

  	
  15

  
					



 


	
  SCHEDULES
  TO THIS AGREEMENT:

  
	
   

  	
   

  
	
  SCHEDULE
  A:

  	
  Third Party
  Notice

  	
   

  
	
  SCHEDULE
  B:

  	
  Initial Bank
  Notice

  	
   

  
	
  SCHEDULE
  C:

  	
  Form of
  Consent from the Bank

  	
   

  
	
  SCHEDULE
  D:

  	
  Later Bank
  Notice

  	
   

  
	
  SCHEDULE
  E:

  	
  Bank
  Accounts and Banks

  	
   

  
	
  SCHEDULE
  F:

  	
  Receivables

  	
   

  



 


2

















 


RECEIVABLES AND BANK
ACCOUNT PLEDGE AGREEMENT


 


THIS RECEIVABLES AND BANK ACCOUNT PLEDGE AGREEMENT is dated 20 December 2005 and
made by and between:


 


(1)                     HERTZ belgium
NV, a naamloze
vennootschap/société anonyme organised under the laws of Belgium,
having its registered office at Excelsiorlaan 20, 1930 Zaventem, and recorded with the register of legal entities (Brussels)
under company number 0401.678.879,


 


represented for the purposes of this
Agreement by Aad Monster in his/her capacity as General Manager,


 


hereinafter referred to as the “Pledgor”,


 


and :


 


(2)                     BNP PARIBAS S.A., a société anonyme
organised under the laws of France and authorised as a credit institution,,
having its registered office at 24, boulevard des Italiens, 75009 Paris,
France, and registered with the Registre du Commerce et
des Sociétés de Paris under the number 662 042 449,


 


acting in its own name for and on behalf of
the Beneficiaries as Security Agent;


 


hereinafter referred to as the “Pledgee”
or the “Security Agent”,


 


WHEREAS 


 


(A)       The Pledgor, among others, has
been granted facilities in accordance with the Senior Bridge Facilities Agreement (as
defined below).


 


(B)       Pursuant to Clause 3.1 of the
Senior Bridge Facilities Agreement and Clause 12 of Part 1 of Schedule 4
attached thereto, it is a condition to the Banks making and continuing to make
facilities available under the Senior Bridge Facilities Agreement that the
Pledgor enters into this Pledge Agreement in order to secure payment of the
Secured Liabilities.


 


(C)       The
Pledgor has agreed to enter into this Agreement in favour of the Pledgee in respect
of (i) any receivables under the relevant Dealer and Buy-Back Agreements (as
defined below), (ii) the benefit of Bank Guarantees (of buy-back obligations),
(iii) any insurance policies, (iv) the credit balance of


 


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its bank accounts and (v) its VAT credit, as
security for the Pledgor’s obligations towards the Beneficiaries in connection
with the Finance Documents.


 


(D)       Pursuant
to Clause 34 of the Senior Bridge Facilities Agreement, it has been agreed that
the benefit of this Pledge shall be held by the Pledgee on behalf of itself and
the Beneficiaries and its and their respective successors, assignees and
transferees.


 


NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS
: 


 


1.         DEFINITIONS AND INTERPRETATION


 


1.1   Definitions


 


a)         Capitalised terms used in this Agreement, including the introductory
paragraph and the preliminary statements hereto, shall carry the meanings
specified in the Senior Bridge Facilities Agreement, except where the context
indicates otherwise or when defined herein.


 


b)         The following terms shall have the following meaning:


 


	
  Agreement

  	
   

  	
  means the present receivables and bank account
  pledge agreement.

  
	
   

  	
   

  	
   

  
	
  Bank Account

  	
   

  	
  means the bank accounts listed in Schedule E
  opened with the Banks.

  
	
   

  	
   

  	
   

  
	
  Bank

  	
   

  	
  means any of the banks, listed in Schedule E.

  
	
   

  	
   

  	
   

  
	
  Bank Guarantees

  	
   

  	
  means the bank guarantee dated 25 November 2005 by
  and between Dexia Bank NV as Guarantor and Visibuzz SPRL as Benenficiary for
  an amount of EUR 65,000 in favour of the Pledgor.

  
	
   

  	
   

  	
   

  
	
  Beneficiaries

  	
   

  	
  means the Finance Parties represented by the
  Security Agent.

  
	
   

  	
   

  	
   

  
	
  Dealer and Buy-Back Agreements

  	
   

  	
  means the dealer and buy-back agreements as listed
  in Schedule F hereto, as may be completed and amended from time to
  time it being understood that Schedule F is attached for convenience
  purposes and does not affect the number of debtors of Receivables.

  
	
   

  	
   

  	
   

  
	
  Enforcement Event

  	
   

  	
  means
  an Event of Default, as defined in the Senior Bridge Facilities Agreement,
  which is continuing and has not been waived under the Senior Bridge
  Facilities Agreement and which has resulted in the Facility Agent serving a
  notice under Clause 23.16 (a) of the Senior Bridge Facilities Agreement.

  



 


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  Initial Bank Notice

  	
   

  	
  means the notice referred to in Clause 4.2 a),
  substantially in the form of Schedule B.

  
	
   

  	
   

  	
   

  
	
  Later Bank Notice

  	
   

  	
  means the notice referred to in Clause 4.2 c),
  substantially in the form of Schedule D.

  
	
   

  	
   

  	
   

  
	
  Lien

  	
   

  	
  means, with respect to any asset, any mortgage,
  charge, encumbrance, pledge, lien (including “privilège / voorrecht”), security interest, attachment or similar restriction of
  any kind in respect of the Pledged Assets.

  
	
   

  	
   

  	
   

  
	
  Party/Parties

  	
   

  	
  means any party/parties to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Pledge

  	
   

  	
  means the first priority pledge (“gage de premier rang / pand in eerste rang”) created by or
  pursuant to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Pledged Assets

  	
   

  	
  means the Receivables and the credit balance
  (including principal and interest) from time to time outstanding on the Bank
  Account.

  
	
   

  	
   

  	
   

  
	
  Receivables

  	
   

  	
  means any and all present and future, actual or
  contingent, receivables (“schuldvorderingen /
  créances”) owing to the Pledgor for any reason whatsoever,
  including without limitation (i) all receivables owing to the Pledgor under
  the relevant Dealer and Buy-Back Agreement by its trade debtors in respect of
  goods and services supplied or to be supplied (“Dealer and
  Buy-Back Agreements Receivables”), (ii) all receivables owing to
  the Pledgor by other group companies of any kind and nature whatsoever (“Intragroup Receivables”), (iii) all receivables owing to
  the Pledgor by any insurance company resulting from any insurance policy,
  whether as insurance indemnities, refunds or premium or otherwise (“Insurance Policy Receivables”), (iv) the benefit owing to
  the Pledgor under the Bank Guarantees (“Bank Guarantees
  Receivables”), and (v) its VAT Credit (“VAT Credit
  Receivables”).

  
	
   

  	
   

  	
   

  
	
  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 Pledgor to the Finance Parties and the Security Agent (including the
  Hedging Banks) (or any of them) under the Finance Documents (or any of them).

  
	
   

  	
   

  	
   

  
	
  Senior Bridge Facilities Agreement

  	
   

  	
  means
  a senior bridge facilities agreement dated 21 December 2005 entered into
  between Hertz International, Ltd, as Parent, Hertz Europe Limited, as
  Coordinator, BNP Paribas S.A. and The Royal Bank of Scotland plc, as
  Mandated Lead Arrangers, Calyon S.A., as Co-

  



 


3

















 


	
   

  	
   

  	
  Arranger, BNP
  Paribas S.A., The Royal Bank of Scotland plc and Calyon S.A., as Joint
  Bookrunners, the financial institutions named therein, as Banks, BNP Paribas
  S.A., as Global Coordinator, BNP Paribas S.A. as the Security Agent and the
  Facility Agent, the Original Borrowers and the Original Guarantors named
  therein.

  
	
   

  	
   

  	
   

  
	
  Third Party Notice

  	
   

  	
  means the notice referred to in Clause 4.1,
  substantially in the form of Schedule A.

  
	
   

  	
   

  	
   

  
	
  Third Party

  	
   

  	
  means any debtor, customer, client, group company,
  insurance company and/or other person owing a Receivable to the Pledgor,
  other than the Bank and as listed in Schedule F, as may be completed
  and amended from time to time it being understood that Schedule F is
  attached for convenience purposes and does not affect the number of debtors
  of Receivables.

  
	
   

  	
   

  	
   

  
	
  VAT Credit

  	
   

  	
  means any credit that the Pledgor might have
  against the relevant VAT authorities

  



 


1.2   Interpretation
and construction


 


a)         In this Agreement, unless the contrary intention appears, a reference
to


(i)         a provision of law is a reference to that provision as amended or
re-enacted;


(ii)        a person includes its successors, transferees and assigns;


(iii)       any
document, agreement or other instrument is a reference to that document,
agreement or other instrument as from time to time amended, modified, restated,
novated, varied or supplemented;


(iv)       a
Clause or a Schedule is a reference to a clause or a schedule of this
Agreement; and


(v)        words denoting the plural shall include the singular and vice versa and
words denoting one gender shall include another gender.


 


b)         No provision of this Agreement shall be interpreted adversely against a
Party solely because that Party was responsible for drafting that particular
provision or because that Party is relying on that particular provision.


 


c)         English language words used in this Agreement intend to describe
Belgian legal concepts only and the consequences of the use of those words in
English law or any other foreign law shall be disregarded.


 


d)         This Agreement has been drawn up in English. In the event of any
discrepancy between the English text of this Agreement or any agreement
resulting therefrom or relating thereto and any translation thereof, the
English language version shall prevail.


 


4

















 


e)         Any Belgian legal concept referred to in this Agreement shall, in
respect of any jurisdiction other than Belgium, be deemed to include such
concepts as in that jurisdiction most closely approximate the Belgian legal
concept.


 


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


 


g)         Any Schedule and Annex referred to in this Agreement forms an integral
part of this Agreement and any reference to this Agreement shall include a
reference to the Schedules and Annexes. In the event of any inconsistency or
contradiction between the body of this Agreement and any of the Schedules or
Annexes, the provisions of the former shall take preference.


 


h)         The titles and headings in this Agreement or any agreement resulting
therefrom or relating thereto are inserted for convenience and reference only
and shall in no way affect the meaning, construction or interpretation of any
provision thereof.


 


2.         PLEDGE


 


2.1       Pledge


 


a)         The Pledgor hereby grants to the Pledgee on behalf of the
Beneficiaries, which accepts, a first priority pledge (“gage de
premier rang / pand in eerste rang”) over the Pledged Assets in
order to secure the prompt and complete payment of all Secured Liabilities.


 


b)         Unless otherwise provided in this Agreement, the Pledge shall be
governed by the Belgian Act of 5 May 1872 on commercial pledges and, in
relation to the Bank Accounts, the Belgian Act of 15 December 2004 on financial
collateral.


 


2.2       Preservation of Pledge


 


If and to the extent that at any time, and from time to time, in the
reasonable opinion of the Pledgee, it shall be necessary or appropriate that
further instruments be executed or further action be taken in order to create,
preserve or perfect a valid first priority right of pledge on any Pledged
Assets or to enable the Pledgee to exercise and enforce its rights with respect
to any Pledged Assets, the Pledgor shall as soon as possible execute such
further instruments or take such further action, at its expenses and in such
manner and form as the Pledgee may require.


 


5

















 


3.         SCOPE OF THE PLEDGE


 


3.1       Continuing Security


 


The Pledge shall constitute continuing security in accordance with
Article 24.3 of the Senior Bridge Facilities Agreement.


 


3.2       Additional security


 


a)         All rights of the Pledgee hereunder shall be in addition to, and
without prejudice of, any other right vested in the Pledgee and the Pledge is
in addition to and shall not prejudice or affect, and may be enforced by the
Pledgee without prior recourse to, any other security interest or remedy.


 


b)         The Pledgor waives the right it may have, if any, of first requiring
the Pledgee to proceed against, or enforce any other Lien from, any person
before enforcing the Pledge under this Agreement.


 


3.3       Deferral of Pledgor’s rights


 


Until all the Secured Liabilities have been unconditionally and
irrevocably paid in full and all facilities which might give rise to Secured
Liabilities have been terminated and unless the Pledgee otherwise directs, the
Pledgor shall not exercise any rights which it may have by reason of
performance by it of its obligations under this Agreement or the Senior Bridge
Facilities Agreement:


 


a)         to be subrogated to any rights, security or moneys held, received or
receivable by the Pledgee or be entitled to any right of contribution or
indemnity; and/or


 


b)         to claim, rank prove or vote as a creditor of any party or its estate
in competition with the Pledgee; and/or


 


c)         to receive, claim or have the benefit (in whole or in part and whether
by way of subrogation or otherwise) of any rights of the Pledgee of any
guarantee or other security taken pursuant to, or in connection with, the
Senior Bridge Facilities Agreement by the Pledgee.


 


4.         NOTIFICATION


 


4.1       Third
Party Notice


 


Upon an Enforcement Event, the Pledgee will be entitled to notify any
Third Party, by registered mail, with a copy to the Pledgor, in the form
attached as Schedule A, that any moneys or proceeds due under the
Receivables may only be discharged by payment to the Pledgee.


 


6

















 


4.2       Bank
Notice


 


a)         Initial Bank Notice. Upon execution of this Agreement, the Pledgor shall notify the Bank,
by registered mail, with a copy to the Pledgee, in the form of Schedule B,
that the balance from time to time, and as the case may be, the final closing
balance, of the Bank Account is pledged to the Pledgee pursuant to this
Agreement. The
Pledgor hereby irrevocably grants all necessary powers to the Pledgee to effect
such notification, if the Pledgor fails to do so.


 


b)         Consent from the Bank. The Pledgor shall promptly use its best efforts to obtain from the
Bank and deliver to the Pledgee, within fifteen (15) Business Days from the
date of this Agreement, an executed consent form as set out in Schedule C,
waiving inter alia any right of set-off and the
benefit of “unicity of account” or similar provision in respect of the Bank
Account for the benefit of the Plegee.


 


c)         Later Bank Notice. The Pledgee shall be entitled, upon the occurrence of an Enforcement
Event, to notify the Bank (even in the absence of an Initial Bank Notice), by
registered mail, with a copy to the Pledgor, that the credit balance of the
Bank Account may only be discharged by payment to the Pledgee, and no amount
may be received, withdrawn or transferred from the Bank Account by or to any
other person without the Pledgee’s written consent, in the form attached as Schedule
D.


 


5.         USE OF PLEDGED ASSETS


 


5.1       Operation
of the Receivables


 


a)         The Pledgor shall be entitled, as
a temporary exception to Article 3 of the Belgian Act of 5 May 1872 on
commercial pledges, to collect and use all monies or proceeds in principal and
interest which are due in respect of the Receivables, subject only to the
restrictions expressly set out in this Agreement or the Senior Bridge
Facilities Agreement, until a Third Party Notice has been delivered in respect
of such Receivables.


 


b)         The Pledgor undertakes to deposit all moneys and proceeds collected in
accordance with paragraph a) of this Clause 5.1 hereof on the Bank Account.


 


c)         Immediately upon the delivery of the Third Party Notice to any of the
Third Parties, the Pledgee shall collect all moneys and proceeds which are paid
in respect of the Receivables concerned.


 


5.2       Operation of the Bank Account


 


a)         The Pledgor shall be entitled, as a temporary exception to Article 3 of
the Belgian Act of 5 May 1872 on commercial pledges, to operate the Bank
Account in the ordinary course of trade, and in


 


7

















 


particular to receive, withdraw or transfer
any funds from such Bank Account, until a Later Bank Notice has been delivered.


 


b)         As soon as a Later Bank Notice has been delivered by the Pledgee, the
credit balance of the Bank Account may only be discharged by payment to the
Pledgee, in accordance with Article 3 of the Belgian Act of 5 May 1872 on
commercial pledges, and no amount may be received, withdrawn or transferred
from the Bank Account by or to any other person without the Pledgee’s written
consent.


 


5.3       Collection mandate


 


As soon as a Third Party Notice and/or a Later Bank Notice has/have
been delivered, any principal amount, interest or other moneys or property
hereby pledged which may be received by the Pledgor shall be held in the name
and for the account of the Pledgee and paid or delivered to the Pledgee for
application against the Secured Liabilities.


 


In the absence of any Secured Liabilities then due and payable, the
Pledgee may, at
its sole
discretion,
either refund the amount of such paid Receivables to the Pledgor, or hold such
amount as collateral for the Secured Liabilities, provided in the latter
case that interest will accrue in favour of the Pledgor.


 


6.         REPRESENTATIONS
AND WARRANTIES


 


The Pledgor makes the representations and warranties set out in this
Clause 6 to the Pledgee.


 


The Pledgor undertakes to the Pledgee that these representations and warranties
shall at all times remain true and correct until full discharge of the Pledge
in accordance with Clause 11.


 


6.1       Ownership


 


The Pledgor has full right and title to the Pledged Assets. Except as
permitted in the Finance Documents, there is no Lien on any Pledged Asset other
than the Pledge, nor any authority granted or undertaking to create the same.
There is no floating charge (“pand op handelszaak / gage
sur fonds de commerce”) or other
similar foreign law general Lien on assets of the Pledgor nor any authority
granted or undertaking to create the same with the exception of the floating
charge in favour of the Pledgee. The Pledged Assets are freely transferable and
pledgeable.


 


6.2       Valid and binding obligations


 


This Agreement creates a valid and enforceable first priority right of
pledge over the Pledged Assets and constitutes legal, valid and binding
obligations of the Pledgor, enforceable in accordance with its terms.


 


8

















 


6.3       No breach


 


The execution and performance of this Agreement does not constitute a
breach of any contractual or other obligation of the Pledgor.


 


7.         RESTRICTIONS AND UNDERTAKINGS


 


7.1       Security


 


The Pledgor shall not, without the prior written consent of the
Pledgee, create or permit to subsist any Lien over any of the Pledged Assets or
any part thereof (irrespective of whether ranking before or behind the Pledge),
other than this Pledge, unless otherwise permitted under the Finance Documents.


 


7.2       Disposal


 


Unless otherwise permitted under the Finance Documents, the Pledgor
shall not (nor shall the Pledgor agree to), without the prior written consent
of the Pledgee, sell, lease, transfer or otherwise dispose of any of the
Pledged Assets or permit any modification of the terms governing the Receivables which
could have an adverse impact on the interests of the Pledgee created under this
Agreement.
Notwithstanding the foregoing, the Pledgor will remain entitled to negotiate
any terms or settle any disputes with its manufacturers and dealers as it seems
reasonable, provided that such negotiation or settlement does not result in a
Material Adverse Effect.


 


7.3       Information


 


a)         The Pledgor shall send to the Pledgee, at the Pledgee’s first written
request, a print out in a computer readable format with the names of the Third
Parties, the outstanding amounts of the Receivables and the legal basis for the
Receivables.


 


b)         The Pledgor shall send to the Pledgee, at the Pledgee’s first written
request, a copy of the extracts of, and any documents issued by the Bank in
connection with, the Bank Account.


 


c)         The Pledgor shall, at the Pledgee’s first written request, provide the
Pledgee with all material information and supporting documentation relating to
the Receivables and the Bank Account and allow the Pledgee to inspect the
Pledgor’s administrative records, all of the foregoing to the extent required
by the Pledgee in its reasonable discretion for the purpose of this Agreement.


 


d)         The Pledgor shall send to the Pledgee a complete and updated list of
Receivables (a) in respect of the VAT Credit, Bank Guarantee(s), Dealer and
Buy-Back Agreements, Insurance Policy Receivables and Intragroup Receivables at
least once per semester and for the first time on the date


 


9

















 


hereof, and (b) in respect of all
Receivables, upon the Pledgee’s request, within 2 Business Days after the
occurrence of a Enforcement Event.


 


7.4       Exercise of rights


 


The Pledgor shall remain liable to observe and perform its obligations
and rights in respect of the Receivables and the Bank Account.


 


7.5       Attachments


 


The Pledgor shall procure that no executory attachment (“saisie exécutoire / uitvoerend beslag”) is made on any of
the Pledged Assets and that any conservatory attachment (“saisie
conservatoire / bewarend beslag”) on any of the Pledged Assets is
lifted within 60 days of its first being made.


 


7.6       General undertaking


 


The Pledgor shall not do, or permit to be done, anything which could
prejudice the enforceability of the Pledge.


 


7.7       Undertaking
regarding Insurance Policy Receivables


 


The Pledgor shall use its reasonable efforts to procure that the
Pledgee is named as an additional insured and loss payee with respect to each
material insurance maintained by it.


 


8.         ENFORCEMENT


 


Without prejudice to any other right or remedy available to the
Pledgee, at any time after an Enforcement Event has occurred:


 


a)         the Pledgee may enforce the Pledge; and


 


b)         the Pledgee may exercise all rights and remedies it possesses, and may
act generally, to the extent permitted by applicable law, in relation to the
Pledged Assets in such manner as it shall reasonably determine.


 


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9.         APPLICATION OF PROCEEDS


 


All moneys received by the Pledgee under or pursuant
to this Agreement shall be applied in accordance with the Intercreditor Deed.


 


10.       DISCLAIMER OF Liability


 


The Pledgee shall not be liable to the Pledgor for any costs, losses,
liabilities or expenses relating to the enforcement of the Pledge or from any
act, default, omission or misconduct of the Pledgee, or its officers, employees
or agents in relation to the Pledged Assets or in connection with this
Agreement and/or the Senior Bridge Facilities Agreement except to the extent
caused by the Pledgee’s own gross negligence (“faute grave /
grove fout”) or wilful misconduct (“dol / bedrog”).


 


11.       DISCHARGE


 


11.1    Release


 


The Security
Agent shall release the Pledge if any of the following events occur :


 


a)                            Upon (a)
the Secured Liabilities being discharged in full and none of the Beneficiaries
being under any further actual or contingent obligations to make advances or
provide other financial accommodations to the Pledgor or any other person under
any of the Finance Documents, or (b) the Pledgor ceasing to be both a Borrower
and a Guarantor subject to, and in accordance with, the Senior Bridge
Facilities Agreement, the Security Agent shall, at the request and cost of the
Parent, release and cancel the Pledge and procure the reassignment to the
Pledgor of the Pledged Assets.


 


b)                            In connection with
(a) any Permitted Disposal of any property that is subject to the Pledge, (b)
any sale or other disposition of any Pledged Assets otherwise permitted by the
Finance Documents that is subject to the Pledge, (c) any sale or other
disposition of any Pledged Asset where the Facility Agent or the Security Agent
has consented to the disposal pursuant to the Finance Documents, Take-Out
Financing, (d) 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 Finance Documents 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 Encumbrances, the Security Agent shall, at the request
and cost of the Parent, release and cancel the Pledge and procure the reassignment
to the Pledgor of the Pledged Assets pursuant to this Agreement, provided that,
to the extent that the disposal of the Pledged Assets is a Permitted Disposal
or a sale or disposition otherwise permitted by the Senior Bridge Facilities
Agreement, the Pledged Assets shall be declared to be automatically released
from the Pledge with effect from the day of such disposal and the Security
Agent


 


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and the Facility Agent shall each do all
such acts which are reasonably requested by the Parent in order to release the
Pledged Assets.


 


11.2    Retention of
security


 


a)         Any release of this Pledge shall be null and void and without effect if
any payment received by the Pledgee and applied towards satisfaction of all or
part of the Secured Liabilities (i) is avoided or declared invalid against the
creditors of the maker of such payment, or (ii) becomes repayable by the
Pledgee, or (iii) proves not to have been effectively received by the Pledgee.


 


b)         If any payment by the Pledgor or any discharge given by the Pledgee
(whether in respect of any of the Secured Liabilities or any security for the
Secured Liabilities or otherwise) is avoided or reduced for whatever reason:


 


(i)         the liability of the Pledgor shall continue as if the payment,
discharge, avoidance or reduction had not occurred; and


 


(ii)        the Pledgee shall, to the extent permitted by applicable law, be
entitled to recover the value or amount of that security or payment from the
Pledgor, as if the payment, discharge, avoidance or reduction had not occurred,


 


being understood that the Pledgor shall
promptly do whatever the Pledgee requires for such purpose, without prejudice
to the Pledgor’s other obligations under this Agreement.


 


12.       POWER OF ATTORNEY


 


12.1    Appointment


 


The Pledgor hereby irrevocably appoints the Pledgee its attorney (with
full power of substitution) for the purposes of, on its behalf and in its name
or otherwise, at such time and in such manner as the attorney thinks fit upon
the occurrence of an Enforcement Event :


 


a)         doing anything which the Pledgor is obliged to do (but has not done)
under this Agreement and/or the Senior Bridge Facilities Agreement; and


 


b)         exercising any of the rights conferred on the Pledgor in relation to
the Pledged Assets, under this Agreement, the Senior Bridge Facilities
Agreement and/or the Bank Guarantees or any applicable law, provided that such
exercising does not violate the corporate interest of the Pledgor.


 


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12.2    Ratification


 


The Pledgor agrees to ratify and confirm whatever any such attorney
shall do in the exercise or purported exercise of the power of attorney granted
by it in Clause 0, provided that such action by the Pledgee does not violate
the corporate interest of the Pledgor.


 


13.       EVIDENCE OF DEBT


 


A certificate signed by the Pledgee setting forth any amount due by the
Pledgor in respect of the Secured Liabilities shall, in the absence of manifest
error and until evidence of the contrary, be prima facie evidence of the
existence and amount of the Secured Liabilities.


 


14.       MISCELLANEOUS


 


14.1    Notices


 


All notices or other communications under or in connection with this
Agreement shall be given in accordance with the provisions of Clause 42 of the
Senior Bridge Facilities Agreement.


 


14.2    Costs and
expenses


 


All costs and
expenses shall be allocated in accordance with Clause 27.2 of the Senior Bridge
Facilities Agreement.


 


14.3    Delegation of powers


 


The Pledgee shall be entitled, at any time and as often as may be
expedient, to delegate all or any of the powers and discretion vested in it by
this Agreement in such manner, upon such terms and to such person as the
Pledgee in its absolute discretion may think fit.


 


14.4    No implied waiver


 


a)         Nothing shall be construed as a waiver under this Agreement unless a
document to that effect has been signed by the Parties or notice to that effect
has been given.


 


b)         No failure or delay by the Pledgee to exercise any right, power or
remedy under this Agreement shall operate as a waiver thereof.


 


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14.5    Amendments


 


Except as otherwise provided in this Agreement, no amendment to this
Agreement shall have any force or effect unless it is in writing and signed by
or on behalf of all Parties having obtained the requisite approval, if any, in
accordance with the provisions of the Senior Bridge Facilities Agreement.


 


14.6    Severability


 


a)         Each of the provisions of this Agreement is several and distinct from
the others and if at any time one or more of such provisions is or becomes
invalid, illegal or unenforceable the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.


 


b)         In case of any such illegality, invalidity or unenforceability, the
Parties shall negotiate in good faith with a view to agree on the replacement
of such provision by a provision which is legal, valid and enforceable and
which is to the extent practicable in accordance with the intents and purposes
of this Agreement and which in its economic effect comes as close as
practicable to the provision being replaced.


 


14.7    Entire agreement


 


This Agreement contains the entire agreement between the Parties hereto
relating to the matters provided herein and supersedes all prior agreements and
understandings between the Parties other than the Senior Bridge Facilities
Agreement, whether oral or written, regarding the subject matter hereof.


 


14.8    Benefit of this Agreement


 


This Agreement shall be binding on, and inure for the benefit of, the
Parties and their respective successors.


 


14.9    Assignment


 


The Pledgor may not assign or transfer, in full or part, this Agreement
or any of its rights, interests or obligations hereunder without the prior
consent in writing of the Pledgee.


 


14.10  Further
assurances


 


In connection with this Agreement and all transactions contemplated
hereby, each Party hereto shall execute and deliver all such additional
documents and instruments, and perform such additional acts, as


 


14

















 


any other Party hereto may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby. All approvals and consents of any Party
hereunder shall be in writing.


 


14.11  Governing
law


 


This Agreement shall be governed by and construed in accordance with
the laws of Belgium.


 


14.12  Jurisdiction


 


a)         Any dispute arsing out of or in
connection with this Agreement, that the Parties are unable to settle amicably,
shall be submitted to the exclusive jurisdiction of the competent court in
Brussels (Belgium).


 


b)         The submission to the jurisdiction of the Brussels courts referred to
in paragraph a) above shall not limit the right of the Pledgee to initiate
proceedings in any other court which may otherwise have jurisdiction.


 


 


(signature
page follows)


 


15

















 


Executed in                                           
on 21 December 2005 in two (2) originals, each Party acknowledging the receipt
of one original.


 


 


HERTZ BELGIUM NV 


as Pledgor


 


 


	
  By:

  	
  /s/ Aad Monster

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Aad Monster

  	
  Name:

  
	
  Title: Authorized Signatory

  	
  Title: 

  



 


 


BNP PARIBAS S.A. 


as Pledgee


 


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Charles Egly

  	
  Name: 

  
	
  Title: Authorized Signatory

  	
  Title: 

  



 


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