Exhibit
4.5.57


 


 


HERTZ
(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


relating to a 

Senior Bridge Facilities Agreement

dated

21 December 2005


 






 


21 December
2005


 


 





 

















 


	
   

  	
   

  	
  CONTENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  FIXED CHARGES, ASSIGNMENTS AND FLOATING
  CHARGE

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CRYSTALLISATION OF FLOATING CHARGE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  PERFECTION OF SECURITY

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  FURTHER ASSURANCE

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  NEGATIVE PLEDGE AND DISPOSALS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  INVESTMENTS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  ACCOUNTS

  	
   

  	
  10

  
	
  9. 

  	
   

  	
  MONETARY CLAIMS 

  	
   

  	
  11 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  INSURANCES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  UNDERTAKINGS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  ENFORCEMENT OF SECURITY

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  EXTENSION AND VARIATION OF THE LAW OF
  PROPERTY ACT 1925

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14. 

  	
   

  	
  APPOINTMENT OF RECEIVER OR ADMINISTRATOR 

  	
   

  	
  13 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15. 

  	
   

  	
  POWERS OF RECEIVER 

  	
   

  	
  13 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  APPLICATION OF MONEYS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  PROTECTION OF PURCHASERS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18. 

  	
   

  	
  POWER OF ATTORNEY 

  	
   

  	
  14 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  EFFECTIVENESS OF SECURITY

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  RELEASE OF SECURITY

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  SET-OFF

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  SUBSEQUENT ENCUMBRANCES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  ASSIGNMENT

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  NOTICES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  DISCRETION AND DELEGATION

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  PERPETUITY PERIOD

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 SPECIFIED CONTRACTS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 FORM OF NOTICE OF ASSIGNMENT OF
  ACCOUNT

  	
   

  	
  20

  



 


2

















 


	
  SCHEDULE 3 FORM OF NOTICE OF ASSIGNMENT OF
  SPECIFIED CONTRACT

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 FORM OF NOTICE OF ASSIGNMENT OF
  LOMBARD LEASING AGREEMENT

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 SPECIFIED ACCOUNTS

  	
   

  	
  26

  



 


3

















 


THIS
DEED OF CHARGE is made on 21 December 2005


 


BY


 


(1)         HERTZ (U.K.) LIMITED, a private company
incorporated in England and Wales with limited liability and registered with
company number 00597994 (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 Chargor as a Borrower and a Guarantor, the other Original
Borrowers and the other Original Guarantors named therein (in each case as such
terms are defined therein) (the “Facility
Agreement”) the Banks have made available to the 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 the Chargor grants certain security interests in favour of the Security
Agent for the due and punctual performance of its obligations arising from time
to time 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:


 


“Account” means any credit
balance from time to time on any account opened or maintained by the Chargor
with the Security Agent or any other financial institution, (including, without
limitation, the Specified Accounts,) and, in each case, together with all
Related Rights;


 


“Charged Property” means
all of the assets and undertaking 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;


 


4

















 


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


 


“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;


 


“Insurance Policy” means
each of the following insurance policies of the Chargor: (a) Policy Number
04/DM03809000 held with Generali; and (b) Policy Number CY/G93814 held with
Royal & Sun Alliance;


 


“Investments” means any
stocks, shares, debentures, securities and certificates of deposit and all
warrants, options and other rights to subscribe or acquire any of such
investments, in each case whether held directly by or to the order of the
Chargor or by any trustee, nominee or fiduciary on its behalf and all Related
Rights (including all rights against any such trustee, nominee or fiduciary);


 


“Monetary Claims” means
any book and other debts and monetary claims owing to the Chargor and any
proceeds received by the Chargor of such debts and claims (including any claims
or sums of money deriving from or in relation to (i) any Intellectual Property,
(ii) any Investment, (iii) any Eligible Receivables, (iv) any court order or
judgment, (v) any contract or agreement to which the Company is a party, and
(vi) any other assets, property, rights or undertaking of the Company;


 


“Notice of Assignment”
means a notice of assignment in, or substantially in the form set out in
Schedule 2 (Notice of Assignment of Account),
Schedule 3 (Notice of Assignment of
Specified Contract), or, in the case of the assignment of the
Lombard Leasing Agreement, Schedule 4 (Notice
of Assignment of Lombard Leasing Agreement), as applicable, or in
each case, in such other form as may from time to time be specified by the
Security Agent;


 


“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 14.1 (Appointment
and Removal);


 


“Related
Rights” means, in relation to any asset:


 


(a)             the
proceeds of sale of any part of that asset;


 


(b)            all
rights under any licence, agreement for sale or agreement for lease in respect
of that asset;


 


(c)             all
rights, benefits, claims, contracts, warranties, remedies, security,
indemnities or covenants for title in respect of that asset; and


 


(d)            any
moneys and proceeds paid or payable in respect of that asset;


 


“Secured Liabilities”
means all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Chargor to the Finance Parties (or any of them) under the
Finance Documents (or any of them);


 


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


 


5

















 


“Specified Accounts” means
each of the Accounts which are specified in Schedule 4 (Specified Accounts); and


 


“Specified Contracts”
means each of the contracts to which the Chargor is a party and which are
specified in Schedule 1 (Specified Contracts).


 


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.           FIXED CHARGES, ASSIGNMENTS AND
FLOATING CHARGE


 


2.1       Fixed Charges


 


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 the
Chargor’s right, title, interest and benefits from time to time in and to each
of the following assets, together, in each case, with all Related Rights:


 


2.1.1         the Accounts, and all monies now or hereafter standing to the credit
thereof;


 


2.1.2         all Monetary Claims;


 


2.1.3         all Investments;


 


2.1.4         all Intellectual Property legally or beneficially owned by the
Chargor;


 


2.1.5         any licences, authorisation and permits (howsoever described) in
connection with the use of the business of the Chargor; and


 


2.1.6         any goodwill and rights in relation to the uncalled capital of the
Chargor.


 


6

















 


2.2        Assignments


 


The Chargor hereby assigns with full title guarantee to the Security
Agent as trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities all of the Chargor’s right, title,
interest and benefits from time to time in and to each of the Specified
Contracts and any Related Rights in respect thereof, together with all rights
to receive payments of any amounts that may become payable under any Specified
Contract or any related rights or entitlements, and all payments received by
the Chargor thereunder, including without limitation, all rights to serve
notices and/or make demands thereunder and/or to take such steps as are
required to cause amounts to become due and payable thereunder and all rights
of action in respect of any breach thereof and all rights to receive damages.


 


2.3        Insurances


 


The Chargor hereby assigns with full title guarantee to the Security
Agent as trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities all of the Chargor’s right, title,
interest and benefits from time to time in, to and under each Insurance Policy,
and all claims of whatsoever nature relating thereto and return of premium in
respect thereof.


 


2.4        Assignment
restrictions


 


If the rights of the Chargor under any contractual or other
arrangements relating to the Chargor’s Eligible Receivables (including, without
limitation, any Vehicle Dealer Buy-Back Agreement, Vehicle Manufacturer
Buy-Back Agreement, Vehicle Manufacturer Guarantee, or Vehicle Rental
Concession) cannot be secured without the consent of another party to such
arrangements, the security interests created under this Deed will encompass all
amounts which the Chargor may receive, or has received, under any such
document, but shall exclude the Chargor’s rights title, interest and benefits
in and to the relevant document itself.


 


2.5        Floating Charge


 


2.5.1           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 present and future assets and undertaking of the Chargor, other than
any asset which is situated in England and Wales and which is 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.


 


2.5.2           Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to
the floating charge created pursuant to this Clause 2.5 (Floating Charge).


 


3.          CRYSTALLISATION
OF FLOATING CHARGE


 


3.1        Crystallisation:  By Notice


 


The Security Agent may at any time by notice in writing to the Chargor
convert the floating charge created by Clause 2.5 (Floating Charge) with immediate effect into a fixed charge
as regards any property or assets specified in the notice if:


 


3.1.1         an Enforcement Event has occurred; or


 


7

















 


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


 


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


 


3.2        Crystallisation:  Automatic


 


Notwithstanding Clause 3.1 (Crystallisation:  By Notice) and without prejudice
to any law which may have a similar effect, the floating charge created by
Clause 2.5 (Floating Charge) will
automatically be converted (without notice) with immediate effect into a fixed
charge as regards all the assets subject to the floating charge if:


 


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


 


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


 


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


 


4.          PERFECTION
OF SECURITY


 


4.1        Notices
of Assignment


 


The Chargor
shall deliver to the Security Agent (or procure delivery of) Notices of
Assignment duly executed by, or on behalf of, the Chargor in respect of each
Specified Contract, on the date of this Deed, and, in each case, shall use its
reasonable endeavours to procure that each notice is acknowledged by the
obligor or debtor specified by the Security Agent.


 


4.2        Notices
of Charge


 


4.2.1         The Chargor shall if requested by the Security Agent from time to
time after the occurrence of an Enforcement Event promptly deliver to the
Security Agent (or procure delivery of) notices of charge (in form and
substance reasonably satisfactory to the Security Agent) duly executed by, or
on behalf of, the Chargor and acknowledged by (a) each bank or financial
institutions with which any Account is opened or maintained; or (b) each
obligor in respect of any Eligible Receivable which the Chargor has charged in
favour of the Security Agent pursuant to Clause 2.1(Fixed Charges) hereof.


 


4.2.2         The execution of this Deed by the Chargor and the Security Agent
shall constitute notice to the Security Agent of the charge created over any
Account opened or maintained with the Security Agent.


 


4.3        Registration
of Charges


 


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.


 


8

















 


5.          FURTHER
ASSURANCE


 


5.1        Further Assurance: General


 


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


 


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


 


5.1.2         to confer on the Security Agent security over any property and
assets of the Chargor located in any jurisdiction outside England and Wales
equivalent or similar to the security interests intended to be conferred by or
pursuant to this Deed; and/or


 


5.1.3         to facilitate the realisation of the Charged Property.


 


5.2        Necessary Action


 


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


 


5.3       Implied
Covenants for Title


 


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


 


6.         NEGATIVE PLEDGE AND DISPOSALS


 


6.1       Negative
Pledge


 


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


 


6.2       No
Disposal of Interests


 


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


 


7.         INVESTMENTS


 


7.1       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 Investments, 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 sums paid by the Security
Agent shall be reimbursed by the Chargor to the Security Agent on demand and
shall carry


 


9

















 


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.


 


7.2       Delivery
of Documents of Title


 


After the occurrence of an Enforcement Event
the Chargor shall promptly on the request of the Security Agent, deliver (or
procure delivery) to the Security Agent, and the Security Agent shall be
entitled to retain, all of the Investments and any certificates and other
documents of title representing the Investments to which the Chargor (or its
nominee(s)) is or becomes entitled together with any other document which the
Security Agent may reasonably request (in such form and executed as the
Security Agent may reasonably require) with a view to perfecting or improving
its security over the Investments or to registering any Investment in its name
or the name of any nominee(s).


 


7.3       Exercise
of Rights


 


The Chargor shall not exercise any of its
rights and powers in relation to any of the Investments in any manner which
would be reasonably likely to prejudice the ability of the Security Agent to
realise the security created by this Deed.


 


8.         ACCOUNTS


 


8.1       Notification
and Variation


 


The Chargor, during the subsistence of this
Deed:


 


8.1.1         shall promptly deliver to the Security Agent on the date of this
Deed (and, if any change occurs thereafter, on the date of such change),
written details of each Account maintained by it with any bank or financial
institution; and


 


8.1.2         shall not, without the Security Agent’s prior written consent,
permit or agree to any variation of the rights attaching to any Account which
would prejudice the ability of the Security Agent to realise the security
interests granted over that Account pursuant to this Deed.


 


8.2       Operation
Before Enforcement Event


 


The Chargor shall prior to the occurrence of
an Enforcement Event be entitled to receive, withdraw or otherwise transfer any
credit balance from time to time on any Account subject to the terms of the
Facility Agreement.


 


8.3       Operation
After Enforcement Event


 


After the occurrence of an Enforcement Event
the Chargor shall not be entitled to receive, withdraw or otherwise transfer
any credit balance from time to time on any Account except with the prior
written consent of the Security Agent.


 


8.5       Application
of Monies


 


The Security Agent shall, upon the occurrence
of an Enforcement Event, be entitled without notice to apply, transfer or
set-off any or all of the credit balances from time to time on any Account in
or towards the payment or other satisfaction of all or part of the Secured
Liabilities in accordance with Clause 16 (Application
of Monies).


 


10

















 


9.         MONETARY CLAIMS


 


The Chargor shall not at any time during the
subsistence of the Deed of Charge, without the prior written consent of the
Security Agent or as otherwise permitted pursuant to the Finance Documents,
deal with the Monetary Claims except by getting in and realising them in a prudent
manner.


 


10.       INSURANCES


 


The Chargor shall at all times during the
subsistence of this Deed if required by the Security Agent, cause each material
insurance policy or policies relating to the Charged Property to contain (in
form and substance reasonably satisfactory to the Security Agent) an
endorsement naming the Security Agent as an additional loss payee in respect of
all claims until such time as the Security Agent notifies the insurer(s) to the
contrary.


 


11.       UNDERTAKINGS


 


11.1     Amendments
to Specified Contracts


 


Subject to the following provisions of this
Clause 11 (Undertakings), the
Chargor shall not request or agree to any amendment, modification, supplement
or variation (howsoever described) to any Specified Contract without the
Security Agent’s prior written consent if the proposed amendment, modification,
supplement or variation would reasonably be expected to prejudice the Security
created pursuant to this Deed.


 


11.2     Amendments
to Existing Lombard Leasing Agreement


 


The Chargor may, without the Security Agent’s
prior consent, request or agree to any amendment, modification, supplement or
variation to the Existing Lombard Leasing Agreement which:


 


11.2.1       constitutes an adjustment, modification, supplement or variation
expressly contemplated by, and which is subject to and within the terms of,
paragraph 4 (Adjustments to Rentals)
and paragraph 12 (Sales Agency)
of Existing Lombard Leasing Agreement; or


 


11.2.2       is of a formal, minor and technical nature or which is required to
correct a manifest error,


 


provided always that,
in the case of sub-paragraph 11.2.2 above, the proposed amendment or variation
would not reasonably be expected to prejudice the Security created pursuant to
this Deed.


 


11.3     Notification
of Amendments


 


The Chargor shall, within five (5) Business
Days of any amendment, modification, supplement or variation to any agreement
agreed to by it in accordance with the terms of Clause 11.1 (Amendments to Specified Contracts) or 11.2
(Amendments to Existing Lombard Leasing
Agreement), notify the Security Agent in writing of such amendment,
modification, supplement or variation and shall promptly provide the Security
Agent with a copy (certified as a true, accurate and complete copy by a
director or other duly authorised officer of the Chargor) of each agreement or
instrument effecting such amendment, modification, supplement or variation
(each such agreement or instrument, a “Relevant
Amendment Agreement”).


 


11.4     Novations


 


In the event that the Security Agent, in its
sole discretion, determines that any such Relevant Amendment Agreement
constitutes a novation of the prior agreement to which it relates, the


 


11

















 


Chargor shall promptly at its own cost and
expense do all such acts or execute all such documents (including  assignments, 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)) to confer on the Security Agent security over such Relevant
Amendment Agreement, and all of the Chargor’s rights, title, interests and
benefits thereunder, equivalent or similar to the security interests intended
to be conferred by or pursuant to this Deed in relation to the relevant
agreement prior to such amendment or variation.


 


12.       ENFORCEMENT OF SECURITY


 


12.1     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:


 


12.1.1        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


 


12.1.2        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.


 


12.2     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.


 


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


 


13.1     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.


 


13.2     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.


 


13.3     Power
of Leasing


 


The statutory powers of leasing may be
exercised by the Security Agent at any time on or after the occurrence of an
Enforcement Event and the Security Agent and any Receiver may make any lease or
agreement for lease, accept surrenders of leases and grant options on such
terms as it shall think


 


12

















 


fit, without the need to comply with any
restrictions imposed by Sections 99 and 100 of the Law of Property Act 1925.


 


14.       APPOINTMENT OF RECEIVER OR ADMINISTRATOR


 


14.1     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:


 


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


 


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


 


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


 


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


 


14.2     Capacity
of Receivers


 


Each person appointed to be a Receiver
pursuant to Clause 14.1 (Appointment and
Removal) shall be:


 


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


 


14.2.2        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


 


14.2.3        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).


 


14.3     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.


 


14.4     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


 


15.       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


 


13

















 


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):


 


15.1.1        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;


 


15.1.2        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);


 


15.1.3        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


 


15.1.4        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.


 


16.       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.


 


17.       PROTECTION OF PURCHASERS


 


17.1     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.


 


17.2     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.


 


18.       POWER OF ATTORNEY


 


18.1     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:


 


14

















 


18.1.1        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


 


18.1.2        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).


 


18.2     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 18.


 


19.       EFFECTIVENESS OF SECURITY


 


19.1     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 Obligations unless and until it is released by the Security Agent in
accordance with Clause 20 (Release of
Security).


 


19.2     Chargor’s
Obligations


 


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


 


19.2.1        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;


 


19.2.2        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;


 


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


 


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


 


19.2.5        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 other Obligor under the Finance Documents;


 


19.2.6        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 other Obligor under the Finance
Documents; or


 


19.2.7        any other act, event or omission which, but for this Clause 20.2,
might operate to discharge, impair or otherwise affect any of the obligations
of the Chargor herein contained or any of the rights, powers or remedies
conferred upon any of the Finance Parties by the Finance Documents or by law.


 


15

















 


19.3     Cumulative
Rights


 


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


 


19.4     No
Liability


 


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


 


19.5     Partial
Invalidity


 


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


 


20.       RELEASE OF SECURITY


 


20.1     Redemption
of Security


 


Upon:


 


20.1.1        the Secured Liabilities being discharged in full and none of the
Secured Parties being under any further actual or contingent obligation to make
Advances or provide other financial accommodation to the Chargor or any other
person under any of the Finance Documents; or


 


20.1.2        the Chargor 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.


 


20.2     Partial
Releases


 


In connection with:


 


20.2.1        any Permitted Disposal of any Charged Property;


 


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


 


16

















 


20.2.3        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;


 


20.2.4        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


 


20.2.5        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.


 


20.3     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.


 


21.       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 17 (Application of Monies) (notwithstanding
any specified maturity of any deposit standing to the credit of any such
account).


 


22.       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.


 


17

















 


24.       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.


 


25.       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.


 


26.       DISCRETION AND DELEGATION


 


26.1     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.


 


26.2     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.


 


27.       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.


 


28.       COUNTERPARTS


 


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


 


29.       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.


 


18

















 






 


Execution Page


 


HERTZ (U.K.) LIMITED


 


Deed
of Charge 

dated

21 December 2005


 






 


	
  The Chargor

  
	
   

  
	
  EXECUTED as a DEED

  
	
  by HERTZ (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

  



 


19