Exhibit 4.5.24


 




 





 


MASTER
AGREEMENT


FOR
ASSIGNMENT OF RECEIVABLES


(Articles L.313-23 to L.313-34 of the French Monetary and Financial
Code)


 


(CONTRAT
CADRE DE CESSION DE CREANCES PROFESSIONNELLES A TITRE DE GARANTIE)


(Articles L.313-23 to L.313-34 du
Code Monétaire et Financier)




 





 


 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


 


EQUIPOLE FINANCE SERVICES


as Assignor


 


 


BNP PARIBAS


as Security Agent


 


 


THE ASSIGNEES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions
  And Interpretation

  	
  4

  
	
  2.

  	
  Security Agent

  	
  7

  
	
  3.

  	
  Assignment

  	
  7

  
	
  4.

  	
  Effects Of Each
  Assignment

  	
  9

  
	
  5.

  	
  Collection By
  The Assignor

  	
  10

  
	
  6.

  	
  Collection By
  The Security Agent

  	
  10

  
	
  7.

  	
  Notice Of
  Assignment - Acceptance

  	
  10

  
	
  8.

  	
  Preservation Of
  Security

  	
  11

  
	
  9.

  	
  Representations
  And Warranties

  	
  11

  
	
  10.

  	
  Undertakings

  	
  11

  
	
  11.

  	
  Liability To
  Perform

  	
  13

  
	
  12.

  	
  Application Of
  Proceeds

  	
  13

  
	
  13.

  	
  Covenant To
  Release

  	
  13

  
	
  14.

  	
  Expenses,
  Indemnities And Taxes

  	
  14

  
	
  15.

  	
  Changes To The
  Parties

  	
  14

  
	
  16.

  	
  Partial
  Invalidity And Severability

  	
  15

  
	
  17.

  	
  Notices

  	
  15

  
	
  18.

  	
  French Language

  	
  15

  
	
  19.

  	
  Governing Law
  And Jurisdiction

  	
  16

  
	
  20.

  	
  Duration

  	
  16

  
	
  21.

  	
  Waivers,
  Remedies Cumulative

  	
  16

  



 


SCHEDULES


 


	
  SCHEDULE 1.

  	
  FORM OF AN ASSIGNMENT DEED

  
	
   

  	
   

  
	
  SCHEDULE 2.

  	
  FORM OF A NOTICE OF ASSIGNMENT

  
	
   

  	
   

  
	
  SCHEDULE 3.

  	
  FORM OF A LETTER OF ACCEPTANCE

  
	
   

  	
   

  
	
  SCHEDULE 4.

  	
  THE ASSIGNEES

  



 


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THIS AGREEMENT IS MADE BY AND BETWEEN:


 


1.             EQUIPOLE FINANCE SERVICES


 


a société par actions simplifiée incorporated
under the laws of France, having a share capital of 80.038.400 €, whose registered office is
situated at Aéroport Beauvais-Tillé, 60000 Tillé,  registered with the Registre du Commerce et des
Sociétés de Beauvais under the number 444 593 263, as Assignor;


 


2.             BNP PARIBAS


 


a société
anonyme incorporated under the laws of France and authorised as a
credit institution, having a share capital of 1.676.495.744 €, whose registered office is
situated at 24, boulevard des
Italiens, registered with the Registre du Commerce et
des Sociétés de  Paris under the
number 662 042 449, as
Security Agent; and


 


3.            THE ASSIGNEES


 


as
listed in Schedule 4 attached hereto, represented by the Security
Agent for the purpose of this Agreement.


 


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WHEREAS:


 


(A)          Pursuant to a senior bridge facilities
agreement dated 21 December 2005 (the “Senior
Bridge Facilities Agreement”) entered into by, among others, Hertz International, Ltd, the Original
Borrowers and the Original Guarantors, on the one hand, and BNP Paribas as
Mandated Lead Arranger, Joint Bookrunner, Facility Agent, Security Agent and
Global Coordinator, The Royal Bank of Scotland plc as Mandated Lead Arranger
and Joint Bookrunner, Calyon as Co-Arranger and Joint Bookrunner and the
financial institutions listed in schedule 1 thereto as Banks, on the other hand, the Banks have agreed to make
available to the Borrowers certain senior bridge facilities.


 


(B)          Pursuant
to the Senior Bridge Facilities Agreement, the Assignor is required to grant to
the Senior Lenders certain guarantees and security interests as security for
the Secured Liabilities, including in particular, the assignment by way of
security of its Eligible Receivables (cession de créances
professionnelles à titre de garantie) subject to and in accordance
with the terms and conditions of this Master Agreement and each Assignment Deed
related thereto.


 


NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1           DEFINITIONS


 


In
this Master Agreement, terms not otherwise defined herein have the meaning
ascribed to them in the Senior Bridge Facilities Agreement, and the following
terms have the following meanings:


 


“Advance” has the meaning
ascribed thereto in the Senior Bridge Facilities Agreement.


 


“Assigned Debtors” means the
debtors of the Assignor under the Assigned Receivables.


 


“Assigned Receivables” means
the Eligible Receivables
and Vehicle Guarantee Receivables assigned by way of security pursuant to this
Master Agreement and each relevant Assignment Deed made in relation thereto.


 


“Assignees” means the Security Agent on behalf
of the Finance Parties under the Senior Bridge Facilities Agreement and
individually any one of them, and their respective successors and assigns in
their capacities as beneficiaries of the Assignment pursuant to clause 36 of
the Senior Bridge Facilities Agreement. It is hereby expressly agreed that for
the purpose of this Agreement (including in case of enforcement of the
Assignment), the Assignees shall be duly represented by the Security Agent
which is appointed by each of the Assignees as its agent for the purpose
hereof.


 


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“Assignment” means the assignment of the Assigned
Receivables by way of security (cession de créances
professionnelles à titre de garantie) granted by the Assignor in
accordance with the Law by virtue of this Master Agreement and by virtue
of each Assignment Deed made in relation thereto, as security for the Secured
Liabilities.


 


“Assignment
Deed” means an acte de cession de
créances professionnelles à titre de garantie in the form of Schedule 1
hereto.


 


“Business
Day” means a
day (other than a Saturday or a Sunday) (a) on which banks generally are
open for business in London and in Paris and in the jurisdiction of
organisation of the Coordinator and the principal financial centre of the
country of each Designated Currency other than Euro and (b) which is a
TARGET Day.


 


“Discharge
Date” means the date on which all the Secured Liabilities
have been irrevocably and unconditionally discharged in full, or the Assignment has otherwise been
released pursuant to Clause 13.


 


“Eligible Receivables” has the meaning ascribed to such term in
clause 1.1 of the Senior Bridge Facilities Agreement (excluding Eligible
Customer Receivables).


 


“Enforcement Event” means the
occurrence of an Event of Default which is continuing unremedied and unwaived
and has resulted in the delivery of a notice of acceleration or cancellation
pursuant to clause 23.16 of the Senior Bridge Facilities Agreement.


 


“Events of Default” means one
of the events described in clause 23 of the Senior Bridge Facilities Agreement.


 


“Finance Documents” has the
meaning ascribed to such term in clause 1.1 of the Senior Bridge Facilities
Agreement.


 


“Finance Parties” has the meaning ascribed to such term in clause 1.1 of the Senior
Bridge Facilities Agreement.


 


“Intercreditor
Deed” has the meaning ascribed to such term in clause 1.1 of the Senior
Bridge Facilities Agreement.


 


“Law”means Articles L.313-23 to
L.313-34 of the French Monetary and Financial Code (Code
Monétaire et Financier).


 


“Letter of
Acceptance” means a
letter of acceptance in the form of Schedule 3 hereto.


 


“Master
Agreement” means this master agreement for assignment of the
Assigned Receivables by way of security together with the schedules hereto, as supplemented or amended from time
to time.


 


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“Notice of Assignment” means a
notification de cession de créances in
the form of Schedule 2 hereto.


 


“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 Assignor to the Assignees (or any
of them) exclusively in its capacity as Borrower (and not as Guarantor) under
the Finance Documents (or any one of them).


 


“Security Agent”
means BNP Paribas as designated hereabove, or any bank or financial institution
which may become Security Agent pursuant to clause 34 of the Senior Bridge
Facilities Agreement and in both cases their respective successors and assigns.


 


“Security
Period” means the period beginning on the date hereof and ending on the
Discharge Date.


 


“Vehicle Guarantee
Receivable” means any receivable under any Vehicle Dealer
Buy-Back Guarantee and any Vehicle Manufacturer Guarantee
attached to any Eligible Receivables.


 


1.2          Interpretation


 


(a)           In this Agreement,
unless stated to the contrary or the context requires otherwise :


 


(i)            a reference in this
Agreement (including its preamble and its schedules) to a Clause or a Schedule is
a reference to a clause or a schedule to this Agreement and a reference to
this Agreement shall include its preamble and schedules;


 


(ii)           words importing the
plural shall include the singular and vice versa;


 


(iii)          a reference to the
time of day shall refer to Paris time, unless otherwise indicated;


 


(iv)          a reference to a
person shall include its successors, transferees and assignees;


 


(v)            words
appearing in this Agreement in a language other than English shall have the
meaning ascribed to them under the law of the corresponding jurisdiction and
such meaning shall prevail over their translation into English, if any;


 


(vi)          a reference to an
entity acting as Bank includes a reference to this entity acting also as a C
Ancillary Bank, as the case may be;


 


(vii)         an agreement or
document includes a reference to that agreement or document as varied, novated,
supplemented or replaced from time to time;


 


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(viii)        references
to any statutory provision or legislative enactment shall be deemed to also
refer to any re-enactment, modification or replacement and to any statutory
instrument, order or regulation made thereunder or under any such re-enactment.


 


(b)           The index and the
headings in this Agreement are for convenience of reference only and shall not
be used in construing this Agreement.


 


(c)           This Agreement is
entered into subject to the terms and conditions of the Intercreditor Deed. In
the event of any inconsistency between this Agreement and the Intercreditor
Deed, the terms of the Intercreditor Deed shall prevail. In the event of any
inconsistency between this Agreement and the Senior Bridge Facilities
Agreement, the terms of the Senior Bridge Facilities Agreement shall prevail.
For the purposes of interpretation of this Agreement, in the event of any
inconsistency between the Intercreditor Deed and the Senior Bridge Facilities
Agreement, the terms of the Intercreditor Deed shall prevail.


 


(d)           Nothing in
this Agreement should be deemed to restrict the right of the Pledgor to take
any action or to abstain from taking any action which is otherwise permitted
under the Senior Bridge Facilities Agreement and the Intercreditor Deed.


 


1.3          Certificates


 


A certificate of the Security Agent setting
forth the amount of any Secured Liability due to the Assignees by the Assignor pursuant to the Finance Documents shall be prima facie evidence of such amount against the Assignor in
the absence of manifest error.


 


 


2.             SECURITY AGENT


 


The Assignor hereby agrees that the Security
Agent shall be the agent (mandataire) of
the Assignees
for the purposes of this Master Agreement, acting in such capacity in its name
but on behalf of the Assignees.


 


3.             ASSIGNMENT


 


3.1          Purpose of Assignment


 


As security for its Secured Liabilities, the
Assignor hereby undertakes, on the terms of this Master Agreement and in
accordance with the Law, to assign to the Assignees, all and not less than all
of its Eligible Receivables and its Vehicle Guarantee Receivables and its
receivables under the master lease agreement (contrat
cadre de location) entered into between the Assignor and Hertz
France and dated 26 May 2003 whether present or future. In this respect
and for the avoidance of doubt, pursuant to Article L.313-27 of the Law,
all security interests, guarantees or other accessory rights (accessories) in connection with the
Eligible Receivables and the Vehicle Guarantee Receivables which have been or
will be


 


7

















 


assigned by the Assignor to the Assignees pursuant
to this Master Agreement will be automatically transferred to the Assignees
without any further actions by any party hereto as of the date of the relevant
Assignment Deed.


 


Each Assignee will benefit from any
Assignment in the proportion which its Commitments bear to the Total
Commitments as at the date of such Assignment.


 


This
Master Agreement shall apply automatically to all Assignment Deeds delivered by
the Assignor to the Security Agent, on each date of Assignment, provided that
said Assignment Deeds make specific reference to this Master Agreement.


 


3.2          Date of Assignment


 


(a)           So long as
and to the extent that no Advance is made to the Assignor under the Senior
Bridge Facilities Agreement, the Assignor shall not be obligated to assign any of
its Eligible Receivables or Vehicle
Guarantee Receivables by way of security hereunder.


 


(b)           On the
date of the first Advance made available to the Assignor and thereafter, to the
extent that any amount remains outstanding under any Advance made available to
the Assignor, on the last Business Day of each month, the Assignor shall assign
to the Assignees, represented by the Security Agent, by way of security, all
its Eligible Receivables (with the exception of VAT Receivables) and its Vehicle Guarantee Receivables (whether
present or future) originated by it during the preceding calendar month
(and, in particular, those Eligible Receivables arising from any new Vehicle
Dealer Buy-Back Agreements and Vehicle Manufacturer Buy-Back Agreements entered
into by the Assignor and/or any new insurance policies subscribed by the
Assignor during the relevant calendar month) and to which it then holds title.
For the avoidance of doubt, no such Eligible Receivables shall be assigned by
the Assignor to the Assignees to the extent that such Eligible Receivables
shall have been previously assigned by the Assignor to the Assignees pursuant
to this Master Agreement.


 


(c)           On the
date of the first Advance made available to the Assignor and thereafter, to the
extent that any amount remains outstanding under any Advance made available to
the Assignor, on the Business Day following each day upon which the Assignor
shall have filed a request of refund of its VAT credit with the competent tax
authority and to the extent any amount remains outstanding under any Advance
made available to the Assignor, the Assignor shall assign to the Assignees,
represented by the Security Agent, its VAT Receivables.


 


3.3          Method of
Assignment


 


(a)           Each
Assignment made or to be made pursuant to this Master Agreement shall be made
by the Assignor to the Assignees, represented by the Security Agent, by
remittance of an Assignment Deed to the Security Agent on each date of
Assignment in accordance with Clause 3.2. Each Assignment Deed shall (i) list
and clearly identify the relevant Assigned Receivables and incorporate all of
the specific requirements of the Law and all regulations in force relating
thereto,


 


8

















 


(ii) be signed by a duly authorised
representative of the Assignor, the power and authority of which, together with
a specimen of signature, shall have been communicated in advance to the
Security Agent and (iii) set out the Assignees as beneficiaries.
Notwithstanding the above, where the Assignment of the Assigned
Receivables is to be accompanied by the delivery of a floppy disk, CD-Rom or magnetic tape, the relevant Assignment Form shall
only mention the details of the first and last Assigned Receivables listed on
floppy disk, CD-Rom or magnetic tape and such on floppy disk, CD-Rom or
magnetic tape shall contain a readable list of the Assigned Receivables
specifying the name of the Assigned Debtors, the invoice numbers, the places of
payment, the amounts payable and the due dates.


 


(b)           The Security Agent shall, in its reasonable
judgment or after consultation of the Assignees, be entitled to reject any
Assignment Deed to the extent that such Assignment Deed does not comply with
the provisions of this Master Agreement or the Law. Immediately upon notice thereof
by the Security Agent to the Assignor, the Assignor undertakes to replace the
relevant Assignment Deed by delivery of a new Assignment Deed, which shall be
acceptable to the Security Agent.


 


(c)           Each Assignment Deed shall
be delivered by the Assignor to the Security Agent who shall hold such
Assignment Deed on behalf of the Assignees and shall ascertain the date thereof.
Each Assignee hereby appoints the Security Agent, which hereby accepts, to (i) be
the addressee of each Assignment Deed remitted by the Assignor pursuant to this
Master Agreement, (ii) ascertain the date of each Assignment Deed as the
date on which the Assignment Deed is remitted by the Assignor, and (iii) hold
each such Assignment Deed on its behalf.


 


(d)           Upon the reasonable
request of the Security Agent, the Assignor shall confirm the assignment of any
Eligible Receivable assigned by the Assignor to the Assignees pursuant to this
Agreement and not repaid in full by the relevant Debtor thereof, by giving the
information on any such Eligible Receivable as are sufficient for the purposes
of identifying any such Eligible Receivable and evidencing the rights of the
Assignees to any such Eligible Receivable, at the satisfaction of the Security
Agent (acting reasonably) in each instance.


 


4.             EFFECTS OF EACH ASSIGNMENT


 


(a)           The
execution of each Assignment Deed by the Assignor pursuant to this Master
Agreement will automatically entail the transfer to the Assignees of the full
ownership of the Assigned Receivables. The Assignees will be deemed owner of
the Assigned Receivables from the date of the relevant Assignment Deed as such
has been ascertained by the Security Agent in accordance with the provisions of
paragraph 3.3 (c) above. The execution of each Assignment Deed by the
Assignor pursuant to this Master Agreement will in addition automatically
entail the transfer to the Assignees of any guarantees and security interests
guaranteeing each Assigned Receivable in accordance with Article L. 313-27 of the Law.


 


(b)           In
accordance with Article L. 313-24 of the French Monetary and
Financial Code (Code monétaire et financier), it
is expressly agreed between the Assignees and


 


9

















 


the Assignor that the latter shall be jointly and
severally liable for the payment of its Assigned Receivables by its Assigned
Debtors.


 


5.             COLLECTION BY THE ASSIGNOR


 


Until
and unless an Event of Default has occurred and is continuing unremedied and
unwaived, the Assignor is hereby appointed by each Assignee, and shall be
entitled to:


 


(i)            collect
on its current account(s) and use all payments made from time to time by its
Assigned Debtors under the Assigned Receivables; and


 


(ii)           at its own
cost, file any claim and take any action or proceedings it thinks fit or
advisable against any Assigned Debtor to recover any amount owed to it in case
of default by any Assigned Debtor to pay any amount payable by such Assigned
Debtor under any underlying contract or agreement.


 


6.             COLLECTION BY THE SECURITY AGENT


 


(a)           Upon the
occurrence of any Event of Default and for so long as such Event of Default
remains unremedied or unwaived, all the discretions, powers and authorizations
granted to the Assignor pursuant to Clause 5 shall cease to have effect
immediately.


 


(b)           Upon the occurrence
of an Event of Default and for so long as such Event of Default remains
unremedied or unwaived, the Assignor undertakes to the extent not credited on a
collection account otherwise pledged in favour of the Assignees (i) to
transfer to the Security Agent all cash, moneys, checks, bills and other
instruments of payment received from its Assigned Debtors in payment of its
Assigned Receivables together with all information relating thereto as the
Security Agent may reasonably require, and (ii) to direct to the
Security Agent, on the account as specified by the Security Agent to the
Assignor for the purposes of this Clause, all further payments to be made by
its Assigned Debtors under its Assigned Receivables.


 


7.             NOTICE OF ASSIGNMENT - ACCEPTANCE


 


7.1          Notice of Assignment


 


At any time following the
occurrence of an Enforcement Event, the Security Agent shall be entitled to
give notice of any Assignment made pursuant to this Master Agreement to any
Assigned Debtor in accordance with the provisions of Article L.313-28 of the
French Monetary and Financial Code. Each such notice shall take the form of
a Notice of Assignment. In any such case, any relevant Assigned Debtor shall
then pay the sums payable by it under each Assigned Receivable directly to the
Security Agent on behalf and for the account of the Assignees. Any payment made
by any Assigned Debtor to the Assignor as from


 


10

















 


the date of receipt of a
Notice of Assignment will not discharge such Assigned Debtor of its obligations
under this Clause 7.1.


 


7.2          Acceptance


 


At any time following the occurrence of an
Enforcement Event and alternatively to its rights to notify any Assigned Debtor
pursuant to Clause 7.1, the Security Agent shall be entitled to request
any Assigned Debtor to covenant to pay directly to the Assignees (“engagement direct”) in accordance with the provisions of Article L.313-29
of the French Monetary and Financial Code. Each such request shall take the form of
a Letter of Acceptance. Upon countersigning such letter, the Assigned Debtor
shall cease to be entitled to raise any defenses based on the underlying
contracts entered into between such Assigned Debtor and the Assignor.


 


8.             PRESERVATION OF SECURITY


 


8.1          Continuing security


 


                The security (cession de créances
professionnelles à titre de garantie) constituted by each Assignment
Deed shall extend to the ultimate balance of the Secured Liabilities,
regardless of any intermediate payment or discharge in part.


 


8.2          Additional
security


 


                Each Assignment is in addition to and is not in any way prejudiced by
any other security now or hereafter held by the Assignees in respect of the Secured
Liabilities.


 


8.3          Security transfer


 


                In the event of any assignment, transfer, novation or disposal of a part or
all of its rights and obligations by any Assignee under the Senior Bridge Facilities
Agreement to which such Assignee is a party, such Assignee hereby expressly maintains, which
the Assignor accepts, all its rights and privileges hereunder for the benefit
of its successor, in accordance with the terms of Article 1278 of the
(French) Civil Code (Code Civil) so
that each Assignment will secure the Secured Liabilities to the rateable
benefit of such successor, without further formalities.


 


9.             REPRESENTATIONS AND WARRANTIES 


 


9.1          Representations and
Warranties


 


The Assignor hereby
represents and warrants to the Assignees and the Security Agent that, except as expressly stated herein or in the Finance
Documents, that :


 


(a)           this
Agreement is valid, binding and enforceable against it and any of its assets
assigned hereunder in accordance with the terms hereof;


 


11

















 


(b)           the entry into and performance by it of, and the
transactions contemplated by, this Agreement, each Assignment Deed, do not and
will not conflict with its constitutional documents;


 


(c)           it has valid title and is the sole absolute legal
owner of the Eligible Receivables assigned or to be assigned to the
Beneficiaries hereunder;


 


(d)           its Assigned Receivables are not subject to any
Encumbrance, and it has not transferred, assigned, pledged, delegated or in any
way encumbered any of its Assigned Receivables other than pursuant to this
Master Agreement and no third party benefits from a right of opposition (droit d’opposition) and its Assigned Receivables are not
subject to any garnishment (saisie-arrêt)
or impediment (empêchement).


 


9.2          Time for
making representations and warranties


 


The representation and warranties set out in
Clause 9.1 are made on the date hereof and are deemed to be repeated on
the same days as the Repeated Representations are repeated under the Senior
Bridge Facilities Agreement and on each date an Assignment Deed is executed pursuant to the terms hereof,
in each case by reference to the facts and circumstances then existing.


 


10.          UNDERTAKINGS


 


10.1        Duration


 


The undertakings in this Clause 10 shall remain
in force throughout the Security Period.


 


10.2        No
Disposal – No Encumbrance


 


Until the Discharge Date, the Assignor will not dispose of, or, encumber
the Eligible Receivables otherwise than pursuant to, or as permitted under this
Agreement or the Senior Bridge Facilities Agreement.


 


10.3        Perfection of Assignment


 


On the
delivery date of each Assignment Deed, the Assignor will, at its own cost and
expense, perform all acts and execute all documents so that the Assignment
under each Assignment Deed constitutes a legal, valid, enforceable and binding
obligation against the relevant Assigned Debtors and any third party in any
jurisdiction to which the relevant Assigned Debtors are subject.


 


10.4        Delivery


 


The Assignor will deliver to the Assignees, throughout the Security Period, further
Assignment Deeds in accordance with the terms of Clause 3.2.


 


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11.          LIABILITY TO PERFORM


 


It is expressly agreed that the Assignor shall
remain liable to observe and perform all of the conditions and obligations
assumed by it in respect of its Assigned Receivables and the underlying
contracts and/or agreements supporting such Assigned Receivables as entered into between the Assignor and its
Assigned Debtors. Each Assignee and the Security Agent shall not have any liability in
connection with, or arising out of, this Master Agreement other than under
Clause 13 to the extent that any such liability under such Clause 13 is found
in a final, non-appealable judgment by a court of competent jurisdiction to
have resulted from such Assignee’s or the Security Agent’s gross negligence or
wilful misconduct, as the case may be. The Assignees and the Security Agent shall not be required
in any manner to perform or fulfil any obligation of the Assignor in
respect of Assigned Receivables and the underlying contracts and/or agreements
supporting the Assigned Receivables entered into between the Assignor and the
Assigned Debtors, or to make any payment or to present or file any claim or
take any other action to collect or enforce the payment of any amount to which
they may have been or to which they may be entitled hereunder at any
time or times.


 


 


12.          APPLICATION OF PROCEEDS


 


As
from the notification or acceptance of an assignment in accordance with
Clause 7.1 and Clause 7.2, all proceeds received by the Security Agent
acting on behalf of the Assignees and/or the Assignees in respect of, collection
from, or other realization upon all or any part of the Assigned
Receivables shall be applied as set out and in the order and priority set forth under the
Intercreditor Deed.


 


 


13.          COVENANT TO RELEASE


 


13.1        The Security Agent, acting on behalf of the Assignees,
shall, at the request and cost of the Assignor, release and cancel the
Assignment upon the occurrence of any of the following events:


 


(a)           the Secured Liabilities being
entirely and definitively repaid (independently of any intermediate or partial
repayments) and all commitments of the Assignees to provide financing under the
Senior Bridge Facilities Agreement having been terminated or having expired; or


 


(b)           the Assignor ceasing to be a Borrower under the
Senior Bridge Facilities Agreement.


 


13.2        Upon the occurrence of any of the following events,
the Security Agent, acting on behalf of the Assignees, shall, at the request
and cost of the Assignor, release and cancel the Assignment insofar as it
relates to the property and assets described below:


 


(a)           any Permitted Disposal or sale or
other dispositions otherwise permitted by the Senior Bridge facilities
Agreement of any property or assets that are subject to the Assignment;


 


13

















 


(b)           any sale or other disposition of any property
or assets that are subject to the Assignment where the Facility Agent or the
Security Agent has consented to the sale or disposition pursuant to any Finance
Document;


 


(c)           any sale or any other disposition of any
property or assets that are subject to the Assignment pursuant to a merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing
or sale and leaseback permitted by the Senior Bridge Facilities Agreement to
the extent necessary to ensure such merger, consolidation, reorganisation,
winding-up, securitisation, Take-Out Financing or sale and leaseback can take
place; or


 


(d)           the creation of any Permitted Encumbrance as
described in paragraph (x) of the definition of Permitted Encumbrances in the Senior
Bridge Facilities Agreement.


 


provided that, to the extent that any sale or
other disposition of such property or assets is a Permitted Disposal or a sale
or disposition otherwise permitted by the Senior Bridge Facilities Agreement,
the property or assets shall be automatically released from the Assignment with
effect from the day of such sale or other disposition.


 


13.3        In connection with any release or
cancellation described in Clause 13.1 or 13.2, the Security Agent and the
Assignees shall each do all such acts and things, at the cost of the Assignor,
as are reasonably requested by the Assignor in order to release and cancel the
Assignment.


 


14.          EXPENSES, INDEMNITIES AND TAXES


 


The
Assignor shall pay costs, fees, taxes and other amounts incurred by the
Assignees or the Security Agent in connection with the preparation,
negotiation, execution, enforcement and preservation of this Master Agreement
and each Assignment Deed on the same terms as under clause 27 of the Senior
Bridge Facilities Agreement.


 


15.          CHANGES TO THE PARTIES


 


All the rights, privileges, powers, discretions and authorities of the Assignees hereunder will benefit their respective successors
and permitted assignees and all terms, conditions, representations and
warranties and undertakings of the Assignor hereunder shall oblige its
successors and assignees in the same manner, it being agreed and understood
that:


 


(a)           the Assignor shall not assign, transfer, novate
or dispose of any of, or any interest in, its rights and/or obligations
under this Master Agreement and any Assignment Deed relating thereto, except as
otherwise permitted by the Finance Documents, and


 


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(b)           the Assignees and the Security Agent shall be entitled to
assign, transfer, novate or dispose of any of, or any interest in, their rights
and/or obligations hereunder to any successor only in accordance with the relevant provisions of the Senior
Bridge Facilities Agreement and provided that any successor shall be bound by
the provisions of this Master Agreement.


 


The provisions of this Agreement and the rights arising
therefrom shall remain in full force and effect and benefit to any successors,
permitted transferees or permitted assignees of a Beneficiary, without any
specific notice, registration or reiteration, in case, inter alios,
of any sale, merger, demerger, spin-off or assets contribution which an
Assignee may decide to effect. It is expressly agreed that an asset
contribution or a partial merger within the meanings of Articles L.236-1 et sequitur of the French Commercial Code shall be deemed to
be a transfer for the purpose of the present provision.


 


16.          PARTIAL INVALIDITY AND SEVERABILITY


 


16.1        If, at any
time, any provision hereof 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 hereof nor the legality, validity
or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.


 


16.2        In any case, even in the event of
such illegality, invalidity or enforceability, the parties shall negotiate in
good faith with a view to agreeing the replacement of such provision with a
provision which is legal, valid and enforceable and which is to the extent
applicable in accordance with the intents and purposes of this Master Agreement
and which in its economic effect comes as close as practicable to the provision
being replaced.


 


17.          NOTICES


 


Except
as specifically provided otherwise in this Master Agreement, all notices or
other communications under or in connection with this Master Agreement shall be
given to each party as specified in clause 42 of the Senior Bridge Facilities
Agreement.


 


18.          FRENCH LANGUAGE


 


The Assignment Deeds executed by the Assignor pursuant to this Master
Agreement shall be made in the French language and accompanied by an English
translation. The French language version of the Assignment Deeds shall prevail
over any English translation and shall be binding on the Assignor.


 


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19.          GOVERNING LAW AND JURISDICTION


 


19.1        Governing
law


 


This Master Agreement together with each Assignment
Deed made pursuant to this Master Agreement shall be governed by and construed
in accordance with French law.


 


19.2        Jurisdiction


 


For the benefit of the Assignees, the Assignor
agrees that the courts of France have jurisdiction to settle any disputes in
connection with this Master Agreement, each Assignment and each Assignment Deed
made pursuant to this Master Agreement and accordingly submits to the
jurisdiction of the Commercial Court of Paris (Tribunal de
Commerce de Paris).


 


20.          DURATION


 


The
Assignment made pursuant to this Agreement and the obligations of the parties
hereunder shall remain in force until the earlier of the following dates:

(i) the Discharge Date; or (ii) the date on which the Security Agent
shall release the Pledge in accordance with Clause 13.


 


21.          WAIVERS, REMEDIES CUMULATIVE


 


21.1        The
rights of the Assignees and the Security Agent under this Master Agreement:


 


(i)            may be
exercised as often as necessary;


 


(ii)           are
cumulative and not exclusive of its rights under general law; and


 


(iii)          may be
waived only in writing and specifically.


 


21.2        Delay
in exercising or non-exercise of any such right is not a waiver of that right.


 


 


Made in Paris


On 21 December, 2005


 


In as many original
copies as parties to this Agreement


 


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The
Assignor


 


EQUIPOLE
FINANCE SERVICES


 


 


	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  	
   

  
	
  duly authorised
  for the purpose of this Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Security Agent

  	
   

  
	
   

  	
   

  
	
  BNP
  PARIBAS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
  duly authorised for the purpose of this Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Assignees

  	
   

  
	
  As represented
  by the Security Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
  duly authorised for the purpose of this Agreement

  	
   

  



 


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