Exhibit 4.5.56


 




 





 


SHARE
PLEDGE AGREEMENT


 


between


 


HERTZ
HOLDINGS SOUTH EUROPE SRL


ROME,
ITALY


 


and


 


BNP
PARIBAS


PARIS,
FRANCE


 


and


 


THE
FINANCIAL INSTITUTIONS NAMED IN SCHEDULE 1


 




 





 


relating
to the


 


 


The
pledge of the entire share capital of Hertz AG


 

















 


INDEX


 


	
  1.

  	
  INTERPRETATION

  	
  4

  
	
  2.

  	
  PLEDGE AND
  PLEDGOR’S OBLIGATIONS

  	
  6

  
	
  3.

  	
  RIGHTS AND
  OBLIGATIONS OF THE PLEDGEE

  	
  8

  
	
  4.

  	
  REMEDIES
  UPON OCCURRENCE OF AN ENFORCEMENT EVENT

  	
  8

  
	
  5.

  	
  RELEASE OF
  THE PLEDGED ASSETS

  	
  10

  
	
  6.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  11

  
	
  7.

  	
  POWERS OF ATTORNEY

  	
  11

  
	
  8.

  	
  ASSIGNMENTS
  AND TRANSFERS

  	
  11

  
	
  9.

  	
  EFFECTIVENESS
  OF PLEDGE

  	
  12

  
	
  10.

  	
  COSTS AND
  EXPENSES

  	
  12

  
	
  11.

  	
  NOTICES

  	
  12

  
	
  12.

  	
  SUCCESSOR
  AGENT

  	
  13

  
	
  13.

  	
  SEVERABILITY

  	
  13

  
	
  14.

  	
  WAIVERS AND
  MODIFICATIONS

  	
  14

  
	
  15.

  	
  COUNTERPARTS

  	
  14

  
	
  16.

  	
  LAW AND
  JURISDICTION

  	
  14

  
	
  SCHEDULE 1

  	
  18

  
	
  SCHEDULE 2

  	
  19

  
	
  SCHEDULE 3

  	
  20

  



 

















 


THIS AGREEMENT (THE
“AGREEMENT”) IS MADE BETWEEN:


 


(1)           HERTZ HOLDINGS SOUTH EUROPE
SRL, a company incorporated
in Italy, having its registered office at Viale Leonardo da Vinci n. 421,
00145 Rome, Italy (the “Pledgor”)
of the one part;


 


and


 


(2)           BNP PARIBAS, a company incorporated under the laws of
France, having its seat at 3 rue d’Antin, 75 078 Paris Cedex 02, France
referred to in the Senior Bridge Facilities Agreement dated December 21, 2005
as the Security Agent (the “Security Agent”),
and


 


(3)           THE FINANCIAL INSTITUTIONS
NAMED IN SCHEDULE 1 (the “Finance Parties”) of the second part.


 


WHEREAS


 


(A)          The Banks have made available certain bank facilities to the Borrowers
under a Senior Bridge Facilities Agreement entered into between, inter alia
Hertz International, Ltd., the Original Borrowers, the Original Guarantors, BNP
Paribas, The Royal Bank of Scotland plc, Calyon and the Banks dated December
21, 2005 (the “Senior Bridge Facilities
Agreement”).


 


(B)           The Borrowers have agreed to secure their obligations to the Banks and
the other Finance Parties (as defined in the Senior Bridge Facilities
Agreement) in connection with such financing with security interests in, and
liens on, certain of their respective properties and assets, whether real or
personal, tangible or intangible, as more specifically provided for herein and
in the Security Documents (as defined in the Senior Bridge Facilities
Agreement).


 


(C)           Each of the Guarantors (as defined in the Senior Bridge Facilities
Agreement) has agreed to guarantee the performance of certain obligations by
Hertz Italiana S.p.A (the “Italian Opco”)
under the Senior Bridge Facilities Agreement, within the limits set forth
therein, and to secure such guarantee with security interests in and liens upon
certain of its properties and assets, as more specifically provided for herein
and in the Security Documents.


 


(D)          The Pledgor has agreed to pledge the entire share
capital of Hertz AG, a company
incorporated in Switzerland, having its registered office at Ifangstrasse 8,
8952 Schlieren, Switzerland (“Hertz”).


 


3

















 


IT IS
AGREED as follows:


 


1.             INTERPRETATION


 


1.1          In
this Agreement:


 


“Business Day” shall mean a day on which the commercial banks
in Zurich and Rome are open for normal business transactions;


 


“Company” means Hertz;


 


“Dividends” means all dividend payments resolved by the
shareholders’ meeting of the Company and effected by the board of directors of
the Company whether in cash or in the form of additional shares in such Company
(stock dividend) or in any other form;


 


“Enforcement” means the realization of the Pledged Assets;


 


“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 Section 23.16(a) (Acceleration and Cancellation) of the
Senior Bridge Facilities Agreement;


 


“Last  Dividend Payment
Date” means in respect of the
Shares the date on which Dividends or Secondary Consideration were last paid or
delivered to the Pledgor in
accordance with Swiss law;


 


“Lex  Friedrich”
means the Federal Law on Acquisition of Real Property by Foreigners dated
December 16, 1984, as amended;


 


“Participation Rights” shall mean Partizipationsscheine and Genussscheine
within the meaning of articles 656a et seq. and article 657 CO of the Company
issued as of the date of this Agreement or to be issued in the future;


 


“Pledge” means the pledge pursuant to Art. 884 et seq. of the
Swiss Civil Code of the Shares as well as the Dividends and Secondary
Consideration that may accrue under the Shares from the Last Dividend Payment
Date until the date on which Enforcement takes place;


 


4

















 


“Pledged  Assets”
means the Shares, Dividends and Secondary Consideration that are or will be
pledged to the Security Agent under
this Agreement as security for the Secured Liabilities;


 


“Secondary  Consideration”
means all consideration of any kind (bonus, shares, etc.) other than Dividends
to which the Pledgor may become
entitled by virtue of its ownership of the Shares;


 


“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 Italian Opco as Borrower to
the Finance Parties (or any of them) under the A1 Tranche (other than the A1
Non-Guaranteed Tranche) under the Senior Bridge Facilities Agreement, as and to
the extent that the amount of such obligations and liabilities may be limited
pursuant to Section 24.14 (Italian
Guarantors) of the Senior Bridge Facilities Agreement;


 


“Shares” means the shares in the Company owned now or in the
future by the Pledgor and
representing the entire share capital of the Company, evidenced by the share
certificates listed in Schedule 2 to this Agreement, and all securities
whatsoever which may substitute the Shares whether by operation of law or
otherwise now or hereafter as well as all further shares, participation
certificates or other securities that will be issued in the Pledgor’s favor by the Company after the date
hereof;


 


“Subscription Rights” shall mean the Pledgor’s preemptive right
(Bezugsrecht) and advance
subscription right (Vorwegzeichnungsrecht) in
connection with the issuance of Shares or Participation Rights, or the creation
of authorized or conditional share capital by the Company.


 


1.2          Unless
defined otherwise herein, capitalized terms and expressions used herein shall
have the meaning ascribed to them in the Senior Bridge Facilities Agreement.


 


1.3          In this Agreement, (a) a person includes its
successors and assigns; (b) headings are for convenience of reference only and
are to be ignored in construing this Agreement and (c) references to any
agreement or document are references to that agreement or document as amended,
varied, supplemented, substituted or novated from time to time, in accordance
with its terms.


 


1.4          In the event of any inconsistency between the
terms of this Agreement and the Senior Bridge Facilities Agreement, the terms
of this Agreement shall prevail.


 


5

















 


2.             PLEDGE AND PLEDGOR’S
OBLIGATIONS


 


2.1          The Pledgor agrees (i) to pledge on a first
ranking basis to the Security Agent (acting for itself and on behalf of the
Finance Parties) all present and future Shares, Dividends and Secondary
Consideration as security for the Secured Liabilities until such time as the
Pledged Assets have been released in accordance with Section 5, (ii) to perfect
the Pledge on the date hereof.


 


2.2          For the purpose of perfecting the Pledge, the
Pledgor hereby pledges to the Security Agent (acting for itself and on behalf
of the Finance Parties), who accepts such Pledge, all existing Shares,
Dividends and Secondary Consideration and hereby delivers to the Security Agent
the following documents:


 


2.2.1       the certificates representing the Shares,
duly endorsed in blank;


 


2.2.2       an up to date copy of the Company share
register evidencing that the Pledgor is appropriately recorded as owner of the
Company’s shares and containing the mention that the Company’s shares are
pledged in favor of the Security Agent.


The Security Agent will acknowledge
receipt of the above mentioned documents by signing and delivering to the
Pledgor a confirmation substantially in the form of Schedule 3.


 


2.3          The Pledgor agrees and undertakes as follows:


 


2.3.1       to execute all such documents or instruments
and do any act (including registrations, filings or the like) that the Security
Agent may reasonably request for the protection or perfection of the Pledge
conferred herewith in favor of the Finance Parties;


 


2.3.2       except as provided for by mandatory
provisions of Swiss law or as permitted under the Senior Bridge Facility
Agreement, not to create or allow to subsist any security interest over or in
respect of the Pledged Assets or otherwise sell, transfer or dispose of the
Pledged Assets or permit to be done, anything which would foreseeably
depreciate, jeopardize or otherwise directly or indirectly prejudice the
security over the Pledged Assets created hereunder;


 


2.3.3       in the case of the issuance of new Shares, to
forthwith deliver all new Shares or share certificates in respect of the new
Shares to the Security Agent, which Shares shall become part of the Pledged
Assets under the present Agreement;


 


2.3.4       to ensure that all material documents,
notices and other information in respect of the Shares, including the original
share certificates duly endorsed (whenever required), be delivered to the
Security Agent;


 


6

















 


2.3.5       to refrain from causing the distribution,
payment or delivery of any Secondary Consideration, except as permitted under
the Senior Bridge Facilities Agreement;


 


2.3.6       to cooperate with the Security Agent (acting
for itself and on behalf of the Finance Parties) in case of Enforcement with
regard to the transfer of the Pledged Assets to a purchaser in accordance with
the terms of Section 4 of this Agreement;


 


2.3.7       to abstain from voting in favor of any
resolution as regards the Company whereby:


 


•      the Company’s current corporate purpose
provisions would be amended to an extent which would adversely affect the
rights of the Security Agent and the Finance Parties hereunder, including the
right to enforce the security interest created hereunder;


 


•       such resolutions would violate or be inconsistent with any term of
this Agreement or the Senior Bridge Facilities Agreement;


 


unless  the Security Agent, acting for itself and on
behalf of the Finance Parties, has granted its prior written consent.


 


2.4          Until the occurrence of an Enforcement
Event, the Pledgor shall be entitled to:


 


2.4.1       receive and retain all Dividends,
distributions and other moneys paid on or derived from the Shares and the
Secondary Consideration (subject always to the terms of the Senior Bridge
Facilities Agreement), and the Security Agent (acting for itself and on behalf
of the Finance Parties) undertakes to do all acts and things and to permit all
acts and things to be done which are necessary to enable the Pledgor to collect
such Dividends and other moneys paid directly from the Company; and


 


2.4.2       exercise all voting and other rights and powers
attached to the Shares and the Secondary Consideration provided that it will
not exercise any such voting rights or powers in a manner prejudicial to the
interests of the Security Agent or the Finance Parties under this Agreement and
the Senior Bridge Facilities Agreement, and the Security Agent (acting for
itself and on behalf of the Finance Parties) undertakes to do all acts and
things and to permit all acts and things to be done which are necessary for the
Pledgor to exercise its voting rights in the Shares.


 


2.5          All rights of the Pledgor to vote or give
consent or take any other action as shareholder of the Company, or to receive
Dividends directly from the Company shall cease after the occurrence of an
Enforcement Event, in which case the Security Agent or the new


 


7

















 


acquiror, as the case may
be, shall be entitled to receive Dividends and to vote or give consent or take
any other action as shareholder of the Company.


 


2.6          Subscription Rights shall remain with the
Pledgor, provided, however, that all Shares, Participation Rights and other
rights acquired by the Pledgor upon exercise of Subscription Rights shall be
deemed to be pledged pursuant to Section 2.1 and all share certificates and
other documents representing such Shares, Participation Rights and other rights
shall be transferred to the Security Agent pursuant to Section 2.2, in the case
of registered shares by share certificates duly endorsed.


 


3.             RIGHTS AND OBLIGATIONS OF
THE PLEDGEE


 


3.1          Save as otherwise agreed hereunder, the
Security Agent shall keep the Pledged Assets in its possession for itself and
on behalf of the Finance Parties.


 


3.2          The Security Agent shall not misuse any of
its rights hereunder or as possessor of the Pledged Assets and shall not take
any action being inconsistent with the terms of this Agreement or the Senior
Bridge Facilities Agreement.


 


4.             REMEDIES
UPON OCCURRENCE OF AN ENFORCEMENT EVENT


 


4.1          Upon occurrence of an Enforcement Event, the
Security Agent shall be entitled to the following remedies, at its election:


 


4.1.1       sell to third parties not affiliated to the
Pledgor and/or the Finance Parties, respectively, all or part of the Pledged
Assets in public or private sale and apply the proceeds thereof to the discharge
of the Secured Liabilities, being understood that the Security Agent shall act
in good faith with a view to sell the Pledged Assets at fair value given all
the circumstances. In the event of a public or private auction of the Pledged
Assets, the Security Agent shall simultaneously provide the Pledgor with a copy
of the information provided to the prospective buyers in anticipation of such
auction; moreover, in the event of a private sale, the Security Agent shall
inform the Pledgor prior to executing any binding sale agreement of the terms
and conditions of such sale. It is understood that the mere failure of the
Security Agent to provide the Pledgor with the information set forth in this
section shall not in itself give rise to any liability on the part of the
Security Agent; or


 


8

















 


4.1.2       initiate enforcement proceedings with respect
to the Pledged Assets pursuant to any applicable official Swiss enforcement
procedure including, as the case may be, pursuant to the Swiss Federal Law on
Debt Collection and Bankruptcy and apply the proceeds thereof to the discharge
of the Secured Liabilities; or


 


4.1.3       acquire from the Pledgor all or part of the
Pledged Assets for cash consideration equal to the fair market value of the
Pledged Assets, such fair market value to be computed by an independent expert
using a valuation methodology generally recognized as standard market practice
in the field of corporate finance (i.e. Discounted Cash Flow method and
variations thereof), it being understood that the Security Agent (acting for
itself and on behalf of the Finance Parties) will be entitled to set off the
proceeds of such acquisition against the Secured Liabilities.


 


The Pledgor
expressly confirms its agreement with the remedy granted to the Security Agent
under Section 4.1.3. The Pledgor acknowledges that the price at which all or
part of the Pledged Assets may be purchased by the Security Agent pursuant to
Section 4.1.3 will be based on the value of the Company as computed by an
independent expert using a valuation methodology, which is known to the Pledgor
and considered by it to be fair and which is customarily used at that time to
establish the value of businesses in that industry. The Pledgor recognizes that
should the Security Agent decide to pursue the remedy granted under Section
4.1.3, its interests as Pledgor and debtor would be protected in an appropriate
manner. If the parties cannot agree on the person or entity acting as
independent expert in accordance with this Section 4.1.3, the independent
expert shall be an experienced international accounting firm appointed by the
President of the Zurich Chamber of Commerce.


 


4.2          After the sale or disposal of the Pledged
Assets, the Security Agent shall account for the sale in accordance with the
provisions of the Intercreditor Deeds (as defined in the Senior Bridge
Facilities Agreement) and provided that the Secured Liabilities have been
satisfied in full, any surplus of the sale or disposal shall be returned to the
Pledgor.


 


4.3          The Security Agent shall be entitled to
allocate in its entire discretion the proceeds collected pursuant to Section
4.1 and 4.2 in discharging the Secured Liabilities which have become
immediately due and payable, regardless of the debtor or nature (principal or
interest) of such Secured Liabilities.


 


9

















 


5.             RELEASE OF THE PLEDGED
ASSETS


 


5.1          Upon (a) the Secured Liabilities being
discharged in full and none of the Finance Parties being under any further
actual or contingent obligation to make advances or provide other financial
accommodation to the Obligors 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
Pledged Assets or any remainder thereof shall be released to the Pledgor or
such other party as designated by the Pledgor.


 


5.2          In connection with (a) any Permitted Disposal
of any Pledged Assets, (b) any sale or other disposition of any Pledged Assets
otherwise permitted by the Senior Bridge Facilities Agreement, (c) any sale or
other disposition of any Pledged Assets where the Security Agent has consented
to the disposal pursuant to the Senior Bridge Facilities Agreement, (d) any
sale or any other disposition of any Pledged Assets pursuant to a merger,
consolidation, reorganization, winding-up, securitization, Take-Out Financing
or sale and leaseback permitted by the Senior Bridge Facilities Agreement to
the extent necessary to ensure such merger, consolidation, reorganization,
winding-up, securitization, Take-Out Financing or sale and leaseback takes
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 Pledgor,
release the Pledged Assets or any remainder thereof to the Pledgor, provided
that, to the extent that the disposal of such 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 with effect from the day
of such disposal and the Security Agent shall, at the cost of the Pledgor, do
all such acts which are reasonably requested by the Parent and/or the Pledgor
in order to release such Pledged Assets.


 


5.3          Any Pledged Assets to be released to the
Pledgor or any third party as designated by the Pledgor in accordance with
Section 5.1 shall be delivered, net of any transfer taxes or other expenses in
connection with such return or release. The
Security Agent shall not be deemed to have made any representation or warranty
with respect to any Pledged Assets so released, except that such Pledged Assets
are free and clear, on the date of release, of any and all liens, charges and
encumbrances arising from the Security Agent’s acts.


 


10

















 


6.             REPRESENTATIONS AND
WARRANTIES


 


6.1          Without prejudice to the representations and
warranties made under the Senior Bridge Facilities Agreement, the Pledgor
represents and warrants to the Security Agent that:


 


6.1.1       it is the sole, legal and beneficial owner of
the Shares and such Shares are free of any lien, or third party security
interest or other charge or encumbrance of any kind or any other type of
preferential arrangement except for the security interest created by the
present Agreement, or as otherwise permitted under the Senior Bridge Facilities
Agreement;


 


6.1.2       this Agreement constitutes (i) the Pledgor’s
legal, valid and binding obligations enforceable against it pursuant to its
terms and (ii) a valid and effective pledge of the Pledged Assets in favor of
the Security Agent and the Finance Parties;


 


6.1.3       the Shares have been validly issued and are
fully paid; and


 


6.1.4       no approval is required under the Lex
Friedrich to grant a valid, binding and legally enforceable Pledge in respect
of the Pledged Assets to the Security Agent.


 


7.             POWERS OF ATTORNEY


 


The Pledgor
authorizes the Security Agent to be its attorney and in its name, on its behalf
and as its act to execute, deliver and perfect all documents and do all things
that are necessary for carrying out any obligation imposed on the Pledgor under
this Agreement, provided that the Pledgor does not carry out such obligation in
due time in accordance with the terms of this Agreement or exercising any of
the rights conferred on the Security Agent by this Agreement or by law, in
particular in connection with a private realization (Private Verwertung (Selbstverkauf)) but in any case only
after the occurrence of an Enforcement Event.


 


8.             ASSIGNMENTS AND TRANSFERS


 


The rights and obligations
of the Pledgor under this Agreement may not be assigned or transferred without
the prior written consent of the Security Agent. The assignment of the rights
and obligations of the Security Agent shall be restricted to and made in
accordance with Section 12 below. Nothing in this Agreement shall be construed
as limiting the right of the Finance Parties to assign their rights and
obligations under the Senior Bridge Facilities Agreement in accordance with
Section 36 of the Senior Bridge Facilities Agreement.


 


11

















 


9.             EFFECTIVENESS OF PLEDGE


 


9.1          The security constituted by the Pledge under
this Agreement shall be cumulative, in addition to and independent of every
other security which the Security Agent or the Finance Parties may at any time
hold for the Secured Liabilities or any rights, powers and remedies provided by
law.


 


9.2          No failure on the part of the Security Agent
to exercise, or delay on its part in exercising, any rights hereunder shall
operate as waiver thereof, nor shall any single or partial exercise of any
rights hereunder preclude any further or other exercise of that or any other
rights.


 


9.3          The Security Agent shall not be liable by
reason of taking any action permitted by this Agreement.


 


10.          COSTS AND EXPENSES


 


The Pledgor shall bear all
costs, fees and expenses incurred by the Finance Parties or the Security Agent
in connection with the negotiation, execution or enforcement of this Agreement
to the extent required by Section 27 (Costs
and Expenses) of the Senior Bridge Facilities Agreement.


 


11.          NOTICES


 


All notices or other communications
made or given in connection with this Agreement shall be made by facsimile or
letter as follows:


 


a)          if to the Pledgor


 


	
  Hertz
  Holdings South Europe Srl

  
	
  Address
  :

  	
   

  	
  Viale Leonardo da Vinci
  n. 421

  
	
   

  	
   

  	
  00145 Rome, Italy

  
	
  Tel.

  	
   

  	
  +39 06 542941

  
	
  Fax.

  	
   

  	
  +39 06 5415226

  
	
  Attn.

  	
   

  	
  The Board of Directors

  
	
   

  	
   

  	
   

  
	
  With copy to:

  
	
  Bonelli
  Erede Pappalardo LLP

  
	
  Address:

  	
   

  	
  St. Olave’s House

  
	
   

  	
   

  	
  9a Ironmonger Lane

  



 


12

















 


	
  Tel
  

  	
   

  	
  EC2V 8EY London 

  
	
  Fax.
  

  	
   

  	
  +44 2077763488 

  
	
   

  	
   

  	
  +44
  2077763468

  
	
  Attn.

  	
   

  	
  Avv. R. Sallustio

  



 


b)         if to the Security Agent


 


	
  BNP Paribas

  	
   

  	
   

  
	
  Address:

  	
   

  	
  3
  rue d’Antin

  
	
   

  	
   

  	
  75
  078 Paris Cedex 02

  
	
  Tel:

  	
   

  	
  +33
  1 43 16 97 25

  
	
  Fax:

  	
   

  	
  +33
  1 42 98 42 98

  
	
  Attn:

  	
   

  	
  Violaine
  Delaunay

  



 


or to such other address or facsimile numbers as is notified in writing
from time to time by one party to the other party under this Agreement.


 


Any notice, request, demand or other communication under this Agreement
will be considered as received (i) on the effective date of receipt, if
delivered personally, (ii) on the date written on the delivery receipt if sent
by registered letter with return receipt or (iii) on the date written on the
fax communication receipt if sent by fax.


 


Each notice, communication and document given under or in connection
with this Agreement shall be in English or, if not, accompanied by an accurate
translation thereof which has been confirmed by authorized signatory of the
party giving the same as being a true and accurate translation.


 


12.          SUCCESSOR AGENT


 


If a successor of the
Security Agent is appointed pursuant to Section 34.12 of the Senior Bridge
Facilities Agreement, the parties hereto shall enter into an agreement whereby
the Security Agent is replaced by the successor agent as party to this
Agreement.


 


13.          SEVERABILITY


 


If any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction,
this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or 


 


13

















 


enforceability in any other
jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in good faith to replace the relevant provision by another
provision reflecting as closely as possible the original intention and purpose
of the parties.


 


14.          WAIVERS AND MODIFICATIONS


 


This Agreement may be
terminated, amended or modified only specifically and in writing signed by the
parties hereto, or as otherwise provided in the Senior Bridge Facilities
Agreement.


 


15.          COUNTERPARTS


 


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


 


16.          LAW AND JURISDICTION


 


16.1        This Agreement shall be governed by and
construed in accordance with the substantive laws of Switzerland.


 


16.2        Subject to the subsequent paragraph, the
Commercial Court of the Canton of Zurich (Handelsgericht
des Kantons Zürich), Switzerland, shall have exclusive jurisdiction
for all disputes, differences or controversies relating to, arising from or in
connection with this Agreement.


 


16.3        Notwithstanding the foregoing, any legal
action or proceeding with respect to this Agreement may be brought in the
courts of England or any other competent court having jurisdiction under the
Senior Bridge Facilities Agreement, provided that a legal action or proceeding
under the Senior Bridge Facilities Agreement is already pending before such
court or a claim under the Senior Bridge Facilities Agreement is submitted
simultaneously with a claim in respect to this Agreement to such court. By
execution and delivery of this Agreement, the Pledgor hereby accepts for itself
and in respect of its property, subject to the aforementioned condition, the
jurisdiction of the aforesaid courts. 
The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum  non
conveniens, that any of them may
now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.


 


14

















 


16.4        The Pledgor hereby irrevocably designates,
appoints and empowers Hertz Europe Limited, Hertz House, 11 Vine Street,
Uxbridge, Middlesex UB8 1QE, UK in the case of any suit, action or proceeding
brought in England as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and in respect of its property, service of
any and all legal process, summons, notices and documents that may be served in
any action or proceeding arising out of, or in connection with, this Agreement.
Such service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the
Process Agent at the Process Agent’s above address, and the Pledgor hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf.


 


THE REMAINDER OF THIS PAGE HAS BEEN
INTENTIONALLY LEFT BLANK


THE FOLLOWING TWO PAGES ARE THE SIGNATURE
PAGES


 


15

















 


SIGNATURE PAGE


 


BNP Paribas

as Security Agent for itself and on behalf
of the Finance Parties


 


 


	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
   

  	
  Name: 

  	
  Iyadh Laalai

  
	
   

  	
  Title:

  	
  Senior Structurer

  
				



 


16

















 


SIGNATURE PAGE


 


 


Hertz Holdings South Europe Srl,

as Pledgor


 


 


	
  By: 

  	
  /s/ Sandro Florin

  	
   

  
	
  Name:

  	
  Sandro Florin

  
	
  Title:

  	
  Vice-President Regional
  Operations & Quality Assurance Hertz Europe

  
				



 


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