Exhibit 4.5.38


 


DEED OF DISCLOSED PLEDGE


 


OF


 


RECEIVABLES


 


between


 


Stuurgroep Holland B.V.


as Pledgor


 


and


 


BNS Automobile Funding B.V.


 


and


 


BNP Paribas as Security Agent


 


as Pledgees


 






 





 


Strawinskylaan
1999


1077
XV Amsterdam


 






 


21
December 2005


 

















 


Execution Copy


 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  3

  
	
  2.

  	
  PARALLEL
  DEBT

  	
  8

  
	
  3.

  	
  CREATION OF
  PLEDGE OVER RECEIVABLES

  	
  9

  
	
  4.

  	
  INFORMATION
  UNDERTAKING

  	
  9

  
	
  5.

  	
  FURTHER
  ASSURANCES AND NOTICE TO THIRD PARTIES

  	
  10

  
	
  6.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  10

  
	
  7.

  	
  GENERAL
  UNDERTAKINGS

  	
  11

  
	
  8.

  	
  NOTIFICATION
  TO BANKS, INSURER, AND THE TAX INSPECTOR

  	
  12

  
	
  9.

  	
  PAYMENT
  INSTRUCTIONS AND AUTHORITY TO COLLECT

  	
  12

  
	
  10.

  	
  IMMEDIATE
  FORECLOSURE

  	
  13

  
	
  11.

  	
  APPLICATION
  OF PROCEEDS

  	
  13

  
	
  12.

  	
  CONTINUING
  SECURITY AND OTHER MATTERS

  	
  13

  
	
  13.

  	
  CONFLICT

  	
  14

  
	
  14.

  	
  TERMINATION
  AND RELEASE OF PLEDGE

  	
  14

  
	
  15.

  	
  LIABILITY

  	
  15

  
	
  16.

  	
  COSTS AND
  INDEMNIFICATION

  	
  16

  
	
  17.

  	
  POWER OF
  ATTORNEY

  	
  16

  
	
  18.

  	
  GENERAL

  	
  17

  
	
  19.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  19

  



 


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  THE UNDERSIGNED

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Stuurgroep Holland B.V. a
  private company with limited liability, organised under the laws of the
  Netherlands, having its registered office at Amsterdam (the “Pledgor”);

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  BNS Automobile Funding B.V., a private company with limited liability
  organised under the laws of the Netherlands, having its registered office at
  Amsterdam, hereinafter referred to as: “BNS”;
  and

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  BNP
  Paribas, a company organised under the laws of France, acting
  in its capacity of Security Agent, hereinafter
  referred to as: “BNP”, and
  jointly with BNS hereinafter referred to as: the “Pledgees”.

  
	
   

  	
   

  	
   

  
	
  WHEREAS

  
	
   

  	
   

  	
   

  
	
  A.

  	
   

  	
  the Pledgor has or will have payment
  obligations towards BNS under or pursuant to the loan agreement entered into
  by BNS, as lender, and Pledgor, as borrower, dated on or about 21 December
  2005, (the “Loan Agreement”);

  
	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  the Pledgor has or will have payment
  obligations towards BNP under or pursuant to the Bridge Facilities Agreement
  (as hereinafter defined);

  
	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  the Pledgor has agreed to enter into this
  Deed as security for the payment when due of the payment obligations referred
  to under A and B;

  
	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  The Pledgor and the Pledgees acknowledge that
  BNS shall pledge its claims referred to under A to BNP Paribas as security
  for the Bridge Facilities Agreement, including, without limitation, all
  accessory rights (afhankelijke rechten)
  and all ancillary rights (nevenrechten)
  which include (its share in) the rights of pledge contemplated in this Deed.

  
	
   

  	
   

  	
   

  
	
  HAVE AGREED AS FOLLOWS

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  
	
   

  	
   

  	
  In this Deed:

  



 


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  “Account”

  	
   

  	
  means each account of the
  Pledgor with an Account Bank Debtor.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Account Bank Debtor”

  	
   

  	
  means a bank in relation
  to an Account, as specified under 1A in Schedule 1.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Account Receivables”

  	
   

  	
  means all rights and
  receivables the Pledgor has or will from time to time have against an Account
  Bank Debtor as these are or will be reflected from time to time in the
  balance of the Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Article”

  	
   

  	
  means an article of this
  Deed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Bank Debtor”

  	
   

  	
  means a bank in relation
  to a Bank Guarantee, as specified under 1B in Schedule 1.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Bank Guarantee Receivables”

  	
   

  	
  means any of the Pledgor’s
  receivables (vorderingen) and
  any other rights against the Bank Debtor which exist or may arise from or in
  connection with a Bank Guarantee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Bank Guarantee”

  	
   

  	
  means a guarantee issued
  by a Bank Debtor in favour of the Pledgor in relation to a Buy Back
  Receivable.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Bridge Facilities Agreement”

  	
   

  	
  means the senior bridge
  facilities agreement dated the 21st day of December two thousand and five
  between, among others, Hertz International, Ltd., the Borrowers (as defined
  therein), the Guarantors (as defined therein), BNP Paribas and The Royal Bank
  of Scotland Plc. as Mandated Lead Arrangers, CALYON as Co-Arranger and BNP
  Paribas as Facility Agent and the other financial institutions named therein.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Buy Back Receivables”

  	
   

  	
  means any of the Pledgor’s
  receivables (vorderingen) and
  any other rights against the Buy Back Agreement Debtor which exist or may
  arise from or in connection with the Buy 

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  Back Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Principal Obligations”

  	
   

  	
  means all present and
  future monetary payment obligations (vorderingen
  tot voldoening van een geldsom) (whether actual or contingent and
  whether owed jointly or severally or in any other capacity whatsoever) of the
  Pledgor to the Finance Parties or any one or more of them under or pursuant
  to the Finance Documents (as defined in the Bridge Facilities Agreement).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Debtor”

  	
   

  	
  means an (i)Account Bank
  Debtor; (ii) Bank Debtor; (iii) Insurance Company; and (iv) Tax
  Inspector, as the case may be and as specified in
  Schedule 1 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Deed”

  	
   

  	
  means this deed of
  disclosed pledge of Receivables. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Enforcement Event”

  	
   

  	
  a default (verzuim) of the Pledgor with respect to
  the Secured Liabilities, within the meaning of article 3:248 NCC, provided
  that an Event of Default has occurred which is continuing and has not been
  waived under the Bridge Facilities Agreement and has resulted in the Facility
  Agent serving a notice under Clause 23.16 (Acceleration and Cancellation) of the Bridge Facilities
  Agreement. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Event of Default”

  	
   

  	
  has the meaning given to
  that term in the Bridge Facilities Agreement. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Insurance Company”

  	
   

  	
  means an insurance company
  in relation to an Insurance Policy, as specified under 1C in Schedule 1. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Insurance Policy”

  	
   

  	
  means the insurance policy
  taken out by the

  



 


5

















 


	
   

  	
   

  	
   

  	
   

  	
  Pledgor with the Insurance
  Company in respect of the Pledgor. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Insurance Receivables” 

  	
   

  	
  means any the Pledgor’s
  receivables (vorderingen) and
  any other rights against the Insurance Company which exist or may arise from
  or in connection with the Insurance Policy. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “NCC”

  	
   

  	
  means the Netherlands
  Civil Code. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Parallel Debt”

  	
   

  	
  means the Parallel Debt as
  defined in Article 2. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Party”

  	
   

  	
  means a party to this
  Deed. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Receivables” 

  	
   

  	
  means, with respect to the
  Pledgor its (i)Account Receivables; (ii)
  Bank Guarantee Receivables; (iii) Insurance Receivables; and (iv) VAT
  Receivables. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Schedule”

  	
   

  	
  means a schedule to this Deed. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Security”

  	
   

  	
  means a mortgage, charge,
  pledge, lien or other security interest securing any obligation of any person
  or any other agreement or arrangement having a similar effect. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Secured Liabilities”

  	
   

  	
  means (i) in respect of
  BNS all present and future monetary payment obligations (vorderingen tot voldoening van een geldsom)
  (whether actual or contingent and whether owed jointly or severally or in any
  other capacity whatsoever) of the Pledgor to BNS under or pursuant to the
  Loan Agreement and (ii) in respect of BNP the Parallel Debt. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Tax Inspector”

  	
   

  	
  means the relevant tax
  inspector, as specified under 1D in Schedule 1. 

  



 


6

















 


	
   

  	
   

  	
  “VAT Receivables”

  	
   

  	
  means any the Pledgor’s
  receivables (vorderingen) and
  any other rights against the Tax Inspector.

  



 


1.2          Interpretation


 


a.             Unless the context otherwise requires or unless
otherwise defined in this Deed, words and expressions defined in the Bridge
Facilities Agreement have the same meanings when used in this Deed.


 


b.            Words denoting the singular include the plural
and vice versa. Words denoting one gender include the other gender.


 


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


 


d.            No provision of this Deed is to be interpreted
adversely against a Party solely because that Party was responsible for
drafting that particular provision.


 


e.             English language words used in this Deed intend
to describe Netherlands legal concepts only and the consequences of the use of
those words in English law or any other foreign law are to be disregarded.


 


f.             The headings in this Deed are for construction
purposes as well as for reference.


 


g.            References in this Deed to the Finance
Documents and the Loan Agreement will be deemed to include references to these
agreements as they may be varied, amended, modified, novated or restated from
time to time (including by way of increase of the facilities made available
under them or accession or retirement or the parties to these agreements).
Similarly, references in this Deed to Secured Liabilities will be deemed to
include any obligations which the Pledgor may have to the respective Pledgees
under or in connection with the Loan Agreement or the Finance Documents as they
may be so varied, amended, modified, novated or restated from time to time.


 


7

















 


h.            This Deed intends to create separate and
individual rights of pledge provided by the Pledgor as security for the payment
when due of the Secured Liabilities of the Pledgor.


 


1.3          Schedules


 


Any Schedule forms an integral and inseparable
part of this Deed.


 


2.            PARALLEL DEBT


 


2.1          The Pledgor hereby
irrevocably and unconditionally undertakes to pay to BNP an amount equal to the
aggregate amount payable by the Pledgor in respect of its Principal Obligations
as they may exist from time to time. The payment undertaking of the Pledgor to
BNP under this Article 2 is hereinafter to be referred to as the “Parallel Debt”.


 


2.2         The Parallel Debt of
the Pledgor will become due and payable (opeisbaar) as and when one or more of
the Principal Obligations of the Pledgor become due and payable.


 


2.3          Each of the Parties
hereby acknowledges that:


 


i.              the Parallel Debt
constitutes an undertaking, obligation and liability of the Pledgor to BNP
which is separate and independent from, and without prejudice to, the Principal
Obligations; and


ii.             the Parallel Debt
represents BNP’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the
Parallel Debt from the Pledgor it being understood, in each case, that pursuant
to subsection a. of this Article the amount which may become payable by the
Pledgor as its Parallel Debt shall never exceed the total of the amounts which
are payable under the Principal Obligations of the Pledgor.


 


2.4          For the avoidance of
doubt, the Parties confirm that in accordance with subsections 2.1 and 2.3 of
this Article the claim of BNP against the Pledgor in respect of the Parallel
Debt and the claims of anyone or more of the Finance Parties against the
Pledgor in respect of the Principal Obligations payable by the Pledgor to such
Finance Party do not constitute common property (gemeenschap) within the meaning of article 3:166 of the NCC
and that the provisions relating to common property shall not apply. If,
however, it shall be held that such claim of the BNP and such claims of anyone
or more of the Finance Parties do constitute common property and the provisions
relating to common property do


 


8

















 


apply, the Parties agree that the Intercreditor
Deed shall constitute the administration agreement (“beheersregeling”) within the meaning of article 3:168 NCC.


 


2.5          To the extent BNP
irrevocably (onaantastbaar)
receives any amount in payment of the Parallel Debt of the Pledgor, BNP shall
distribute that amount among the Finance Parties that are creditors of the
Principal Obligations of the Pledgor in accordance with the applicable
provisions of the Intercreditor Deed. Upon irrevocable receipt by BNP of any
amount so distributed to it (a “Received
Amount”), the Principal Obligations of the Pledgor to the relevant
Finance Party or Finance Parties shall be reduced by amounts totalling an
amount (a “Deductible Amount”)
equal to the Received Amount in the manner as if the Deductible Amount were
received as a payment of the Principal Obligations on the date of receipt by
that Finance Party of the Received Amount.


 


3.             CREATION OF PLEDGE OVER RECEIVABLES


 


3.1          Creation of pledge over Receivables


As security for the payment
when due of its Secured Liabilities, the Pledgor agrees to create and, subject
to Article 8, hereby creates, as the case may be in advance (bij voorbaat) in favour of the Pledgees a
disclosed right of pledge (openbaar
pandrecht) on its Receivables and all rights attached to its
Receivables including dependent rights (afhankelijke
rechten) and ancillary rights (nevenrechten).
The Pledgees accept these rights of pledge, where appropriate in advance.


 


3.2          Ranking


If the right of pledge
purported to be created pursuant to Article 3.1 cannot be first ranking as a
result of Security created prior to the date of this Deed over any of the
Receivables, such right of pledge shall nonetheless have been created pursuant
to Article 3.1 with the highest possible rank.


 


4.             INFORMATION UNDERTAKING


 


4.1          Additional information


At the Pledgees first
reasonable request, the Pledgor must provide all information, evidence
(including invoices) and documents relating to its Receivables which the
Pledgees may deem necessary to exercise their rights under this Deed (including
the enforcement of their rights


 


9

















 


of pledge) and the
perfection or protection of their security on the Receivables of the Pledgor.
The Pledgor will allow the Pledgees to inspect its premises and to inspect its
books relating to its Receivables during office hours.


 


4.2          Attachments and Disputes of Receivables


The Pledgor agrees to notify
the Pledgees without delay of any attachment (beslag)
levied on any of its Receivables or any dispute if the dispute would have a
material adverse effect on the right of pledge created under this Deed or the
value of any of its Receivables.


 


5.             FURTHER ASSURANCES AND NOTICE TO THIRD PARTIES


 


5.1          Further assurances


At the Pledgees’ first
request, the Pledgor agrees to execute any further encumbrances and assurances
in respect of any of its Receivables in favour of, or for the benefit of the
Pledgees, and do all acts and things as the Pledgees may reasonably deem
necessary for the Pledgees to exercise their rights under this Deed (including
the enforcement of the Pledge) and the perfection or protection of their
security on the Receivables of the Pledgor. For the purpose of the foregoing
the Pledgor shall immediately inform the Pledgees of any new Debtor not yet
indicated on Schedule 1.


 


5.2          Notice to third parties


The Pledgees may give
notice of any right of pledge created by this Deed to any third party seeking
recourse on any of the Receivables if such recourse would have a material
adverse effect on the right of pledge created under this Deed or the value of
any of the Receivables.


 


6.             REPRESENTATIONS AND WARRANTIES


 


6.1          Representations and warranties


The Pledgor
represents and warrants to each of the Pledgees that on the date of this Deed:


 


a.             it is the proprietor
(rechthebbende) and has full
power to dispose (beschikkingsbevoegd)
of its Receivables;


 


b.             except as permitted
under the Bridge Facilities Agreement, its Receivables are not subject to any
Security (with respect to Account Receivables, other than any Security pursuant
to the


 


10

















 


ABN AMRO Bank N.V.’s
General Banking Conditions in respect of the Account with number [account
number] and Fortis Bank Nederland N.V.’s General Banking Conditions in respect
of the Account with number [account number] and no offer has been made or
agreement entered into to create Security over its Receivables and no
attachment has been levied on its Receivables;


 


c.             subject to
notification pursuant to Article 8, this Deed creates a valid first-ranking
disclosed right of pledge (openbaar
pandrecht eerste in rang) (with respect to Account Receivables,
subject to any Security pursuant to the ABN AMRO Bank N.V.’s General Banking
Conditions in respect of the Account with number [account number] and Fortis
Bank Nederland N.V.’s General Banking Conditions in respect of the Account with
number [account number] over the Account Receivables, the Bank Guarantee
Receivables, the Insurance Receivables and the VAT Receivables;


 


d.             there are no other
(i) banks at which an account is maintained, (ii) insurance companies with
which an insurance policy is taken out and (iii) banks which have issued a
guarantee to the Pledgor.


 


6.2          Repetition


The
representations and warranties set out in Article 6.1 are deemed to be repeated
by the Pledgor on each date it acquires a Receivable after the date of this
Deed.


 


7.             GENERAL UNDERTAKINGS


 


7.1          Disposal and negative pledge


The
Pledgor shall not, without the prior written consent of the Pledgees, except as
permitted under the Bridge Facilities Agreement:


 


a.             sell, transfer or
otherwise dispose of any of its Receivables;


 


b.             create or permit to
subsist any Security on any of its Receivables;


 


c.             enter into
compromises, settlements and other agreements or to grant discharge in respect
of any of its Receivables; or


 


d.             vary the terms of or
extend, release, determine, rescind or grant time for payment in respect of any
of its Receivables if the


 


11

















 


variation, release,
determination, rescission or granting of time for payment in respect of any of
its Receivables would have a material adverse effect on the right of pledge
created under this Deed.


 


7.2          Obligation of care


The
Pledgor shall maintain its Accounts with ABN AMRO Bank N.V. and Fortis Bank
Nederland N.V. and not open any other accounts with any other bank, unless
permitted in the Bridge Facilities Agreement and unless such other accounts are
pledged to the Pledgees pursuant to a first priority pledge in form and
substance acceptable to the Pledgees.


 


8.             NOTIFICATION TO BANKS, INSURER, AND THE TAX INSPECTOR


Promptly
following the signing of this Deed the Pledgor shall send by registered mail a
notice substantially in the form of Schedule 2 to the Insurance Company, a
notice substantially in the form of Schedule 3 to the relevant bank in relation
to the Account Receivables, in the form of Schedule 4 to the relevant Bank in
relation to the Bank Guarantee Receivables and in the form of Schedule 5 to the
Tax Inspector and provide copies of these notification letters to the Pledgees
without delay.


 


9.             PAYMENT INSTRUCTIONS AND
AUTHORITY TO COLLECT


 


9.1          Collection
by Pledgees


The
Pledgees are authorised to collect any of the Receivables and to enter into
compromises, settlements and other agreements with any Debtor, to grant
discharge in respect of the Receivables and to exercise all other rights of the
Pledgor in connection with its Receivables (including calling in (opzeggen) the Receivables). The Pledgor
waives its rights under article 3:246(4) NCC.


 


9.2          Collection
by Pledgor


The
Pledgees hereby authorises the Pledgor to collect its Receivables in accordance
with article 3:246(4) NCC in a bank account approved by the Pledgees. This
authorisation automatically terminates upon the occurrence of an Enforcement
Event. After the occurrence of an Enforcement Event the Pledgor can not derive
any further rights from article 3:246(4) NCC. Any moneys received by the
Pledgor after an authorisation in this Article 9.2 to collect the Receivables
has terminated are received by it on behalf of the Pledgees. The Pledgor must
keep these


 


12

















 


moneys
separated from its other property and forthwith transfer them to the Pledgees,
notwithstanding any rights the Pledgees may have against any Debtor. The
Pledgees may upon the occurrence of an Enforcement Event inform the Debtors of
the Pledgor of the termination of the Pledgor’s authorisation to collect the
Receivables and that further payments by those Debtors must be made into a bank
account designated by the Pledgees.


 


10.          IMMEDIATE
FORECLOSURE


 


a.             After the occurrence of
an Enforcement Event the Pledgees may:


 


i.              sell or
cause the respective Receivables to be sold in accordance with article 3:248
NCC et seq. The Pledgor waives
its rights under Section 3:251 NCC; and


 


ii.             have
recourse against the proceeds of the respective Receivables collected by it in
accordance with article 3:255 NCC (provided that the notice referred to in
article 8.1 has been given).


 


b.            The Pledgees are not
obliged to:


 


i.              first
foreclose on other security rights created under or in connection with the
Bridge Facilities Agreement. The Pledgor waives its rights under Section 3:234
NCC; or


 


ii.             notify the
Pledgor or any other person referred to in article 3:252 NCC of its intention
to exercise, or of the exercise of, its rights under Article 9(a). The Pledgor
waives its rights under article 3:249 and 3:252 NCC.


 


11.          APPLICATION
OF PROCEEDS


 


The
Pledgees shall apply the proceeds from the sale or the collection of the
Receivables in accordance with the provisions of the Intercreditor Deed,
subject to mandatory provisions of Netherlands law.


 


12.          CONTINUING
SECURITY AND OTHER MATTERS


 


13

















 


12.1        Continuing
security


This
Deed extends to the ultimate balance from time to time of the Secured
Liabilities and is a continuing security, notwithstanding any intermediate
payment, partial settlement or other matter.


 


12.2        No
prejudice


Subject
to Article 13, this Deed does not intend to prejudice, limit or affect any
right of BNP under the Bridge Facilities Agreement or BNS under the Loan
Agreement (or applicable banking conditions) or the rights of the Pledgor
thereunder and the Bridge Facilities Agreement and Loan Agreement do not intend
to prejudice, limit or affect any right of the Pledgees or the Pledgor under
this Deed.


 


13.          CONFLICT


 


If
there is a conflict between this Deed and the Bridge Facilities Agreement then
(to the extent permitted by law) the provisions of Bridge Facilities Agreement
will take priority over the provisions of this Deed.


 


14.          TERMINATION AND RELEASE OF PLEDGE


 


14.1         The Pledgees shall at
the request and cost of the Parent release the right of pledge constituted by
this Deed if any of the following events occur:


 


a.             upon (i) 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 Pledgor or any other person under any of the Finance
Documents, or (ii) the Pledgor ceasing to be both a Borrower and a Guarantor
subject to, and in accordance with, the Bridge Facilities Agreement.


 


b.             (i) any Permitted Disposal of any Receivable
that is subject to the right of pledge constituted by this Deed, (ii) any sale
or other disposition of any Receivable otherwise permitted by the Bridge
Facilities Agreement that is subject to the right of pledge constituted by this
Deed, (iii) any sale or other disposition of any Receivable that is subject to
the right of pledge constituted by this Deed where the Facility Agent or the Security
Agent has consented to the disposal pursuant to the Bridge Facilities
Agreement, or (iv) any sale or any other disposition of any Receivable pursuant
to a merger, consolidation, reorganisation,


 


14

















 


winding-up, securitisation, Take-Out Financing, or sale and leaseback
permitted by the Bridge Facilities Agreement to the extent necessary to ensure
such merger, consolidation, reorganisation, winding-up, securitisation,
Take-Out Financing or sale and leaseback take place, or (v) the creation of any
Encumbrance permitted by paragraph (x) of the definition of “Permitted
Encumbrances”, provided that, to the extent that the disposal of a Receivable
is a Permitted Disposal or a sale or disposition otherwise permitted by the
Bridge Facilities Agreement, the Receivable shall be declared to be
automatically released from the pledge created by this Deed with effect from
the day of such disposal and the Security Agent and the Facility Agent shall
each do all such acts which are reasonably requested by the Parent in order to
release such property.


 


14.2         The right of pledge on the Receivables and all the related rights
thereto may be cancelled (opgezegd)
in whole or in part by the Pledgees in accordance with article 3:81 NCC.


 


14.3         If and to the extent
security is created over the Shareholder Subordinated Loans, then in the event
that such a Shareholder Subordinated Loan is converted into share capital or
other equity interests of the Parent as permitted under this Agreement, such
Shareholder Subordinated Loan shall be declared to be automatically released
from the Security with effect from the day of such conversion and the Security
Agent and the Facility Agent shall each do all such acts which are reasonably
requested by the Parent in order to release such Shareholder Subordinated Loan,
provided that such release shall be contemporaneous with the granting of new
security interest over such share capital or other equity interests of the
Parent in favour of the Security Agent (and the Finance Parties to the extent
required by applicable local law) on substantially the same terms as the share
pledge by the Parent on or before the Closing Date.


 


15.          LIABILITY


 


None
of the Pledgees is liable to the Pledgor for any loss or damage arising from:


 


a.             any sale or
collection of the Receivables (or failure to collect the Receivables) by a
Pledgee; or


 


15

















 


b.             any exercise of, or
failure to exercise, its rights under this Deed,


 


except for gross negligence or wilful
misconduct (opzet of grove schuld)
of the Pledgees towards the Pledgor.


 


16.          COSTS AND INDEMNIFICATION


 


16.1        Costs


The Pledgor shall pay all costs, of whatever
nature (including legal fees), incurred by the Pledgees in connection with the
preparation, negotiation and signing of this Deed or otherwise in connection
with this Deed, including costs in connection with Article 5 (Further
assurances and notice to third parties) of this Deed, or the enforcement of
their rights there under and/or any amendment of, supplement to or waiver in
respect thereof.


 


16.2
       Indemnification


The Pledgor undertakes to indemnify each of the
Pledgees in respect of all incurred costs, losses, actions, claims, expenses,
demands and liabilities which may be incurred by such Pledgee (or by or against
any person for whose act or omission it may be answerable) at any time relating
to or arising out of this Deed or as a consequence of anything done or omitted
in the exercise or purported exercise of the powers contained in this Deed or
occasioned by any breach by the Pledgor of any of its undertakings or other
obligations under this Deed, except in the case of gross negligence or willful
misconduct on the part of such Pledgee.


 


17.          POWER OF ATTORNEY


 


17.1         For the benefit of
the Pledgees, the Pledgor hereby authorises the Pledgees, whether or not
represented by their authorised signatories, to pledge any of the Pledgor’s
Receivables to themselves on behalf of the Pledgor at any time and from time to
time and to do everything necessary in this regard. The Pledgees shall be free
in their choice of the method by which the pledge is created, including but not
limited to the execution of a notarial deed. This authorisation is
unconditional and irrevocable, and does not in any way limit or qualify the
enforceability of the Pledgor’s obligation to pledge its Receivables itself.


 


17.2         For the benefit of
the Pledgees, the Pledgor hereby irrevocably appoints


 


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the Pledgees to be its true and lawful attorney
(with full power of substitution and delegation) for and on behalf of the
Pledgor to sign, execute, seal, deliver, acknowledge, file, register and
perfect any and all such assurances, documents, instruments, agreements, certificates
and consents and to do any and all such acts and things as the Pledgor itself
could do in relation to its Receivables or in relation to any matters dealt
with in this Deed and which the Pledgees may reasonably deem to be necessary in
order to give full effect to the purposes of this Deed. Upon request of the
Pledgees the Pledgor will ratify and confirm whatever the Pledgees shall do or
cause to be done in pursuance of the powers conferred to them hereunder.


 


17.3         In connection with
the power of attorney contained in this Article, Parties agree that each of the
Pledgees may act as counter party of the Pledgor and the Pledgor waives its
rights pursuant to article 3:68 NCC (Selbsteintritt),
which waiver the Pledgees hereby accepts.


 


18.          GENERAL


 


18.1        No rescission


To the extent permitted by
law, the Pledgor hereby waives its rights under articles 6:265 to 6:272 NCC
inclusive to rescind (ontbinden),
or demand in legal proceedings the rescission (ontbinding)
of, this Deed, which waiver the Pledgees hereby accept.


 


18.2        Transfer of legal relationship


Subject to the terms of the
Bridge Facilities Agreement, the each of the Pledgees may transfer its legal relationship under this Deed (contractsoverneming) or assign its rights
under this Deed (cessie). The
Pledgor irrevocably agrees in advance to cooperate with these assignments.


 


18.3        Notice


Any notice or other
communication under or in connection with this Deed must be made in accordance
with the Loan Agreement and the Bridge Facilities Agreement.


 


18.4        Partial Invalidity


 


In the event that a provision of this Deed is
invalid, illegal, non binding, or unenforceable (either in whole or in part)
under the law of any


 


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jurisdiction, the remainder of this Deed continues
to be effective to the extent that, in view of the Deed’s substance and
purpose, the remainder is not inextricably related to and therefore inseverable
from the invalid, illegal, non binding or unenforceable provision. The Parties
will make every effort to reach agreement on a new clause which differs as
little as possible from the invalid, illegal, non binding or unenforceable
provision, taking into account the substance and purpose of this Deed.


 


18.5        Amendment


This Deed may only be
amended by a written agreement.


 


18.6        No implied waiver, no “Rechtsverwerking”


a.             Any waiver under this
Deed must be given by notice to that effect.


 


b.             Where a Party does
not exercise any right under this Deed (which includes the granting by a Party
to the other Party of an extension of time in which to perform its obligations
under any of these provisions), this is not deemed to constitute a forfeiture
of that Party’s right under this Deed (rechtsverwerking).


 


18.7        Benefit of security


The Pledgor and each of the
Pledgees explicitly agree and declare that upon transfer, assignment or pledge
of the respective Secured Liabilities, or a part thereof, the transferee or
pledgee will become entitled to the right of pledge purported to be created
hereunder, or to a corresponding part thereof, as the case may be.


 


If and to the extent as a
result of such transfer, such assignment or a pledge the right of pledge
purported to be created hereunder will constitute common property, and an
intercreditor agreement is agreed upon in relation to such transfer, such
assignment or a pledge, then the Pledgor will be bound to the provisions of
such intercreditor agreement.


 


18.8        Intercreditor agreement


As between the Pledgees only
and subject to the Intercreditor Deed BNS will not exercise any right under
this Deed unless with the written consent of BNP and BNP shall be entitled to
instruct BNS to exercise its rights hereunder and to do all such things as BNP
may deem necessary in connection with this deed.


 


18

















 


For this purpose BNS hereby
irrevocably appoints BNP to be its true and lawful attorney (with full power of
substitution and delegation) for and on behalf of BNS to sign, execute, seal,
deliver, acknowledge, file, register and perfect any and all such assurances,
documents, instruments, agreements, certificates and consents and to do any and
all such acts and things in relation to any matters dealt with in this Deed and
which BNP may reasonably deem to be necessary. Upon request of BNP BNS will
ratify and confirm whatever BNP shall do or cause to be done in pursuance of
the powers conferred to it hereunder.


 


19.          GOVERNING LAW AND
JURISDICTION


 


19.1        Governing
Law


This Deed is to be governed
by and construed in accordance with the laws of the Netherlands.


 


19.2        Jurisdiction


Any dispute arising out of
or in connection with this Deed is to be submitted to the exclusive
jurisdiction of the competent court in Amsterdam, the Netherlands. This Article
19.2 is for the benefit of the Pledgees and the Pledgees only. As a result, the
Pledgees shall not be prevented from taking proceedings relating to a dispute
in any other courts with jurisdiction.


 


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This Deed of Disclosed
Pledge of Receivables was been signed in three counterparts, each of equal
validity, on 21 December 2005.


 


SIGNATURES


 


	
  Stuurgroep Holland B.V. as
  Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/
  Michel Taride

  	
   

  
	
  by

  	
  : Michel Taride

  	
   

  
	
  title

  	
  : President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNS Automobile Funding B.V.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/
  Michel Taride

  	
   

  
	
  by

  	
  : Michel Taride

  	
   

  
	
  title

  	
  : Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP Paribas as Security
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   /s/ Iyadh
  Laalai

  	
   

  
	
  by

  	
  : Iyadh Laalai

  	
   

  
	
  title

  	
  : Senior Structurer

  	
   

  



 


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