Exhibit
4.5.23


 




 





PLEDGE OF A BUSINESS AS A GOING CONCERN


(ACTE DE NANTISSEMENT DE FONDS DE COMMERCE)




 





 


 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


 


EQUIPOLE
FINANCE SERVICES


as Pledgor


 


 


BNP PARIBAS


as Security Agent


 


 


THE BENEFICIARIES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions - interpretation

  	
  4

  
	
  2.

  	
  Security agent

  	
  7

  
	
  3.

  	
  Pledge

  	
  7

  
	
  4.

  	
  Description of the pledged business

  	
  7

  
	
  5.

  	
  Preservation of security

  	
  8

  
	
  6.

  	
  Representations and warranties

  	
  9

  
	
  7.

  	
  Undertakings

  	
  9

  
	
  8.

  	
  Liability to perform

  	
  11

  
	
  9.

  	
  Enforcement

  	
  12

  
	
  10.

  	
  Application of proceeds

  	
  12

  
	
  11.

  	
  Covenant to release

  	
  12

  
	
  12.

  	
  Expenses, indemnities and taxes

  	
  13

  
	
  13.

  	
  Changes to parties

  	
  13

  
	
  14.

  	
  Severability

  	
  14

  
	
  15.

  	
  Notices

  	
  14

  
	
  16.

  	
  French language

  	
  14

  
	
  17.

  	
  Registration

  	
  15

  
	
  18.

  	
  Governing law and jurisdiction

  	
  15

  
	
  19.

  	
  Duration

  	
  15

  
	
  20.

  	
  Waivers, remedies cumulative

  	
  15

  



 


SCHEDULE


 


SCHEDULE 1               The
Beneficiaries


 


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THIS AGREEMENT IS MADE BY AND BETWEEN:


 


1.             EQUIPOLE FINANCE SERVICES


 


a société par actions simplifiée organized and incorporated under the
laws of France, having a share capital of 80.038.400 €, registered with the register of commerce and companies of Beauvais under
number 444 593 263, whose head office is located at Aéroport Beauvais-Tillé, 60000 Tillé,
represented by a duly authorized signatory for the purpose of this Agreement,
as Pledgor;


 


2.            BNP
PARIBAS


 


a société anonyme incorporated under the laws of France, having
a share capital of 1.676.495.744 €,
registered with the register
of commerce and companies of Paris under number 662 042 449, and
having its registered office at 24, boulevard des Italiens, 75009 Paris, as Security Agent; and


 


3.             THE BENEFICIARIES


 


as listed in Schedule 1 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 provisions of the Senior Bridge Facilities Agreement, and in order to
guarantee the Secured Liabilities, the Pledgor has undertaken to grant to the
Beneficiaries, a pledge over its business as a going concern agreement under
the terms and conditions of this Agreement.


 


NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.          DEFINITIONS - INTERPRETATION


 


1.1        Definitions


 


Capitalised terms used in this
Agreement shall have the meaning ascribed to them in the Senior Bridge
Facilities Agreement,
and for purposes of this Agreement the terms and expressions used hereunder
shall have the following meaning:


 


“Agreement” means
this pledge over business as a going concern agreement, including its preamble
and appendices, as amended.


 


“Beneficiaries”
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
Pledge 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
Pledge), the Beneficiaries shall be duly represented by the Security Agent
which is appointed by each of the Beneficiaries as its agent for the purpose
hereof.


 


“Business” means the
business of the Pledgor, pledged as such in favour of the Beneficiaries under
this Agreement, as described in Clause 4.


 


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“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 Pledge has otherwise been released
pursuant to Clause 11.


 


“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.


 


“Event of Default”
means an event specified as such 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”
means the Facility Agent, the Arrangers, the Security Agent, the Global Coordinator,
the Banks, the Hedging Banks and each C Ancillary Bank.


 


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


 


“Pledge” means the
pledge (nantissement) created over the Business
(fonds de commerce) by virtue of this Agreement, as security for
the Secured Liabilities.


 


“Pledgor” means
Equipole Finance Services, as designated hereabove.


 


“Secured Liabilities”
means all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Pledgor to the Beneficiaries (or any one of them) in its
capacity as Borrower and
Guarantor (in such capacity, within the limits of clause 24.9 of the Senior
Bridge Facilities Agreement) 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.


 


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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;


 


(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.


 


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(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.


 


2.          SECURITY AGENT


 


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


 


3.          PLEDGE


 


In order to secure payment and
repayment of the Secured Liabilities to the Beneficiaries, the Pledgor hereby
pledges the Business (fonds de commerce)
in favour of the Beneficiaries in accordance with the provisions of Articles
L.142-1 to L.143-23 of the French Commercial Code (Code de
commerce) and agrees to this Pledge being registered as a pledge
over the Business (nantissement de fonds de
commerce) at this time. Once the formalities provided for in Clause
17 (Registration) have been completed, the
Pledge shall constitute a first-ranking security interest over the Business in
favour of the Beneficiaries.


 


4.          DESCRIPTION OF THE PLEDGED BUSINESS


 


(a)         The Pledgor is pledging its Business whose operations consist in the
carrying of its activities of administration and management of fleets of
tourism and professional vehicles, leasing, purchase and sale of ay new or
second-hand vehicles and more generally any commercial, industrial, financial,
movable or real estate operations, directly or indirectly in connection with
the above mentioned activities or likely to facilitate their development or
realization, which is carried on at the office located Aéroport Beauvais-Tillé, 60000 Tillé,
registered in the Registre du Commerce et des Sociétés
of Beauvais under number 444 593 263 00023.


 


(b)        Said Business, so pledged, comprises all that can be legally included in
this Pledge, including but not limited to:


 


(i)               the
company or business name and related clientele and custom;


 


(ii)              the
furniture, materials and equipment (including in particular the Existing
Vehicle Fleet), owned by the Pledgor, used to run the Business, with the
exception, however, of furniture, materials or equipment that are specifically
pledged in favour of the financial institution which financed their purchase in
accordance with the provisions of Articles L.525-1 to L.525-20 of the French
Commercial Code (Code de commerce), and with the
exception of any fixtures attached to the Business;


 


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(iii)             the
leasehold interest in the premises in which the Business is carried on.


 


(c)        It is understood that the scope of this Pledge will be automatically
extended to include the following items at the expense of the Pledgor (to the
extent owned by the Pledgor), subject to the limits imposed by law:


 


(i)               furniture,
materials and equipment (including in particular New Vehicles) created or
acquired by the Pledgor, including but not limited to additional furniture,
materials or equipment purchased to replace, improve or enhance the current
furniture, materials or equipment of the Business, with the exception of such
furniture, materials or equipment as are already specifically pledged in favour
of the financial institution which financed the purchase thereof and such as
are in the nature of fixtures as indicated in Clause 5(b)(ii);


 


(ii)              where
applicable, any insurance, eviction or expropriation indemnities or any other
indemnities with respect to any component of the Business which may be paid to
the Pledgor, as well as any indemnities with respect to improvements,
betterments or items installed by the Pledgor in its capacity as tenant
(subject to the relevant provisions of the Senior Bridge Facilities Agreement);


 


(iii)             where
applicable, leasehold interests of the establishments charged by the Pledge as
well as any extension or expansion of said leases relating to the premises in
which the Pledgor’s Business operations are carried on; and


 


(iv)             where
applicable, any of the aforementioned items which are or may be held (in any
respect whatsoever) by the Pledgor’s present or future branch offices.


 


5.          PRESERVATION OF SECURITY


 


5.1        Continuing
Security


 


The security (nantissement)
constituted by the Pledge herein created shall continue until the Discharge
Date. It shall not be considered as satisfied or discharged or prejudiced by
any intermediate payment, satisfaction or settlement of any part of the Secured
Liabilities.


 


5.2        Additional
security


 


This Pledge is in addition to, and is not in
any way prejudiced by, any other security now or hereafter held by the
Beneficiaries in respect of the Secured Liabilities.


 


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5.3        Security
transfer


 


In the event of any assignment, transfer or
disposal, by way of novation, of a part or all of its rights and obligations by
any Beneficiary under each and any of the Finance Documents to which such
Beneficiary is a party, such Beneficiary hereby expressly maintains, which the
Pledgor accepts, all its rights and privileges for the benefit of its successor
or transferee, in accordance with the terms of Article 1278 of the French Civil
Code (Code Civil) so that the Pledge will
secure the Secured Liabilities to the benefit of such successor, without
further formalities.


 


6.          REPRESENTATIONS AND WARRANTIES


 


6.1        Representations
and Warranties


 


The Pledgor hereby represents and warrants to
the Beneficiaries 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 pledged hereunder in accordance
with the terms hereof;


 


(b)              the entry into and performance by it of, and
the transactions contemplated by, this Agreement and the Pledge created over
the Business, do not and will not conflict with its constitutional documents;


 


(c)              it has valid title and is the sole absolute
legal owner of Business and it is lawfully occupying the premises in
which the Business is carried on;


 


(d)              its Business is not subject to any Encumbrance,
and there are no similar restrictions which may affect the rights of the
Beneficiaries under this Agreement and the Pledge created over its Business.


 


6.2        Time
for making representations and warranties


 


The
representation and warranties set out in Clause 6.1 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, in each case by
reference to the facts and circumstances then existing.


 


7.          UNDERTAKINGS


 


7.1        Duration


 


The undertakings in this Clause 7 shall remain in force throughout the
Security Period.


 


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7.2        No Disposal


 


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


 


7.3        Protection
of the Business


 


The Pledgor
shall conduct its business as provided under clause 21.8 of the Senior Bridge
Facilities Agreement.


 


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7.4       Re-registration


 


At the end of each period corresponding to
the legal term of validity of this Pledge, the Pledgor hereby undertakes to
re-register the Pledge at its own expense (with the relevant Commercial Courts
(greffes des tribunaux de commerce) for an additional period of protection under the law, for
so long as this Pledge remains in full force pursuant to Clause 19.


 


7.4       Renewal
and extension of the leases relating to the Business


 


(a)              The
Pledgor undertakes, unless expressly permitted under the Finance Documents, to
comply with all obligations imposed on it and enforce the performance of all
obligations owed to it by any person under any lease comprised in the Business
and shall not do anything or permit anything to be done which is reasonably
likely to result in the termination of any such lease, unless a new lease is
entered into (in respect of new premises or the same premises), provided that
the Security Agent has been notified of such new lease, and the Business is
otherwise maintained.


 


(b)              The
Pledgor undertakes to promptly deliver a copy of any material communication
received by it which has been given with respect to any lease comprised in the
Business which relates to any matter which is likely to affect the validity or
the enforceability of the Pledge or any right of the Beneficiaries hereunder.


 


7.5       New
business


 


Without prejudice to the other provisions of
this Agreement, the Pledgor shall promptly notify the Security Agent of any
creation or acquisition of one or more new businesses considered as significant by
reference to the activity of the group of which the Pledgor is a member.
The Pledgor hereby undertakes to grant, at the Security Agent’s request, a
senior pledge in favour of the Beneficiaries over the new business (fonds de commerce) acquired or created by it on terms and
conditions identical to those of this Agreement, as soon as practicable after
the new business (fonds de commerce) is acquired or
created provided however that
no security shall be required to the extent required to avoid costs (including,
without limitation, any taxes) which the Security Agent shall determine acting
reasonably to be excessive in relation to the benefits that would be conferred
by the granting of such security. Such pledge shall secure the Secured
Liabilities.


 


8.          LIABILITY TO PERFORM


 


It is expressly agreed that the Pledgor shall
remain liable to observe and perform all of the obligations assumed by it in
respect of the Business. Each Beneficiary and the Security Agent shall
not have any liability in connection with, or arising out of, this Agreement
other than under Clause 11 to the extent that any such liability under such
Clause 11 is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Beneficiary’s or the 


 


11

















 


Security
Agent’s gross negligence or wilful misconduct, as the case may be. The
Beneficiaries and the Security Agent shall not be required in any manner to
perform or fulfill any obligation of the Pledgor in respect of the Business, 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 times.


 


9.          ENFORCEMENT


 


At any time
following the occurrence of an Enforcement Event, the Security
Agent acting on behalf of the Beneficiaries shall exercise all of the rights,
actions and privileges on
the Business as granted by law to a secured creditor, and in particular all rights,
actions and privileges provided for under Articles L.142-1 to L.143-23
and L.521-3 of the French Commercial Code (Code de commerce),
it being understood that this Pledge does not grant the Beneficiaries the right
to be awarded the Business in full property in payment of and up to the amount
of the Secured Liabilities.


 


10.        APPLICATION OF PROCEEDS


 


Any moneys received by the Beneficiaries or
the Security Agent pursuant to this Agreement shall be applied to the
reimbursement of the Secured Liabilities in the order and priority set forth in
the Intercreditor Deed.


 


11.        COVENANT TO RELEASE


 


11.1     The
Security Agent, acting on behalf of the Beneficiaries, shall, at the request and cost of the Pledgor, release and
cancel the Pledge 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 Beneficiaries to provide financing under
the Senior Bridge
Facilities Agreement having been terminated or having expired; or


 


(b)              the Pledgor ceasing to be an Obligor under the
Senior Bridge Facilities
Agreement.


 


11.2     Upon the
occurrence of any of the following events, the Security Agent, acting on behalf of the
Beneficiaries, shall, at the
request and cost of the Pledgor, release and cancel the Pledge 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 Pledge;


 


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


 


(c)              any sale or any other disposition of any
property or assets that are subject to the Pledge 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
Pledge with effect from the day of such sale or other disposition.


 


11.3     In connection with any release,
cancellation or reassignment described in Clause 11.1 or 11.2, the Security
Agent and the other Beneficiaries shall do all such acts and things, at the
Pledgor’s cost, as are reasonably requested by the Pledgor in order to release
and cancel the Pledge.


 


12.        EXPENSES, INDEMNITIES AND TAXES


 


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


 


13.        CHANGES TO PARTIES


 


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


 


(a)              the
Pledgor shall not assign, transfer or dispose of any of its rights and
obligations under this Agreement
except as otherwise permitted under the Finance Documents, and


 


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(b)              the
Beneficiaries shall be entitled to assign, transfer or dispose of any of their
rights and obligations hereunder to any person in accordance with the relevant
provisions of the Finance Documents.


 


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 the
event of, inter alios, of any sale, merger, demerger, spin-off or assets
contribution in accordance with Article L. 236-1 et seq.
of the French Commercial Code (Code de commerce)
which a Beneficiary 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.


 


14.        SEVERABILITY


 


If a provision of this Agreement is or
becomes illegal, invalid or unenforceable in any jurisdiction in respect of the
Pledgor, that shall not affect:


 


(a)              in
respect of the Pledgor the validity or enforceability in that jurisdiction of
any other provision of this Agreement; or


 


(b)              in
respect of the Pledgor the validity or enforceability in other jurisdictions of
that or any other provision of this Agreement.


 


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


 


15.        NOTICES


 


Except as specifically provided otherwise in
this Agreement, all notices or other communications under this Agreement or any
document in relation thereto shall be sent to the parties as specified in
clause 42 of the Senior Bridge Facilities Agreement.


 


16.        FRENCH LANGUAGE


 


This Agreement
shall be made in the English language and accompanied by a French translation
for the purposes of its registration pursuant to Clause 17. The English language
version of this Agreement shall prevail over any French translation and shall
be binding on the Pledgor.


 


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17.        REGISTRATION


 


(a)         This Agreement shall be
registered by the Security Agent with the relevant tax authorities. In
addition, the Security Agent shall register this Pledge with the Register of
the Commercial Court in the district in which each of the offices referred to
in Clause 4 is operated no later than fifteen (15) days of the date of this Agreement
and any other authority as
appropriate to ensure the enforcement of the Pledge.


 


(b)        Pursuant
to the law, the Pledge is being granted for a ten (10) year period starting as
of the date of its registration.


 


(c)         All
powers are given to the bearer of an original copy of this Agreement for that
purpose.


 


18.        GOVERNING LAW AND JURISDICTION


 


18.1     This Agreement shall be governed by
and construed in accordance with the laws of the Republic of France.


 


18.2     Any dispute in connection with the validity,
interpretation, execution or the consequences of this Agreement and the
undertakings in relation thereto shall be submitted to the jurisdiction of the
Commercial Court of Paris (Tribunal de Commerce de
Paris).


 


18.3     For the performance of this Agreement and all
subsequent agreements and for the validity of the registration to be effected,
the Pledgor elects its registered office as its address for service.


 


19.        DURATION


 


The Pledge created 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 11.


 


20.        WAIVERS, REMEDIES CUMULATIVE


 


20.1     The
rights of the Beneficiaries under this Agreement:


 


(i)               may
be exercised as often as necessary;


 


(ii)              are
cumulative and not exclusive of their rights under the law; and


 


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


 


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20.2     Delay
in the exercise or non-exercise of any such rights by a Beneficiary shall not
constitute a waiver of that right.


 


 


Made in Paris


On 21 December 2005


 


In as many original copies as parties to this Agreement and as required for registration
purposes


 


 


The Pledgor


 


Equipole Finance Services


 


 


	
  By:

  	
  /s/ Authorised Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


 


The Security Agent


 


BNP Paribas


 


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  	
   

  
	
  duly authorised for the purpose of this Agreement

  	
   

  



 


 


The Beneficiaries


 


As represented by the Security Agent


 


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


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