Exhibit 4.5.22


 




 





 


MASTER AGREEMENT


FOR ASSIGNMENT OF RECEIVABLES


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


 


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


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


 




 





 


 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


 


HERTZ
EQUIPEMENT FRANCE


as Assignor


 


 


BNP PARIBAS


as Security Agent


 


 


THE
ASSIGNEES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions And Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Security Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Assignment

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Effects Of Each Assignment

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Collection By The Assignor

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Collection By The Security Agent

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Notice Of Assignment - Acceptance

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Preservation Of Security

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Representations And Warranties

  	
  12

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Undertakings

  	
  12

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Liability To Perform

  	
  13

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Application Of Proceeds

  	
  13

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Covenant To Release

  	
  13

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Expenses, Indemnities And Taxes

  	
  14

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Changes To The Parties

  	
  14

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Partial Invalidity And Severability

  	
  15

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Notices

  	
  15

  
	
   

  	
   

  	
   

  
	
  18.

  	
  French Language

  	
  16

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Governing Law And Jurisdiction

  	
  16

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Duration

  	
  16

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Waivers, Remedies Cumulative

  	
  16

  



 


SCHEDULES


 


	
  SCHEDULE 1.

  	
   

  	
  FORM OF AN ASSIGNMENT
  DEED

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2.

  	
   

  	
  FORM OF A NOTICE OF
  ASSIGNMENT

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3.

  	
   

  	
  FORM OF A LETTER OF
  ACCEPTANCE

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4.

  	
   

  	
  THE ASSIGNEES

  



 


2

















 


THIS
AGREEMENT IS MADE BY AND BETWEEN:


 


1.             HERTZ
EQUIPEMENT FRANCE


 


a société par actions simplifiée incorporated under the laws
of France, having a share capital of 338.100 €, whose registered office is
situated at 1 rue Eugene Hanaff Za du Buisson de la Couldre 78190 Trappes,
registered with the Registre du Commerce et
des Sociétés  de Versailles under
the number 428 675 839, as Assignor;


 


2.             BNP PARIBAS


 


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


 


3.             THE ASSIGNEES


 


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


 


3

















 


WHEREAS:


 


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


 


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


 


NOW, THEREFORE, IT HAS BEEN AGREED AS
FOLLOWS:


 


1.             DEFINITIONS AND
INTERPRETATION


 


1.1          Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Finance Parties” 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.


 


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


 


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


 


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


 


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


 


“Secured Liabilities” means all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally
or in any other capacity whatsoever) of the Assignor to the Assignees (or any
of them) exclusively in its capacity as Borrower (and not as Guarantor) under
the Finance Documents (or any one of them).


 


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


 


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


 


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


 


1.2          Interpretation


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


1.3          Certificates


 


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


 


2.             SECURITY AGENT


 


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


 


3.             ASSIGNMENT


 


3.1          Purpose of Assignment


 


As security for its Secured Liabilities, the
Assignor hereby undertakes, on the terms of this Master Agreement and in
accordance with the Law, to assign to the Assignees, all and not less than all
of its Eligible Receivables and its Vehicle Guarantee Receivables. In this
respect and for the avoidance of doubt, pursuant to Article L.313-27 of
the Law, all security interests, guarantees or other accessory rights (accessories) in connection with the
Eligible Receivables and the Vehicle Guarantee Receivables which have been or
will be assigned by the Assignor to the Assignees pursuant to this Master
Agreement will be automatically transferred to


 


7

















 


the Assignees without any further actions by any
party hereto as of the date of the relevant Assignment Deed.


 


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


 


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


 


3.2          Date of Assignment


 


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


 


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


 


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


 


3.3          Method of Assignment


 


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


 


8

















 


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


 


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


 


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


 


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


 


4.             EFFECTS OF EACH ASSIGNMENT


 


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


 


9

















 


(b)           In accordance with Article L. 313-24
of the French Monetary and Financial Code (Code
monétaire et financier), it is expressly agreed between the
Assignees and the Assignor that the latter shall be jointly and severally
liable for the payment of its Assigned Receivables by its Assigned Debtors.


 


5.             COLLECTION BY THE ASSIGNOR


 


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


 


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


 


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


 


6.             COLLECTION BY THE SECURITY
AGENT


 


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


 


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


 


7.             NOTICE OF ASSIGNMENT -
ACCEPTANCE


 


7.1          Notice of Assignment


 


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


 


10

















 


Receivable directly to the Security Agent on behalf
and for the account of the Assignees. Any payment made by any Assigned Debtor
to the Assignor as from the date of receipt of a Notice of Assignment will not
discharge such Assigned Debtor of its obligations under this Clause 8.1.


 


7.2          Acceptance


 


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


 


8.             PRESERVATION OF SECURITY


 


8.1          Continuing
security


 


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


 


8.2          Additional security


 


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


 


8.3          Security transfer


 


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


 


11

















 


9.             REPRESENTATIONS AND
WARRANTIES 


 


9.1          Representations and Warranties


 


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


 


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


 


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


 


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


 


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


 


9.2          Time for making representations and warranties


 


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


 


10.          UNDERTAKINGS


 


10.1        Duration


 


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


 


10.2        No Disposal – No Encumbrance


 


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


 


10.3        Perfection
of Assignment


 


On the delivery date of each Assignment Deed, the
Assignor will, at its own cost and expense, perform all acts and execute
all documents so that the Assignment under each Assignment Deed constitutes a
legal, valid, enforceable and binding


 


12

















 


obligation against the relevant Assigned Debtors and
any third party in any jurisdiction to which the relevant Assigned Debtors are
subject.


 


10.4        Delivery


 


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


 


11.          LIABILITY TO PERFORM


 


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


 


12.          APPLICATION OF PROCEEDS


 


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


 


13.          COVENANT TO RELEASE


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14.          EXPENSES, INDEMNITIES AND
TAXES


 


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


 


15.          CHANGES TO THE PARTIES


 


All the rights,
privileges, powers, discretions and authorities of the Assignees hereunder will
benefit their respective successors and permitted assignees and all terms,
conditions, representations and warranties and undertakings of the Assignor


 


14

















 


hereunder shall
oblige its successors and assignees in the same manner, it being agreed and
understood that:


 


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


 


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


 


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


 


16.          PARTIAL INVALIDITY AND
SEVERABILITY


 


16.1        If, at any time, any
provision hereof is or becomes illegal, invalid or unenforceable in any respect
under the law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions hereof nor the legality, validity or enforceability
of such provision under the law of any other jurisdiction shall in any way be
affected or impaired thereby.


 


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


 


17.          NOTICES


 


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


 


15

















 


18.          FRENCH LANGUAGE


 


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


 


19.          GOVERNING LAW AND
JURISDICTION


 


19.1        Governing law


 


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


 


19.2        Jurisdiction


 


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


 


20.          DURATION


 


The Assignment made pursuant to this Agreement and
the obligations of the parties hereunder shall remain in force until the
earlier of the following dates: (i) the Discharge Date; or (ii) the
date on which the Security Agent shall release the Pledge in accordance with
Clause 13.


 


21.          WAIVERS, REMEDIES
CUMULATIVE


 


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


 


(i)            may be exercised as often as necessary;


 


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


 


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


 


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


 


 


Made
in Paris


On
21 December, 2005


 


In
as many original copies as parties to this Agreement


 


16

















 


The Assignor


 


HERTZ EQUIPEMENT FRANCE


 


 


	
  By:

  	
  /s/ Jacques Mignon

  	
   

  



duly
authorised for the purpose of this Agreement


 


 


The
Security Agent


 


BNP PARIBAS


 


 


	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  



duly authorised for the purpose of this
Agreement


 


 


The
Assignees


As
represented by the Security Agent


 


 


	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  



duly authorised for the purpose of this
Agreement


 


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