Exhibit 4.5.41


Execution copy December 21, 2005


 


DEED
OF DISCLOSED PLEDGE


 


OF


 


REGISTERED
SHARES


 


between


 


HERTZ
HOLDINGS NETHERLANDS B.V.


 


as Pledgor


 


BNS
AUTOMOBILE FUNDING B.V.


 


as Pledgee


 


and


 


STUURGROEP
HOLLAND B.V.


 


as Company


 


 






 





 


Strawinskylaan 1999


1077 XV Amsterdam


 






 


2005


 


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DEED OF PLEDGE ON
REGISTERED SHARES


STUURGROEP
HOLLAND B.V.


 


On this, the twenty-first day of December two thousand and five,
appeared before me,


 


Wijnand Hendrik Bossenbroek, civil law notary in Amsterdam, the
Netherlands:


 


1.             Thijs Paul Heino Olthoff, employed at my office
at 1077 XV Amsterdam, Strawinskylaan 1999, born in Hilversum on the
twenty-fifth day of July nineteen hundred and seventy-seven, acting for
the purposes of this deed as the holder of a written power of attorney from:


 


Hertz Holdings Netherlands
B.V., a
private company with limited liability, incorporated under the laws of the
Netherlands, having its corporate seat at Amsterdam, the Netherlands (address: 2132
WT Hoofddorp, Siriusdreef 34 – 36, the Netherlands, trade register number
24134976), hereinafter referred to as: the “Pledgor”;


 


2.             Paul Cornelis Simon van der Bijl, employed at
my office at 1077 XV Amsterdam, Strawinskylaan 1999, born in Haarlemmermeer on
the twenty-sixth day of January nineteen hundred and eighty, acting for
the purposes of this deed as the holder of a written power of attorney from:


 


BNS Automobile Funding B.V., a private company with limited
liability, incorporated under the laws of the Netherlands, having its corporate
seat at Amsterdam, the Netherlands (address: 1076 EE Amsterdam, Fred.
Roeskesstraat 123, the Netherlands, trade register number 34238138),
hereinafter referred to as: the “Pledgee”; and


 


3.             Robin Alexander van Bokhorst, employed at my
office at 1077 XV Amsterdam, Strawinskylaan 1999, born in Curacao, the
Netherlands Antilles, on the eleventh day of September nineteen hundred
and seventy-six, acting for the purposes of this deed as the holder of a
written power of attorney from:


Stuurgroep Holland B.V., a private company with limited
liability, incorporated under the laws of the Netherlands, having its corporate
seat at Amsterdam, the Netherlands (address: 2132 WT Hoofddorp, Siriusdreef 34
– 36, the Netherlands, trade register number 34056220), hereinafter referred to
as: the “Company”.


 


WHEREAS


 


A.           the Company has or
will have payment obligations towards the Pledgee under or pursuant to the loan
agreement entered into by Pledgee as lender and the Company as borrower, dated
on or about the twenty-first day of December two thousand five, (the “Loan Agreement”);


 


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


 


C.            the Pledgor, the
Company and the Pledgee acknowledge that the Pledgee shall pledge its claims
referred to under A. to BNP Paribas S.A., a company organised 


 


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under the laws of France, hereinafter referred
to as: “BNP”, as security for the Bridge
Facilities Agreement, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten) which includes (its share in) the right of
pledge contemplated in this Deed.


 


HAVE AGREED AS FOLLOWS


 


1.            DEFINITIONS AND INTERPRETATION


 


1.1          Definitions


 


In this Deed:


 


	
  “Article”

  	
   

  	
  means an
  article of this Deed.

  
	
   

  	
   

  	
   

  
	
  “Bridge Facilities Agreement”

  	
   

  	
  means the senior
  bridge facilities agreement dated on or about the twenty-first 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.

  
	
   

  	
   

  	
   

  
	
  “Deed”

  	
   

  	
  means this deed
  of pledge of Share Collateral.

  
	
   

  	
   

  	
   

  
	
  “Default”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Depositary Receipt Rights”

  	
   

  	
  means the rights conferred
  by law on holders of depositary receipts for shares, issued with the relative
  company’s co-operation.

  
	
   

  	
   

  	
   

  
	
  “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 21.19 (Acceleration
  and Cancellation) of the Bridge Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “NCC”

  	
   

  	
  means the
  Netherlands Civil Code.

  
	
   

  	
   

  	
   

  
	
  “New Shares”

  	
   

  	
  means any and all
  shares in the share capital of the Company that the Pledgor shall acquire
  after the date of this deed of pledge.

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  means a party to
  this Deed.

  
	
   

  	
   

  	
   

  
	
  “Secured Liabilities”

  	
   

  	
  means all present
  and future monetary payment 

  



 


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  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 Company to the Pledgee under the Loan Agreement.

  
	
   

  	
   

  	
   

  
	
  “Share Collateral”

  	
   

  	
  means the Shares,
  the New Shares and all present and future rights related thereto, including
  but not limited to rights of dividend or of conversion, redemption, bonus,
  stock dividend, liquidation or dissolution proceeds, warrants, claims,
  options or otherwise.

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means three
  thousand five hundred (3,500) registered ordinary shares in the share capital
  of the Company, with a nominal value of four hundred fifty euros (EUR 450)
  each, numbered 1 up to and including 3,500.

  
	
   

  	
   

  	
   

  
	
  “Voting Rights”

  	
   

  	
  means the voting
  rights, voting powers, consensual rights and other similar rights attaching
  to the Shares and the New Shares.

  



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.              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 


 


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Agreement or the Finance Documents as they may
be so varied, amended, modified, novated or restated from time to time.


 


2.            CREATION OF PLEDGE ON SHARE COLLATERAL


 


2.1          Creation of pledge
on Share Collateral


 


As security for the payment when due of the
Secured Liabilities the Pledgor agrees to create and hereby creates, as the
case may be in advance (bij voorbaat),
by means of a third party right of pledge (derden-pandrecht)
as referred to in Article 3:231(1) NCC, in favour of the Pledgee a
disclosed right of pledge (openbaar
pandrecht) on the Share Collateral. The Pledgee accepts this right
of pledge, where appropriate in advance.


 


2.2          Ranking


 


If the right of pledge purported to be created
pursuant to Article 2.1 cannot be first ranking as a result of an
encumbrance created prior to the date of this Deed over (part of) the Share
Collateral, the right of pledge shall nonetheless have been created pursuant to
Article 2.1 with the highest possible rank.


 


3.            INFORMATION UNDERTAKING


 


3.1          Additional information


 


At the Pledgee’s first reasonable request, the Pledgor must provide all
information, evidence and documents relating to the Share Collateral which the
Pledgee may deem necessary to exercise its rights under this Deed (including
the enforcement of its rights of pledge) and the perfection or protection of
its security on the Share Collateral. The Pledgor will upon reasonable notice
allow the Pledgee to inspect its books relating to the Share Collateral during
office hours (subject to the terms of the Loan Agreement).


 


3.2          Attachments and Disputes of
Share Collateral


 


The Pledgor agrees to notify the Pledgee without delay
of any attachment (beslag) levied
on (part of) the Share Collateral or any dispute with respect to (part of) the
Share Collateral, if the dispute would have a material adverse effect on the
right of pledge created under this Deed or the value of the Share Collateral.


 


4.            FURTHER ASSURANCES


 


At the
Pledgee’s first request, the Pledgor agrees to execute any further encumbrances
and assurances in favour of, or for the benefit of the Pledgee, and do all acts
and things as the Pledgee may reasonably deem necessary to exercise its rights
under this Deed (including, following an Enforcement Event, the enforcement of
its right of pledge) and the perfection or protection of its security on the
Share Collateral.


 


5.            REPRESENTATIONS AND WARRANTIES


 


5.1          Representations and Warranties


 


The Pledgor represents and warrants to the
Pledgee that:


 


a.             the Pledgor has full, unencumbered legal title
to the Shares and all present 


 


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and future rights related thereto and has full
power to dispose (beschikkingsbevoegd) in respect
thereof;


 


b.             the Shares constitute the entire issued share
capital of the Company and have all been validly issued and fully paid-up and
no depository receipts (certificaten van aandelen)
have been issued in respect of the Shares;


 


c.             the Pledgor has the power and authority to
create a first ranking right of pledge (pandrecht eerste in rang)
on the Shares and all present and future rights related thereto;


 


d.             there are no outstanding options or other
rights entitling the holder thereof to the transfer of the Shares or any of the
present and future rights related thereto and no rights to receive future
dividends with respect to any of the Shares and/or any of the New Shares, have
been granted to any party other than to the Pledgee pursuant to this deed;


 


e.             except as provided herein, neither the Shares
nor any of the present or future rights related thereto are subject to any
limited rights (beperkte rechten), nor has the
Pledgor prior to this deed of pledge created limited rights or other rights on
or against the Shares or any of the present or future rights related thereto,
nor has the Pledgor made any promise or any undertaking to that effect, nor has
any attachment (beslag) been levied to date on
the Shares or any of the present or future rights related thereto;


 


f.              there are no outstanding claims on the Company
for the issue of any shares in the share capital of the Company.


 


5.2          Repetition


 


The representations and warranties set out in Article 5.1
are deemed to be repeated by the Pledgor on each date it acquires Share
Collateral after the date of this Deed.


 


6.            GENERAL UNDERTAKINGS


 


6.1          Disposal and negative pledge


 


The Pledgor shall not, without the prior
written consent of the Pledgee, except as permitted under the Loan Agreement:


 


a.             sell, transfer or otherwise dispose of any of
the Share Collateral;


 


b.            create or permit to subsist any security on any
of the Share Collateral;


 


c.             vote the Shares and the New Shares, whether in
a meeting or by way of written resolution outside a meeting, in favour of:


 


i.              the issuance, cancellation or transfer of any
shares in the Company’s share capital by the Company;


 


ii.             a resolution consenting to the acquisition by
the Company of its own shares;


 


iii.            any proposal to the general meeting of
shareholders to transfer its pertinent authority to issue shares to any other
corporate body;


 


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iv.           a resolution to amend the articles of
association of the Company.


 


6.2          Obligation of care


 


The Pledgor shall not do or cause or permit to
be done anything (including but not limited to voting the Shares and the New
Shares, whether in a meeting or by way of written resolution outside a meeting)
which will, or could be reasonably expected to, materially adversely affect the
right of pledge over the Share Collateral or any part thereof, or the rights of
the Pledgee thereunder or which in any way is inconsistent with the terms of
the Loan Agreement or this Deed or materially depreciates, jeopardises or
otherwise prejudices the right of pledge over the Share Collateral or any part
thereof or negatively affects the economic value of the Share Collateral.


 


7.            VOTING RIGHTS AND DEPOSITARY RECEIPT RIGHTS


 


7.1          Voting Rights


 


The Voting Rights shall be vested in (toekomen aan) the Pledgee, subject to the conditions
precedent (opschortende voorwaarden) – (the “Conditions”)
– that an Enforcement Event has occurred and that the Company and the Pledgor
have been notified in writing by the Pledgee that it wishes to exercise the Voting
Rights.


 


The Company hereby confirms (and the Pledgor
agrees) that a notice from the Pledgee to it in accordance with this Article 7.1,
shall be sufficient for it to accept the Pledgee as being exclusively entitled
to exercise the Voting Rights attaching to the Shares and the New Shares.


 


7.2          Depositary Receipt Rights


 


Until a notice as referred to in Article 7.1
has been sent, Depositary Receipt Rights shall not accrue to the Pledgee.


 


8.            DIVIDENDS, DISTRIBUTIONS AND OTHER PAYMENTS ON THE
SHARE COLLATERAL


 


The Pledgee shall be entitled to receive all
dividends, distributions and other payments on the Share Collateral, provided,
however, that the Pledgee hereby grants the Pledgor permission (toestemming) within the meaning of Article 3:246(4) NCC
to receive these payments, to the extent such dividend payments are allowed
under the Loan Agreement.


 


The permission granted by the Pledgee to the
Pledgor will automatically terminate upon the occurrence of an Enforcement
Event and a written notice thereof from the Pledgee to the Pledgor and the
Company, following which the Pledgee shall be entitled to receive and retain
all dividends, distributions and other payments on the Share Collateral, to be
applied by the Pledgee in accordance with the Loan Agreement.


 


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9.            IMMEDIATE FORECLOSURE


 


a.             After the occurrence of an Enforcement Event the Pledgee may sell or
cause the Share Collateral to be sold in accordance with Articles 3:248 NCC and following. The Pledgor waives its
rights under Article 3:251 NCC.


 


b.            To the extent such does not arise from Article 2:198(5) NCC,
the Pledgee is irrevocably authorised (without obligation) by the Pledgor, in
the event of a sale as referred to under a. of this Article, to offer the Share
Collateral for sale in the manner prescribed by the Company’s Articles of association
or to seek the approval of the corporate bodies designated under the Company’s
Articles of association as empowered to approve all proposed transfers of
shares, as the case may be, and to exercise any of the Pledgor’s rights in
connection with the sale and transfer of the Share Collateral.


 


c.            The Pledgee is not obliged to:


 


i.              first foreclose on other security rights created under or in connection
with the Finance Documents. The Pledgor waives its rights under Article 3:234
NCC; or,


 


ii.             notify any 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).
Each Pledgor waives its rights under Articles 3:249 and 3:252 NCC.


 


10.          APPLICATION OF PROCEEDS


 


The Pledgee shall apply the proceeds from the
sale of the Share Collateral in accordance with the provisions of the Loan
Agreement, subject to mandatory provisions of Netherlands law.


 


11.          CONTINUING SECURITY AND OTHER MATTERS


 


11.1        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.


 


11.2        No prejudice


 


Subject to Article 12, this Deed does not intend to prejudice,
limit or affect any right of the Pledgee or the Pledgor under the Loan
Agreement and the Loan Agreement does not intend to prejudice, limit or affect
any right of the Pledgee or the Pledgor under this Deed.


 


11.3        Waiver


 


Without prejudice to the other provisions of
this Deed, the Pledgor waives its rights under Articles 3:233 and 6:139 NCC.


 


12.          CONFLICT


 


If there is a conflict between this Deed and the Loan
Agreement then (to the 


 


8

















 


extent permitted by law) the provisions of the Loan
Agreement will take priority over the relevant provisions of this Deed.


 


13.          TERMINATION AND RELEASE OF PLEDGE


 


13.1        The Pledgee shall at the request and
cost of the Parent release the right of pledge created by this Deed if any of
the following events occur:


 


a.             (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 the Share
Collateral; (ii) any sale or other disposition of the Share Collateral otherwise
permitted by the Bridge Facilities Agreement; (iii) any sale or other
disposition of the Share Collateral where the Facility Agent or the Security
Agent has consented to the disposal pursuant to the Bridge Facilities
Agreement; (iv) any sale or any other disposition of the Share Collateral
pursuant to a merger, consolidation, reorganisation, winding-up,
securitisation, Take-Out Financing, or sale and leaseback permitted by the
Bridge Facilities Agreement and to the extent necessary to ensure that such
merger, consolidation, reorganisation, winding-up, securitisation, Take-Out
Financing or sale and leaseback is completed; or (v) the creation of any
Encumbrance permitted by paragraph (x) of the definition of “Permitted
Encumbrances” under the Bridge Facilities Agreement, provided that, to the
extent that the disposal of the Share Collateral is a Permitted Disposal or a
sale or disposition otherwise permitted by the Bridge Facilities Agreement, the
Share Collateral 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.


 


13.2        The right of pledge on the Share
Collateral 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.          LIABILITY


 


The Pledgee is not liable to
the Pledgor for any loss or damage arising from:


 


a.             any sale or collection of the Share Collateral
by the Pledgee; or 


 


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 Pledgee.


 


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15.          COSTS


 


The Pledgee may charge reasonable costs and
expenses in accordance with the Loan Agreement.


 


16.          POWER OF ATTORNEY


 


16.1        For the benefit of
the Pledgee, the Pledgor hereby irrevocably appoints the Pledgee 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 the Share Collateral in
relation to any matters dealt with in this Deed and which the Pledgee may
reasonably deem to be necessary in order to give full effect to the purposes of
this Deed. Upon request of the Pledgee the Pledgor will ratify and confirm
whatever the Pledgee shall do or cause to be done in pursuance of the powers conferred
to it hereunder, for the duration of the right of pledge created pursuant to
this Deed.


 


16.2        In connection with
the power of attorney contained in this Article Parties agree that the
Pledgee may act as counterparty of the Pledgor, the Pledgor waives its rights
pursuant to Article 3:68 NCC, which waiver the Pledgee hereby accepts.


 


17.          GENERAL


 


17.1        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 Pledgee hereby accepts.


 


17.2        Transfer of Legal
Relationship


 


Subject to the terms of the Bridge Facilities
Agreement the Pledgee 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.


 


17.3        Notice


 


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


 


17.4        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 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 Article which differs as little
as possible from the invalid, illegal, non binding 


 


10

















 


or unenforceable provision, taking into account
the substance and purpose of this Deed.


 


17.5        Amendment


 


This Deed may only be amended by a written agreement,
to the extent required by Netherlands law in the form of a notarial deed
executed before a civil law notary.


 


17.6        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 any of the other Parties 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).


 


17.7        Benefit
of security


 


The Pledgor and the Pledgee explicitly agree
and declare that upon transfer, assignment or pledge, of the 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.          GOVERNING LAW AND JURISDICTION


 


18.1        Governing Law


 


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


 


18.2        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 18.2 is for
the benefit of the Pledgee only. As a result, the Pledgee shall not be
prevented from taking proceedings relating to a dispute in any other courts
with jurisdiction.


 


19.          MANNER OF ACQUISITION


 


The Seller acquired
the Shares by means of a transfer on the legal basis (titel) of
a share purchase agreement, as evidenced by a deed executed on the nineteenth
day of December two thousand before A.B. Wolf, civil law notary at
Rotterdam, the Netherlands. The transfer was acknowledged by the Company on the
same date, as evidenced by that same notarial deed.


 


20.          ACKNOWLEDGEMENT AND COMPANY STATEMENTS


 


The person appearing acting on behalf of the
Company, declared:


 


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a.             that the Company acknowledges, and where
applicable acknowledges in advance, the rights of pledge on the Share
Collateral;


 


b.            that the Company has at all times and without
interruption accepted as valid the transfers by which the Pledgor acquired the
Shares and all previous transfers of the Shares;


 


c.             that the Company will cause the rights of  pledge on the Shares as well as any right of
pledge on New Shares to be duly entered in the shareholders’ register without
delay;


 


d.            that the Company acknowledges that it has
received notice of the right of pledge to the extent such right of pledge is
created on (future) claims against the Company in accordance with Article 3:236
(2) NCC  and Article 3:94 NCC;
and


 


e.             that the Company shall act in accordance with
the provisions of this deed of pledge.


 


21.          APPROVAL RIGHT OF PLEDGE AND PLEDGE OF SECURED LIABILITIES
BY GENERAL MEETING OF SHAREHOLDERS


 


The Pledgor hereby in its capacity of sole
shareholder of the Company resolves (pursuant to Article 21 of the Company’s
Articles of association) to approve (i) the creation of the right of
pledge on the Share Collateral (including the conditional passing of the Voting
Rights) under this Deed and (ii) the envisaged
creation of a right of pledge by the Pledgee of the Secured Liabilities in
favour of BNP as security for the Bridge Facilities Agreement, including,
without limitation, all accessory rights (afhankelijke rechten)
and all ancillary rights (nevenrechten)
which includes (its share in) the right of pledge contemplated in this Deed
(including the conditional passing of the Voting Rights). The members of the Company’s board
of management have had the opportunity to render advice as to the above resolution.


 


22.          AUTHORITY AND POWER OF ATTORNEY


 


The authorization granted to the persons
appearing is evidenced by three private powers of attorney, which immediately
after the execution will be attached to this Deed.


 


23.          CIVIL LAW NOTARY


 


The parties are aware that the undersigned
civil law notary works with NautaDutilh N.V., the firm that has advised BNP
Paribas in this
transaction. With reference to the Code of Conduct (Verordening
beroeps- en gedragsregels) established by the Royal Notarial
Professional Organisation (Koninklijke Notariële
Beroepsorganisatie), the parties herewith explicitly agree and
consent (i) that the civil law notary shall  execute this notarial deed and (ii) that
BNP Paribas is
assisted and represented by NautaDutilh N.V. in relation to the Loan Agreement
and this deed of pledge and any agreements that may be concluded, or disputes
that may arise, in connection therewith.


 


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FINAL STATEMENT


 


The persons appearing are known to me, civil law notary.


 


This Deed was executed in Amsterdam on the date mentioned in its
heading.


 


After I, civil law notary, had conveyed and explained the contents of
the Deed in substance to the persons appearing, they declared that they had
taken note of the contents of the Deed, were in agreement with its contents and
did not wish them to be read out in full.


 


Following a partial reading, the Deed was signed by
the persons appearing and me, civil law notary


 




	
   

  	
  /s/ W.H. Bossenbroek

  






 


 


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