Exhibit 4.5.29


 


ACCOUNT
PLEDGE AGREEMENT


 


 


between


 


HERTZ AUTOVERMIETUNG GMBH


 


as Pledgor


 


BNP PARIBAS


 


as Security Agent and Lender


 


and


 


OTHERS


 


as Lenders


 


 


NÖRR
STIEFENHOFER LUTZ


 


RECHTSANWÄLTE
STEUERBERATER WIRTSCHAFTSPRÜFER PARTNERSCHAFT


 


BERLIN    DRESDEN    DÜSSELDORF    FRANKFURT/MAIN    MUNICH


BRATISLAVA    BUCHAREST    BUDAPEST    MOSCOW    PRAGUE    WARSAW


NEW YORK REPRESENTATION OFFICE


 


Friedrichstrasse 2-6  •  D-60323 Frankfurt/Main  •  Tel.: +49 (0)
69 9714 77-0  •  Fax: +49 (0)
69 9714 77-100


 

















 


TABLE OF CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
  2

  
	
  2.

  	
  PLEDGE
  OF ACCOUNTS

  	
  3

  
	
  3.

  	
  ACCEPTANCE
  OF THE ACCOUNT PLEDGE

  	
  3

  
	
  4.

  	
  SECURED
  OBLIGATIONS

  	
  3

  
	
  5.

  	
  NOTIFICATION
  OF THE ACCOUNT PLEDGE

  	
  4

  
	
  6.

  	
  RIGHTS
  OF THE PLEDGOR

  	
  6

  
	
  7.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE PLEDGOR

  	
  6

  
	
  8.

  	
  UNDERTAKINGS
  OF THE PLEDGOR

  	
  7

  
	
  9.

  	
  REALISATION

  	
  8

  
	
  10.

  	
  LIMITATION
  LANGUAGE

  	
  8

  
	
  11.

  	
  RELEASE

  	
  10

  
	
  12.

  	
  DURATION
  AND INDEPENDENCE

  	
  11

  
	
  13.

  	
  NOTIFICATIONS

  	
  11

  
	
  14.

  	
  MISCELLANEOUS

  	
  12

  
	
  SIGNATURES

  	
  14

  
	
  SCHEDULE 1
  

  	
  LIST OF THE ACCOUNTS

  	
  16

  
	
  SCHEDULE 2

  	
  19

  
	
  PART 1
  NOTIFICATION OF THE ACCOUNT PLEDGE BY THE PLEDGOR

  	
  19

  
	
  PART 2
  NOTIFICATION OF THE ACCOUNT PLEDGE BY THE PLEDGEE

  	
  22

  
				



 


i

















 


THIS
ACCOUNT PLEDGE AGREEMENT (the Agreement) is dated 21 December 2005
and is made


 


BETWEEN:


 


(1)              HERTZ AUTOVERMIETUNG GMBH, a limited
liability company incorporated under the laws of Germany, registered in the commercial register (Handelsregister)
at the local court (Amtsgericht) of
Frankfurt am Main under HRB 52255 with its
principal office at Ginnheimer Straße 4, D-65760 Eschborn (the Pledgor);


 


(2)              BNP PARIBAS, a “société anonyme” organised under the laws of France with its
registered office at 16, boulevard des Italiens, F-75009 Paris, registered with
the Paris “Registre de Commerce et des Sociétés”
under the number 662 042 449 RCS Paris as security agent and lender (the Security Agent);


 


(3)              THE ROYAL BANK OF SCOTLAND plc, incorporated under the laws of Scotland with its registered
address at 36 St Andrew Square, Edinburgh EH2 2YB as lender;


 


(4)              CALYON, a “société anonyme” with its registered office at 9, quai du
Président Paul Doumer, F-92920 Paris La Défense Cedex as lender;


 


(5)              BNP PARIBAS (CANADA),
a bank duly constituted under the relevant Canadian bank act, having its head office
at 1981, McGill College Avenue, Montreal (Quebec) H3A 2W8; and


 


(6)              INDOSUEZ FINANCE (U.K) LIMITED, a limited liability company with registration number, having its
registered office at Broadwalk House, 5 Appold Street, London EC2A 2DA, UK
(together with the parties under (2) to (5), any Secured Hedge
Counterparty and any L/C Issuer the Original Finance Parties
and each an Original Finance Party and
together with any person acceding to the Facility Agreement (as defined below)
as finance party the Finance Parties
and each a Finance Party).


 


The parties listed under (2) to (6) are together referred to
as Original Pledgees and each an Original Pledgee and together with any Future Pledgee (as
defined below) the Pledgees and
each a Pledgee. The Pledgor and the Pledgees
are collectively referred to as the Parties and
each a Party.


 


RECITALS


 


(A)             By a senior bridge facilities
agreement dated on or about 21 December 2005 (the Facility Agreement) the Original Finance
Parties have agreed to make available to the Pledgor and certain subsidiaries
of Hertz International, Ltd (together with any person acceding to the Facility
Agreement as borrower the Borrowers and each a
Borrower) a facility to be used for the purpose of, inter alia, the refinancing of the purchase price of certain
vehicles and certain payments in connection with the purchase by CCMG Holdings, Inc.
of the shares in The Target from Ford Holdings LLC.


 


(B)              Pursuant to the terms of the Facility Agreement the Pledgor in its capacity as guarantor and certain
subsidiaries of Hertz International, Ltd (together with any person acceding to
the


 


1

















 


Facility Agreement as guarantor the Guarantors and each a Guarantor) have guaranteed in favour of
the Finance Parties the performance by certain Obligors under the Finance
Documents (the Guarantee).


 


(C)              BNP Paribas has been appointed as security agent to hold and administer
all security granted in connection with the Facility Agreement.


 


(D)             The Pledgor has entered into this Agreement in order to secure its
liabilities in respect of the Secured Obligations (as defined below).


 


(E)              References in this Agreement to the Finance Documents will be deemed
to include references to those agreements as they may be amended, modified,
varied, novated or restated from time to time (including, without limitation,
by way of increase of the facilities made available thereunder). Similarly,
references in this Agreement to Secured Obligations (as defined below) will be
deemed to include any and all obligations which the Pledgor may have under
or in connection with the Finance Documents as the same may be so amended,
modified, varied, novated or restated from time to time.


 


THE
PARTIES AGREE as follows:


 


1.                DEFINITIONS


 


Terms
used but not otherwise defined herein shall have the meanings ascribed thereto
in the Facility Agreement.


 


Accounts
means the Accounts as listed in SCHEDULE 1
(List of the Accounts) and any sub-Accounts (Unterkonten),
and any and all present and future Accounts, sub-Accounts and renumbered
Accounts which are open or will be opened in the Federal Republic of Germany
now, or in the future in replacement of or in connection with the Accounts by
the Pledgor after the date hereof in accordance with the Facility Agreement.


 


Account
Banks means the Banks listed in SCHEDULE 1
(List of the Accounts).


 


Enforcement
Event means an Event of Default that has
occurred and is continuing unremedied and unwaived (where applicable) under the
Facility Agreement and which results in the Security Agent serving a notice on
Hertz International, Ltd pursuant to Clause 23.16 (a) of the Faciltiy
Agreement.


 


Intercreditor Deed means an intercreditor
agreement dated on or about 21 December 2005 between, inter alia,
Hertz International Ltd., the Pledgor and the Original Finance Parties.


 


Parallel
Debt means a separate abstract
acknowledgement of debt (abstraktes
Schuldanerkenntnis) issued by the Pledgor in favour of the Security
Agent.


 


2

















 


2.                PLEDGE OF ACCOUNTS


 


2.1              The Pledgor pledges to
each Pledgee any amount standing currently or in the future to the credit
balance of the Accounts held with the Account Banks and any other claim arising
out of or in connection with the contractual relationship with the respective
Account Bank including all interest payable thereon (the Account
Pledge).


 


2.2              The validity and effect
of the Account Pledge shall be independent from the validity and the effect of
any other pledge and the Pledge will hold an individual pledge and all such
pledges shall rank pari passu in
priority to any of the other pledges created hereunder.


 


3.                ACCEPTANCE OF THE ACCOUNT
PLEDGE


 


3.1              Each Original Pledgee
accepts the Account Pledge for itself and the Security Agent, as agent without
power of attorney (Vertreter ohne
Vertretungsmacht), accepts the Account Pledge for each party
acceding to the Finance Documents as finance party in accordance with the terms
thereof (the Future Pledgee). Each Future
Pledgee ratifies such acceptance for itself by accepting such transfer or
assignment, thereby becoming a Pledgee, it being understood that any future or
conditional claim (zukünftiger oder bedingter
Anspruch) of such Future
Pledgee arising under the Finance Documents shall be secured by the Account
Pledge constituted hereunder. All Parties hereby confirm that the validity of
the Account Pledge granted hereunder shall not be affected by the Security
Agent acting as agent without power of attorney for each Future Pledgee.


 


3.2              In accordance with Section 418
sub-section 1 sentence 3 of the German Civil Code (Bürgerliches
Gesetzbuch) the Pledgor hereby expressly agrees that the Account
Pledge will continue to be a security in the event of a full or partial
assignment of contracts (Vertragsübernahme/-beitritt)
and/or an assumption of liabilities or obligations (Schuldübernahme/-beitritt).


 


4.                SECURED OBLIGATIONS


 


The
Account Pledge hereunder is constituted in order to secure the prompt and
complete satisfaction of any and all obligations (present and future, actual
and contingent) which are (or are expressed to be) or become owing by the Pledgor
to the Finance Parties or any of them under the Finance Documents, in particular,
the Facility Agreement, the Guarantee and the Parallel Debt including, but
without limitation to, obligations arising in connection with any advances made
under any of the Finance Documents during any extension period by any
transferor thereunder. For the avoidance of doubt these shall include any
claims arising out of unjust enrichment (ungerechtfertigte
Bereicherung) (together referred to as the Secured
Obligations).


 


3

















 


5.                NOTIFICATION OF THE ACCOUNT
PLEDGE


 


5.1              Upon signing of this
Agreement the Pledgor will notify the Account Banks in respect of the Account
Pledge of this Agreement, by delivering a signed notification letter in the form of
SCHEDULE 2 Part 1 (Notification of the Account Pledge by the Pledgor)
via registered mail with return receipt (Einschreiben mit
Rückschein) and shall forthwith request an acknowledgement from the
Account Banks. This notification shall be accompanied by a letter of the
Security Agent by which the Security Agent notifies the Account Banks of the
Account Pledge. To this end the Security Agent will deliver to the Pledgor in
due time a signed notification letter substantially in the form attached
hereto as SCHEDULE 2 


 


4

















 


Part 2 (Notification
of the Account Pledge by the Pledgee). The Pledgor will provide the Security
Agent with the acknowledgement executed by the Account Banks without undue
delay upon receipt.


 


5.2              The Pledgor will
promptly, however at the latest five (5) Business Days of the
re-designation, renumbering or change of the Account notify the Finance Parties
and the relevant Account Banks of the Account Pledge as set out in Clause 5.1
of this Agreement.


 


5

















 


6.                RIGHTS OF THE PLEDGOR


 


6.1              Unless the Security
Agent gives written notice to the contrary upon the occurrence of an
Enforcement Event, the Pledgor shall be authorised to exercise all rights and
powers in respect of the Accounts in the ordinary course of business.


 


6.2              The Security Agent is
entitled to revoke the above authorisation upon the occurrence of an
Enforcement Event.


 


6.3              Upon revocation of the
authorisation the Security Agent is entitled to demand delivery of all documentation
in relation to the Accounts.


 


7.                REPRESENTATIONS AND WARRANTIES
OF THE PLEDGOR


 


The Pledgor hereby represents
and warrants to each Pledgee that:


 


(a)              it
is the sole holder of the Accounts;


 


(b)              save for the security permitted
under the Finance Documents and the pledge of the
Account Banks pursuant to their standard terms and conditions (Allgemeine Geschäftsbedingungen), it has not otherwise pledged the
Accounts and no third party other than any Account Bank has any right, claim,
title, interest, pledge, lien or other encumbrance or charge whatsoever in or
to the Accounts;


 


(c)              except
as explicitly set forth in this Agreement or permitted by any other Finance
Document, the Pledgor is not subject to any restriction of any kind, or any
consent requirement with regard to the transfer of, or the granting of a pledge
in, or any other disposal of, the Accounts;


 


(d)              the
Pledgor has the requisite power and authority to enter into this Agreement and
all necessary corporate action has been taken and all necessary consents have
been obtained with regard to the execution and performance of this Agreement;


 


(e)              the
Accounts are free from any liens, encumbrances or any other third-party rights
other than the pledges of the Account Banks pursuant to their standard terms
and conditions (Allgemeine Geschäftsbedingungen);
and


 


(f)               the
Pledgor is the unrestricted legal owner of all amounts standing to the credit
of the Accounts and, pursuant to Section 8 of the German Money Laundering
Act (Geldwäschegesetz), is the beneficial
owner (wirtschaftlicher Berechtigter) of all
amounts standing to the credit of the Accounts and it did not, and still does
not, act for the account of third parties in connection with the establishment
and the maintenance of the Accounts.


 


6

















 


8.                UNDERTAKINGS OF THE PLEDGOR


 


The Pledgor
hereby undertakes to each Pledgee:


 


(a)              to
notify the Security Agent without undue delay (ohne
schuldhaftes Zögern) of any event or circumstance which might
materially adversely affect the validity or enforceability of the security or
cause an Event of Default to occur;


 


(b)              except
as permitted under the Finance Documents, not to encumber, create or agree to
create, or permit to subsist, any encumbrance, other security interest or third
party right in or over the Accounts except for the security granted pursuant to
the Security Documents or permitted pursuant to the terms of the Facility
Agreement;


 


(c)              except
as permitted under the Finance Documents not to close the Accounts during the
term of the Account Pledge without the prior written consent of the Pledgees;


 


(d)              to
ensure that all rights granted to the Pledgees under this Agreement are prior
in ranking to any rights of third parties (except for the pledge of the Account
Banks pursuant to their standard terms and conditions (Allgemeine
Geschäftsbedingungen) to which the undertaking pursuant to Clause
8(j) shall apply);


 


(e)              to
notify the Security Agent without undue delay (ohne
schuldhaftes Zögern) of any new account opened which is not listed
in SCHEDULE 1
(List of the Accounts) and to pledge any such new
account with first rank for the benefit of the Pledgees;


 


(f)               to
notify the Security Agent promptly if the Accounts are affected by or subject
to attachment proceedings or other similar measures. In the event of an
attachment, the Pledgor shall provide the Security Agent with a copy of the
attachment and execution order as well as with all other information necessary
to lodge protest against the execution and shall without undue delay (ohne schuldhaftes Zögern) inform the execution creditor
in writing of the Pledgees’ security interests hereunder; and


 


(g)              that
the Account Pledge will until satisfaction of the Secured Obligations in full
have first ranking priority (to the extent legally possible and save for the
security permitted under the Finance Documents and the pledge of the relevant
Account Bank pursuant to its standard terms and conditions (Allgemeine  Geschäftsbedingungen)
until its waiver by the relevant Account Bank); and


 


(h)              to
use reasonable efforts that the relevant Account Bank at which the Accounts are
or will be held waives its right of set-off in relation to the funds held in
the Accounts and the pledge pursuant to its standard terms and conditions (Allgemeine Geschäftsbedingungen).


 


7

















 


9.                REALISATION


 


9.1              Following an Enforcement
Event and the lapse of any applicable grace or curing period provided for in
the Facility Agreement the Pledgees may, at any time after the prerequisites
with regard to an enforcement of the Pledge (Pfandreife)
under Sections 1273, 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) are met, avail themselves of all
rights and remedies a pledgee has upon default under the laws of the Federal
Republic of Germany, in particular as set forth in Sections 1204 et seq. and Sections 1234 et seq.
of the German Civil Code (Bürgerliches Gesetzbuch),
including, without limitation, the right to collect any balances standing to
the credit of the Accounts and any interest claim thereunder. Notwithstanding Section 1277
sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch)
the Pledgor hereby expressly agrees that no prior obtaining of an enforceable
court order (vollstreckbarer Titel) or notification
of enforcement will be required and that five (5) Business Days’ prior
notice of the enforcement shall be sufficient. Section 1234 sub-section 2
of the German Civil Code (Bürgerliches Gesetzbuch)
shall not apply. Realisation of the Account Pledge without prior written notice
to the Pledgor and waiting period shall be permissible if the Pledgor has
generally ceased payment or if insolvency proceedings in respect of the Pledgor
have been opened by the courts. The Pledgees shall at all times until the full
and complete satisfaction of all the Secured Obligations take into
consideration the legitimate interest of the Pledgor in exercising its rights
and carrying out its duties under this Agreement.


 


9.2              Following the
realisation of the Account Pledge, the Pledgees shall use the proceeds to
satisfy the Secured Obligations in accordance with the Facility Agreement.


 


9.3              Upon the occurrence of
an Enforcement Event the Pledgees and the Security Agent shall be entitled to
notify each Account Bank of the realisation of the Account Pledge and direct it
to transfer all amounts standing to the credit balance of the Accounts in accordance
with the Facility Agreement.


 


10.             LIMITATION LANGUAGE


 


10.1             The Pledgees agree that their
right to enforce the security granted hereunder shall, if and to the extent
that it secures liabilities of any shareholder of the Pledgor or any such
shareholder’s affiliated company (verbundenes Unternehmen)
within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (other than the Pledgor’s subsidiaries), at
all times be limited to an amount equal to the Pledgor’s net assets (as defined
in Clause 10.2).


 


10.2            For the purposes of this
Clause 10 (Limitation Language), net assets shall be calculated by taking into
account the captions reflected in section 266 (2) A, B and C of the
German Commercial Code (Handelsgesetzbuch)
less the sum of:


 


(i)              the Pledgor’s liabilities (the calculation of which shall take into
account the captions reflected in section 266 (3) B, C and D of the
German Commercial Code


 


8

















 


(Handelsgesetzbuch)); and


 


(ii)             the registered share capital (Stammkapital)
of the Pledgor; and


 


(iii)            the amount of any intercompany loan or loans granted by the Pledgor
to its parent or sister companies.


 


10.3            For the purpose of the
calculation of the enforceable amount, the Pledgor will, within 30 (thirty)
Business Days after the Pledgees have made a demand for realisation hereunder,
deliver to the Pledgees an unaudited up-to-date balance sheet of the Pledgor,
drawn up by its auditors, which shows the value of the net assets. The balance
sheet and determination of net assets shall be prepared in accordance with
accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that
were applied when establishing the immediately preceding year’s balance sheet.


 


10.4            If the Pledgor fails to
deliver a copy of its balance sheet in accordance with Clause 10.3, the Pledgees
shall be entitled to enforce the security granted hereunder without limitation.
Following such enforcement, the Pledgees agree to release proceeds from the
enforcement of the security granted hereunder if and to the extent that it
secures liabilities of any shareholder of the Pledgor or any such shareholder’s
affiliated company (verbundenes Unternehmen)
within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than the Pledgor’s subsidiaries) and
that such enforcement or the application of proceeds from such enforcement
towards the Secured Obligations would otherwise lead to the situation that the Pledgor
does not have sufficient net assets, as determined in accordance with a balance
sheet drawn up as foreseen under Clause 10.3, to maintain its registered share
capital (Stammkapital).


 


10.5            For the purposes of the
calculation of the enforceable amount specified in Clause 10.3 and the amount
to be released specified in Clause 10.4, the following balance sheet items
shall be adjusted as follows:


 


(i)              the amount of any increase of registered share capital out of
retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln)
after the date hereof that has been effected without the prior written consent
of the Pledgees shall be deducted from the registered share capital; and


 


(ii)             loans and other contractual obligations incurred in violation of the
provisions of the Finance Documents to which the Pledgor is a party, shall be
disregarded.


 


10.6            Furthermore, if and to the
extent legally permissible the Pledgor shall, in a situation where it does not
have sufficient net assets to maintain its registered share capital and where the
Pledgees would (but for this Clause 10) be entitled and are seeking to enforce
the security granted hereunder realise any and all of its assets that are shown
in the balance sheet with a book value (Buchwert) which
is significantly lower than the realisable market value of such assets and to
the extent such assets are not necessary for the Pledgor’s business or
operations (nicht betriebsnotwendig).


 


9

















 


10.7            The limitations set out in
this Clause 10 shall not apply to security granted by the Pledgor in relation
to any amounts borrowed under the Facility Agreement to the extent the proceeds
of such borrowing are on-lent to it or any of its subsidiaries from time to
time and have not been repaid at the time of the security granted hereunder.


 


10.8            The security granted
hereunder shall further not be enforced to the extent that the Pledgor
demonstrates in reasonable detail that such enforcement would lead to a breach
of the duty of care owing by the relevant shareholders vis-à-vis the
respective company (Gebot der Rücksichtnahme
auf die Eigenbelange der Gesellschaft) and of the prohibition of
insolvency-causing intervention (Verbot des
existenzvernichtenden Eingriffs), as developed by the recent jurisdiction
(in particular BGH II ZR 178/99 Bremer “Vulkan”,
BGH ZR 196/00 and BGH II ZR 300/00 “KBV”),
of the Federal Supreme Court (Bundesgerichtshof),
caused for example, as far as this would be within the scope of the cited court
rulings, if the entering into the guarantee or indemnity and its enforcement
results in the illiquidity (Zahlungsunfähigkeit)
of the Transferor. The Pledgees shall be obliged to retransfer proceeds from
such enforcement to the extent that the Pledgor demonstrates in reasonable detail
that the enforcement of this Agreement violated the rules of the cited
Federal Supreme Court rulings. Any claim for damages (excluding, for the
avoidance of doubt, any claim relating to unjust enrichment) by the Pledgor or
the Borrowers against the Banks, the Facility Agent, the Global Coordinator
and/or the Arrangers and Joint Bookrunners in connection with a potential
existence threatening intrusion shall be excluded.


 


11.             RELEASE


 


11.1            Upon (a) the Secured
Obligations 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 security providers or any other person
under any of the Finance Documents, or (b) the Pledgor ceasing to be both
a Borrower and a Guarantor subject to, and in accordance with, the Facility
Agreement, the Security Agent shall, at the request of the Pledgor release and
cancel the Security of the Pledgor and procure the retransfer to the Pledgor of
the security pledged to the Security Agent pursuant to this Agreement. The cost
of such release shall be borne in accordance with the terms of the Facility
Agreement.


 


11.2            In connection with (a) any
Permitted Disposal of any property that is subject to a Security, (b) any
sale or other disposition of any property otherwise permitted by the Facility
Agreement that is subject to a Security, (c) any sale or other disposition
of any property that is subject to a Security where the Facility Agent or the
Security Agent has consented to the disposal pursuant to the Facility Agreement,
(d) any sale or any other disposition of any property pursuant to a
merger, consolidation, reorganisation, winding-up, securitisation, Take-Out
Financing or sale and leaseback permitted by the Facility Agreement to the
extent necessary to ensure such merger, consolidation, reorganisation,
winding-up, securitisation, Take-Out Financing or sale and leaseback take
place, or (e) the creation of any Encumbrance permitted by paragraph (x)
of the definition of Permitted Encumbrance, the Security Agent shall, at the
request and cost of the Hertz International, Ltd, release and cancel the
security of


 


10

















 


the Pledgor and procure the retransfer to the
Pledgor of the property and assets pledged to the Pledgees pursuant to this
Agreement, provided that, to the extent that the disposal of such property is a
Permitted Disposal or a sale or disposition otherwise permitted by the Facility
Agreement, the property shall be declared to be automatically released from the
Security 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.


 


11.3            At any time when the total
value of the aggregate security granted by the Pledgor and any of the other
Obligors to secure the Secured Obligations (the Total
Security) which can be expected to be
realised in the event of an enforcement of the Total Security (realisierbarer  Wert) exceeds
110 per cent. of the Secured Obligations (the Limit)
not only temporarily, the Pledgees shall on demand of the Pledgor release such part of
the Total Security (Sicherheitenfreigabe)
as the Pledgees may in their reasonable discretion determine so as to
reduce the realisable value of the Total Security to the Limit.


 


12.             DURATION AND
INDEPENDENCE


 


12.1            This Agreement shall
constitute a continuing security and no change or amendment whatsoever in and
to the Secured Obligations and to any document related with the Secured
Obligations shall affect the validity and the scope of the Account Pledge and
this Agreement nor the obligations which are imposed on the Pledgor pursuant to
it. This Clause 12.1 shall not limited the Pledgees’ obligation to release
collateral as set out in Clause 11 (Release).


 


12.2            This Agreement is in
addition to, and independent of, any other security or guarantee the Pledgees may now
or hereafter hold in respect of the Secured Obligations. None of such security
interests or guarantees shall prejudice, or shall be prejudiced by, or shall be
merged or commingled in any way with the Account Pledge.


 


12.3            The Account Pledge shall
remain valid notwithstanding any measure taken by the Pledgees against the
Pledgor to collect the Pledgees’ claims, and in particular if the Pledgees
grant payment deferrals, release guarantors, sureties or collateral or conclude
a settlement or another agreement with persons directly or indirectly concerned
by this Agreement.


 


13.             NOTIFICATIONS


 


Any
notice or other communication under or in connection with this Agreement shall
be in writing and shall be delivered personally, or sent by mail, courier or by
facsimile transmission:


 


11

















 


In the case
of the Pledgees, to:


 


BNP Paribas - Titrisation


 


	
  Address:

  	
   

  	
  3, Rue d’Antin

  
	
   

  	
   

  	
  F-75002 Paris

  
	
  Fax number:

  	
   

  	
  +33 (1) 42 98 6919

  
	
  Attention:

  	
   

  	
  Ms. Violaine Delaunay

  
	
   

  	
   

  	
   

  
	
  in
  the case of the Pledgor, to:

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Ginnheimer Straße 4

  
	
   

  	
   

  	
  D-65760 Eschborn

  
	
  Fax number:

  	
   

  	
  +49 (0) 6196 937 146

  
	
  Attention:

  	
   

  	
  Mr. Remigius Keijzer

  
	
   

  	
   

  	
  Mr. Floris van Kolfschoten,

  



 


or to
the address notified at the point of closing or any other address later
notified in writing to the other Party at least 15 days in advance. Any changes
in the authority to represent the Pledgor shall be notified to the Pledgees
without undue delay.


 


14.             MISCELLANEOUS


 


14.1            Conflict between this Agreement and the Facility Agreement


 


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


 


14.2            Costs and Fees


 


The
Pledgor will pay all costs, fees and expenses incurred in connection with the negotiation, execution or enforcement of this Agreement to
the extent required by Clause 27 of the Facility Agreement.


 


14.3            Waivers


 


No
failure to exercise, nor any delay in exercising, on the part of a Pledgee,
any right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or other
exercise thereof or the exercise of any other right or remedy.


 


14.4            Amendments


 


Any
changes, amendments and waivers of any provision of this Agreement, including
this Clause 14.4, require written form in order to become valid. No oral
supplements to this Agreement have been made.


 


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14.5            Partial Invalidity


 


If any
of the provisions of this Agreement shall be or become invalid, unenforceable
or impractical in whole or in part, the validity of the other provisions hereof
shall not be affected. In that case the invalid, unenforceable or impractical
provision shall be replaced by such valid, enforceable or practical provision
or arrangement, which corresponds as closely as possible to the invalid,
unenforceable or impractical provision and to the Parties’ economic aims
pursued by and reflected in this Agreement. The same applies in the event that
this Agreement does not contain a provision which it needs to contain in order
to achieve the economic purpose as expressed herein (Regelungslücke).


 


14.6            Choice of law


 


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


 


14.7            Place of Jurisdiction


 


Any
legal action or proceedings arising out of or in connection with this Agreement
shall be brought in the district court (Landgericht) in
Frankfurt/Main. The foregoing shall, however, not limit the right of the Pledgees
to bring any legal action against the Pledgor in any other court of competent
jurisdiction.


 


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SIGNATURES


 


Pledgor


 


HERTZ
AUTOVERMIETUNG GMBH


 


	
  By:

  	
  /s/ Nuns Moodliar

  	
   

  
	
   

  	
  Name:

  	
  Nuns Moodliar

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 


 


Pledgees


 


BNP
PARIBAS


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


 


THE
ROYAL BANK OF SCOTLAND plc


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


 


CALYON


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


14

















 


BNP
PARIBAS (CANADA)


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


 


INDOSUEZ
FINANCE (U.K.) LIMITED


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


 


Security
Agent


 


BNP
PARIBAS


 


 


	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


15