Exhibit
4.5.14.1


 


IN THE YEAR TWO THOUSAND
AND FIVE, THIS TWENTY FIRST DAY OF DECEMBER.


 


BEFORE MTRE. PIERRE BÉLAND, the undersigned Notary for the Province of
Québec, practicing at Montreal.


 


APPEARED:


 


HERTZ
CANADA LIMITED (hereinafter referred to as the “Grantor”), a legal person constituted under
the laws of Ontario, having a place of business at 5403 Eglington Avenue West,
Etobicoke, Ontario, M9C 5K6 and which is herein represented by [Pierre Denis/Benjamin Gross], its
authorized representative, who is duly authorized in virtue of a resolution of
its board of directors dated December 20, 2005, a certified copy or
duplicate of which is annexed hereto after having been signed for
identification by the said representative and by the undersigned Notary.


DEED OF HYPOTHEC


 


AND:


 


Minute No. 1646


BNP
PARIBAS (CANADA) (hereinafter referred to as the “Trustee”), as holder of an irrevocable
power of attorney (fondé de pouvoir)
of the present and future holders of the Bond (as hereinafter defined), which
Trustee is duly organized and which is herein represented by Louise Bouchard,
its Vice-President Legal Affairs, who is duly authorized as she so declares.


 


WHICH
PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:


 


1.             DEFINITIONS


 


Unless it is otherwise apparent
from or inconsistent with the context, certain words and expressions in this
Deed the initial letter of which is capitalized and which are not otherwise
defined in the text itself, have the meaning ascribed thereto in Schedule I, or
if not defined in such text or Schedule I, then such words and expressions
shall have the meaning ascribed thereto in the Facilities Agreement.


 


2.             OBLIGATIONS
SECURED


 


The
Grantor hereby acknowledges having issued and executed on of December 21, 2005,
Bond No. 1 (the “Bond”), in
favour of BNP Paribas (Canada), in its capacity as security agent under and
pursuant to the Facilities Agreement (in such capacity, the “Security Agent”) for its own benefit and on
behalf and for the benefit of all present and future Finance Parties, and
agreed to secure by way of the present hypothec its obligations towards the
Security Agent, under the Bond. The Grantor hereby also acknowledges that


 

















 


the Bond constitutes a
title of indebtedness thereof. In this Deed, the word “Obligations” means the payment by the
Grantor to the Security Agent of the principal amount of the Bond, interest
thereon and all other amounts from time to time owing thereunder or pursuant
thereto and the performance by the Grantor of all of its obligations under the
Bond and hereunder.


 


3.             HYPOTHEC


 


As
security for the full and final payment of the Obligations and of the expenses,
if any, incurred by the Trustee to obtain payment of the Obligations or to
conserve the Mortgaged Property, the Grantor hereby hypothecates to and in
favor of the Trustee as holder of an irrevocable power of attorney (fondé de pouvoir) for all present and
future holders of the Bond, to the extent of Two
Billion Dollars ($2,000,000,000) in Canadian lawful money, with
interest thereon at the rate of Twenty-Five
Percent (25%) per annum
from the date hereof, all present and future movable property of the Grantor,
corporeal or incorporeal, wherever situate including, without limitation:


 


(a)           all
of its Claims, present and future;


 


(b)           all of its
Property in Stock, present and future;


 


(c)           all of its
Core Country Fleet and all other Equipment, present and future;


 


(d)           all of its
Intellectual Property, present and future;


 


(e)           all of its
Contractual Rights, present and future; and


 


(f)            all
Securities, present and future.


 


Notwithstanding the
foregoing, the hypothecs created hereunder shall not extend to: (i) any general
incorporeals or other rights arising under any contracts, instruments, licenses
or other documents as to which the grant of a hypothec would constitute a violation
of a valid and enforceable restriction in favour of a third party on such
grant; or (ii) Securities in respect of Matthews Equipment Limited.


 


4.             REPRESENTATIONS AND WARRANTIES


 


The
Grantor hereby represents and warrants that:


 


4.1           The
Grantor is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has full power
and authority and holds all requisite governmental licenses, permits and other
approvals to enter into this Deed.


 


4.2           The
execution and delivery by the Grantor of this Deed and the performance by the
Grantor of its obligations hereunder (i) are within the


 


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Grantor’s powers,
(ii) have been duly authorized by all necessary corporate action,
(iii) do not contravene the Grantor’s constating documents and by-laws,
(iv) do not contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting the Grantor or
(v) result in, or require the creation or imposition of any Encumbrance on
any of the Grantor’s assets and properties, except pursuant to the terms of a
Security Document.


 


4.3           This
Deed of Hypothec constitutes legal, valid and binding obligations of the
Grantor enforceable against it in accordance with its terms, subject, as to
enforcement or remedies, to the effects of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally and subject to the
limitation that the availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.


 


5.             COVENANTS OF THE GRANTOR


 


The
Grantor hereby undertakes and covenants in favor of the Trustee to:


 


5.1           Without
the prior written consent of the Trustee, not to move any of the Corporeal
Movable Property located in the Province of Quebec on the date hereof outside
of the Province of Québec on a permanent basis to a location outside of any
Canadian province, other than in the ordinary course of business or for a
legitimate business purpose.


 


5.2           Notify
the Trustee of any contemplated change in the jurisdiction in which its
domicile is located, at least 30 days prior to such change.


 


6.             SPECIAL PROVISIONS RELATIVE TO THE CLAIMS


 


6.1           Subject
to the terms and conditions of the Facilities Agreement, the Trustee
authorizes the Grantor to manage and collect the Claims in the ordinary course
of business. Such authorization may nevertheless be withdrawn at any time after
the occurrence of an Event of Default (but without any obligation on the part
of the Trustee to establish that the Grantor has been negligent or has refused
to avail itself of its rights), whereupon the Trustee shall so long as an Event
of Default shall be continuing, be free to do any of the following, without any
interference or consent on the part of the Grantor, without being bound (to the
full extent permitted by law) by the rules respecting the administration of the
property of others:


 


(a)           collect
the Claims and apply such proceeds (net of all collection costs and the
reasonable remuneration of the Trustee at the customary rates) to the
Obligations in such manner as it shall deem appropriate;


 


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(b)           give
valid acquittals for any sums paid by third party debtors at any time after as
well as before the creation of this security, and unilaterally cause, with or
without consideration, the cancellation or reduction of any Encumbrance
securing the Claims or any part thereof; and


 


(c)           renegotiate,
terminate or operate novation of the Claims in whole or in part upon such terms
and conditions as it shall deem reasonable, take and give up security and
generally exercise, but without any obligation to do so and at its entire
discretion, all rights of the Grantor with respect to the Claims, it being
understood that the Trustee is relieved of any obligation to inform the Grantor
of any irregularity in the payment of any Claim and it shall incur no liability
for any loss or damage which may result from the exercise of its rights except
in the case of its own intentional or gross fault.


 


6.2           Any
amount received by the Grantor with respect to the Claims after a withdrawal of
authorization as aforesaid shall be deemed so received as mandatory or
depositary of the Trustee and shall forthwith be remitted to the latter without
demand or notice.


 


6.3           If
any of the Claims are themselves secured by a Conventional Security or any
other right susceptible of publication under the law, the Trustee, following
the occurrence and during the continuance of an Event of Default, shall have
the right to accomplish, at the expense of the Grantor, all the formalities required
to perfect against the third party debtors the hypothecary rights of the
Trustee upon such Claims and accessories thereof.


 


6.4           Where
any of the Claims are subject to the provisions of the Financial Administration Act (Canada), the
Grantor hereby assigns the same absolutely to the Trustee and authorizes the
Trustee to complete the formalities required to make such assignment fully
enforceable.


 


7.             SPECIAL PROVISIONS RELATIVE TO THE HYPOTHEC ON
SECURITIES


 


The
Trustee may, upon the occurrence of an Event of Default which is continuing,
transfer any Securities or any part thereof into its own name or that of a
third party appointed by it so that, the Trustee or its nominee(s) may appear
as the sole registered holder thereof, in which case:


 


7.1           All
voting rights and any other right attached to such Securities may be exercised
by the Trustee (without any obligation of the Trustee to do so) or on behalf of
the Trustee.


 


7.2           The
Trustee shall collect revenues, dividends and capital distributions and the Grantor
shall cease to have any right thereto and the Trustee may either hold same as
Mortgaged Property or apply them in reduction of the Obligations.


 


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7.3           The
Trustee may give the Grantor a proxy, revocable at any time, authorizing it to
exercise, in whole or in part, all voting rights and any other rights attached
to such Securities.


 


For the purpose of this Article 7, the Grantor
hereby irrevocably appoints any officer or employee of the Trustee as its attorney
with full power of substitution and authority to execute such documents
necessary to render effective the rights granted to the Trustee pursuant to
this Article 7.


 


8.             EVENTS
OF DEFAULT


 


The hypothecary
rights hereby constituted shall become enforceable upon the occurrence of an
Event of Default.


 


9.             EXERCISE
OF HYPOTHECARY RIGHTS


 


9.1           Upon
the occurrence of an Event of Default, the Trustee may request from the Grantor
the voluntary surrender of the Mortgaged Property and the Grantor hereby
undertakes to do so. To that end, the Grantor covenants not to oppose the
measures initiated by the Trustee for the purpose of taking possession of the
assets surrendered by the Grantor, but to facilitate the same. The Grantor
shall also execute any deed or document which may be necessary or useful to
evidence such surrender or to give it full effect.


 


9.2           The
Trustee shall not be bound to exercise the same hypothecary rights against all
of the Mortgaged Property. Whatever hypothecary rights the Trustee elects to exercise,
the following provisions shall apply:


 


(a)           The
Trustee shall have the right, at the expense of the Grantor and in order to
conserve or realize upon the Mortgaged Property:


 


(i)            to
continue or terminate the use and operation of the Mortgaged Property,
including, without limitation, the processing and the sale of the Property in
Stock;


 


(ii)           to dispose
of the Mortgaged Property which may perish or deteriorate rapidly;


 


(iii)          to
use any information obtained by reason of the exercise of its rights;


 


(iv)          to perform
any obligation or covenant of the Grantor; and


 


(v)           to
exercise any right with respect to the Mortgaged Property.


 


(b)           The
Trustee shall not be bound to make an inventory, to take out insurance or to
furnish any security.


 


(c)           The
Trustee may acquire directly or indirectly any of the Mortgaged Property.


 


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(d)           The
Trustee may from time to time in the course of the exercise of its rights,
renounce, with or without consideration, any right of the Grantor.


 


(e)           The
Trustee shall not be bound to make the Mortgaged Property productive or to
conserve the same.


 


(f)            Should
the Trustee at any time abandon the exercise of its rights, hypothecary or
otherwise, against the Mortgaged Property, the Trustee may elect, at its
option, to return to the Grantor without any representation or warranty, any
Mortgaged Property which the Grantor had surrendered to the Trustee, or the
remainder thereof if any, the whole without prejudice to its other rights and
recourses.


 


(g)           The
Trustee shall be deemed to have acted in the best interest of the Grantor and
its successors if the Trustee has acted in accordance with its standard methods
of assessing and managing financial risks in the ordinary course of its
business.


 


9.3           Where
the Trustee exercises a right of taking in payment and the Grantor, inasmuch as
it has the right to do so, requires that the Trustee sell the Mortgaged
Property upon which such recourse was exercised, the Grantor acknowledges that
the Trustee shall not be bound to abandon the right of taking in payment unless
the Trustee has obtained, before the end of the period allowed for surrender,
(i) a satisfactory security guaranteeing that the sale will be made at a
sufficiently high price to enable the Trustee’s claim to be paid in full,
(ii) the full reimbursement of all costs thus incurred by it, and
(iii) an advance of the funds needed for the sale of the said properties.


 


9.4           If
the Trustee itself sells any Mortgaged Property, it shall not be required to obtain
any prior appraisal thereof.


 


9.5           The
sale by the Trustee of any Mortgaged Property may be concluded by the Trustee
without legal warranty or, at its option, without any warranty whatsoever.


 


10.           REDUCTION AND DISCHARGE


 


The
Trustee may unilaterally at its entire discretion consent to the reduction or
cancellation of the security hereby constituted. However, the Trustee shall not
be bound to consent to any such reduction or cancellation unless and until it
has received the full and final payment of all amounts hereby secured and there
is no outstanding commitment on the part of any Finance Party to advance
further sums or extend further credits to the Grantor.


 


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11.           GENERAL PROVISIONS


 


11.1         This
Deed does not operate novation and the hypothec hereby constituted shall be in
addition to any other guarantee or security which the Trustee and/or the
Finance Parties may have from time to time.


 


11.2         Any
notices, directions or other communications provided for in this Deed must be
in writing and given in accordance with the Facilities Agreement.


 


11.3         Subject
to the provisions of the Facilities Agreement, the Trustee may waive any
covenant in its favor herein contained and any Event of Default and may also
grant extensions, take and give up security, accept arrangements and otherwise
deal with the Grantor or with any other party as the Trustee may see fit, the
whole without prejudice to the Obligations or to any other right of the Trustee
and of the Finance Parties. No failure or delay on the part of the Trustee in
exercising any right hereunder shall operate as a waiver thereof nor shall any
waiver be effective unless the same be in writing.


 


11.4         The
Grantor shall be “en demeure” by the mere lapse of time, or may be put “en
demeure” by any other method provided by law.


 


11.5         This
hypothec is a continuous security which will subsist notwithstanding any
fluctuation of the amounts hereby secured. The Grantor shall be deemed to
obligate itself again as provided in Article 2797 of the Civil Code with
respect to any future obligation hereby secured.


 


11.6         The
Trustee shall have the right, at the expense of the Grantor, to perform all
acts and things and to execute all documents as may be necessary to ensure that
this hypothec remains effective and opposable to third parties, including the
execution and filing of any document required for the renewal hereof.


 


11.7         If
the term “Grantor” includes more than one person, each of them shall be jointly
liable for the performance of the obligations herein stipulated.


 


11.8         Subject
to the provisions of the Facilities Agreement, any amount received by the
Trustee in the exercise of its rights hereunder or under any law may, at its
option, be retained by it as part of the Mortgaged Property, or may be applied
by it towards the partial payment of the Obligations, as the Trustee shall
alone determine notwithstanding the rules governing the application of
payments.


 


11.9         The
Trustee is not bound by any degree of care beyond a reasonable diligence in the
exercise of its rights or in the performance of its duties, and it shall not be
liable for any loss or damage resulting therefrom except as a result of its own
intentional or gross fault.


 


11.10       The
Trustee may delegate to any other person, including, without limitation, to any
of the Finance Parties, the exercise of its rights or the


 


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performance of its
duties hereunder and may provide such agents or mandataries with any
information that the Trustee may possess with respect to the Grantor or the
Mortgaged Property.


 


11.11       The
property or sums of money received or held by the Trustee by reason of these
presents may be invested by the Trustee in such manner as it shall deem
appropriate without regard to rules governing the administration of the
property of others.


 


11.12       Neither
the execution of this Deed nor the fact that the Trustee or the Finance Parties
may have already granted any part of the credits the repayment of which are
hereby secured, shall be deemed to oblige the Trustee or the Finance Parties
either to keep such credits available or to grant further credits.


 


11.13       The
Grantor shall continue to be bound by all the obligations expressed herein
notwithstanding any transfer of the Mortgaged Property or any part thereof.


 


11.14       Except
as may be otherwise apparent from the context, the word “Grantor” shall be
interpreted as referring to the Grantor itself and to all subsequent owners of
the Mortgaged Property as well as to any other person or persons having assumed
the Grantor’s liabilities to the Trustee.


 


11.15       Unless
there is something in the context inconsistent therewith, words importing the
singular shall include the plural and vice-versa, and words importing the
neuter gender shall include the masculine and feminine genders and vice-versa.


 


11.16       If
a conflict or inconsistency exists between a provision of this Deed of Hypothec
and a provision of the Facilities Agreement then the provisions of the Facilities
Agreement shall prevail for subject matter covered by this Deed of Hypothec,
save with respect to the creation and enforcement of the hypothec contained
herein.


 


11.17      The Grantor acknowledges that it has read this
Deed, that it has received adequate explanation of the nature and scope of its
obligations hereunder and that it is satisfied therewith.


 


11.18       This
Deed shall be binding upon the Grantor and its successors and assigns and shall
inure to the benefit of the Trustee and its successors and assigns, as holder
of an irrevocable power of attorney (fondé
de pouvoir) for all present and future holders of the Bond.


 


11.19       This
Deed of Hypothec shall be deemed to be a “Security Document” under the
Facilities Agreement.


 


11.20       The
Trustee and the concerned Finance Parties may also at any time upon the
occurrence of an Event of Default, outside the purview of this hypothec,
operate compensation between any of the claims owing by the


 


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Trustee and/or the
concerned Finance Parties to the Grantor and the Obligations hereby secured. In
case of the bankruptcy of the Grantor, such compensation shall be deemed to
have occurred immediately prior to such bankruptcy. For greater certainty, the
Trustee, by its signature hereof, also accepts the benefit of this provision on
behalf and for all concerned Finance Parties.


 


11.21       The
Grantor agrees to indemnify the Trustee as holder of an irrevocable power of
attorney (fondé de pouvoir) of
the present and future holders of the Bond from and against any and all claims,
losses and liabilities arising out of or resulting from this Deed (including
enforcement of the hypothecs contained herein), except claims, losses or
liabilities resulting from the Trustee’s gross negligence or intentional fault.
This obligation of the Grantor shall survive even after the cancellation of
this hypothec if the cause of action originated prior to such cancellation.


 


The
Grantor will upon demand pay to the Trustee, as holder of an irrevocable power
of attorney (fondé de pouvoir) of
the present and future holders of the Bond, the amount of any and all
reasonable expenses, including the reasonable fees and disbursement of its
counsel and any experts, which the Trustee may incur in connection with
(i) the administration of the Deed, (ii) the custody, preservation,
use or operation of, or the sale of, collection from, or other realization
upon, any of the Mortgaged Property, (iii) the exercise or enforcement of
any of the rights of the Trustee hereunder, or (iv) the failure by the Grantor
to perform or observe any of the provisions hereof.


 


11.22       This
Deed shall be interpreted and construed in accordance with the laws of the
Province of Québec and the federal laws of Canada applicable therein.


 


11.23       The parties hereto confirm their express wish
that this Deed and all documents related thereto be drawn up in English. Les parties confirment leur volonté
expresse de voir le présent contrat et tous les documents s’y rattachant être
rédigés en anglais.


 


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SCHEDULE I


 


CERTAIN DEFINITIONS


 


“ABL Facility” means (i) the credit
agreement dated on or about the date hereof among, inter alia, Hertz Equipment Rental Corporation, The Hertz
Corporation, Matthews Equipment (as defined below) and Western Shut-Down (1995)
Ltd., as borrowers, and Deutsche Bank AG, as administrative agent, and the
other financial parties thereto as lenders, and (ii) the other loan and
security documentation relating to such credit agreement.


 


“ABL Facility Discharge Event” means
(i) all obligations of Matthews Equipment to the administrative agent
and/or the lenders under the ABL Facility being discharged in full and none of
such persons being under any further actual or contingent obligation to provide
financial accommodations to Matthews Equipment under the ABL Facility, or (ii)
Matthews Equipment ceasing to be a borrower or guarantor under the ABL
Facility.


 


“Civil Code” or the abbreviation “C.c.Q” means the Civil Code of Québec.


 


“Claims” means, regardless of the debtors or
the situs thereof, any and all claims, customer accounts, book debts, accounts
receivable and any other amounts or property now or hereafter owing to the
Grantor, either absolutely or conditionally, including all claims and
indemnities payable under insurance policies covering the same, all deposits
and credit balances with financial institutions, suppliers or others, all
judgments, rights and accessories thereto, all Encumbrances in support thereof
and all books, papers, invoices, notes and data files evidencing, recording or
supporting the same.


 


“Contractual Rights” means any and all
rights, title and interest of the Grantor in all contracts, leases, bids,
offers, supply agreements and all other agreements of any nature and
description relating to the Mortgaged Property or relating to the enterprise
and undertaking of the Grantor.


 


“Conventional Security” means a conventional
hypothec, a security interest, a resolutory right, a right of redemption, a
reservation of ownership, a trust and any security device or other real right,
whether or not capable of registration, granted by agreement for the purpose of
securing the performance of an obligation.


 


“Corporeal Movable Property” means any of
the Mortgaged Property which is movable in nature and corporeal.


 


“Encumbrance” means a legal cause of
preference, a dismemberment of the right of ownership, a special mode of
ownership, a restriction on the right to dispose and a Conventional Security.


 


“Enterprise” has the meaning ascribed
thereto in Article 1525 of the Civil Code.


 


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“Equipment” means corporeal movable property
such as machinery, equipment, vehicles, rolling stock, furniture and fixtures,
and all licenses and other rights and records, files, charts, plans, drawings,
specifications, manuals, documents and warranties relating thereto.


 


“Event of Default” means the failure on the
part of the Grantor to pay or perform any of the Obligations on demand or
otherwise when due and payable or to be performed, as the case may be.


 


“Facilities Agreement” means the senior
bridge facilities agreement dated on or about the date hereof, among, inter alia, Hertz International, Ltd., the
Grantor, BNP Paribas and The Royal Bank of Scotland PLC as mandated lead
arrangers and the financial institutions listed therein, as the same may
be amended, modified, extended, renewed, replaced, restated, supplemented or
refinanced from time to time.


 


“Finance Parties” shall have the meaning
ascribed thereto in the Facilities Agreement.


 


“Intellectual Property” means the Enterprise
of the Grantor and all of its trade names, trade marks, copyrights, designs,
processes, know how, goodwill, licenses, franchises, permits, quotas, patents
and other rights of intellectual and industrial property of any nature and
description, and all pending applications pertaining thereto.


 


“Matthews Equipment” means Matthews
Equipment Limited, a corporation amalgamated and existing under the laws of the
Province of Ontario.


 


“Mortgaged Property” means any and all
property, rights and interest, present and future, intended to be charged by
the hypothec created under Section 3 hereof, all substitutions and
replacements thereof, all increases, additions and accessions thereto, all
rights attaching thereto and all proceeds in any form derived directly or
indirectly from any dealing with any of the foregoing or the proceeds
therefrom.


 


“Property in Stock” means, regardless of the
situs thereof at any particular time, (a) all inventory of raw materials,
goods in process, finished products and stock in trade of any nature and
description, whether or not the same is held for let or hire, leasing, resale
or otherwise, (b) all goods and materials used in or procured for the
packaging thereof, (c) any such property held by third parties under let
or hire, leasing, conditional sale, franchise, license, consignment or other
like contractual arrangements with its lawful owner, (d) any such property
sold by the Grantor and later taken back for any reason, and (e) all
amounts and proceeds paid or payable to or for the account of the Grantor as a
result of the sale, lease or other dealings with any of the foregoing.


 


“Securities” means all present and future
shares in the capital stock of a legal person, now or hereafter owned by the
Grantor, all present and future bonds,


 


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debentures, bills of
exchange, promissory notes, negotiable instruments and other evidences of
indebtedness, and all present and future options, warrants, investment
certificates, mutual funds units, all interests or units of the Grantor in any
partnership, or any rights in respect of any of the foregoing, and any other
instrument or title generally called or included as a security (the “Securities”), and also including, without
limitation, all Securities issued or received in substitution, renewal,
addition or replacement of Securities, or issued or received on the purchase,
redemption, conversion, cancellation or other transformation of Securities or
issued or received by way of dividend or otherwise to holders of Securities,
and all present and future instruments, bills of lading, warehouse receipts,
documents or other evidences of title of the Grantor, but excluding, for so
long as no ABL Facility Discharge Event has occurred, any securities in respect
of Matthews Equipment (it being however understood that upon the occurrence of
an ABL Facility Discharge Event, the securities of Matthews Equipment shall be
subject to the hypothec created hereby and the definition of “Securities” shall
be deemed so modified).


 


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WHEREOF
ACTE:


 


DONE AND PASSED at
Montreal, in the Province of Québec on the date hereinabove first mentioned and
recorded in the office of the undersigned Notary under minute number ONE
THOUSAND SIX HUNDRED AND FORTY-SIX (1646).


 


AND after the Grantor and
the Trustee had declared to the said Notary that they had taken cognizance of
these presents and had exempted the said Notary from reading them or causing
same to be read, the said duly authorized representatives of the Grantor and
the Trustee have signed in the presence of the undersigned Notary.


 


	
   

  	
  HERTZ
  CANADA LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  per:

  	
  /s/ Benjamin Daniel
  Gross

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP
  PARIBAS (CANADA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  per:

  	
  /s/ Louise Bouchard

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Pierre Béland

  
	
   

  	
   

  	
  PIERRE
  BÉLAND, Notary

  



 


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