Exbibit 4.5.54


 






 


SHARE PLEDGE AGREEMENT


 


between


 


HERTZ AG


 


SCHLIEREN, SWITZERLAND


 


and


 


BNP PARIBAS


PARIS, FRANCE


 


and


 


THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE 1


 






 


relating to the


 


The pledge of the entire share capital of Züri Leu Garage AG


and Société Immobilière Fair Play SA


 

















 


INDEX


 


	
  1.

  	
   

  	
  INTERPRETATION

  	
   

  	
  4

  
	
  2.

  	
   

  	
  PLEDGE AND PLEDGOR’S
  OBLIGATIONS

  	
   

  	
  6

  
	
  3.

  	
   

  	
  RIGHTS AND OBLIGATIONS OF
  THE PLEDGEE

  	
   

  	
  8

  
	
  4.

  	
   

  	
  REMEDIES UPON OCCURRENCE
  OF AN ENFORCEMENT EVENT

  	
   

  	
  8

  
	
  5.

  	
   

  	
  RELEASE OF THE PLEDGED
  ASSETS

  	
   

  	
  10

  
	
  6.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
  11

  
	
  7.

  	
   

  	
  POWERS OF ATTORNEY

  	
   

  	
  11

  
	
  8.

  	
   

  	
  ASSIGNMENTS AND TRANSFERS

  	
   

  	
  11

  
	
  9.

  	
   

  	
  EFFECTIVENESS OF PLEDGE

  	
   

  	
  12

  
	
  10.

  	
   

  	
  COSTS AND EXPENSES

  	
   

  	
  12

  
	
  11.

  	
   

  	
  NOTICES

  	
   

  	
  12

  
	
  12.

  	
   

  	
  SUCCESSOR AGENT

  	
   

  	
  13

  
	
  13.

  	
   

  	
  SEVERABILITY

  	
   

  	
  13

  
	
  14.

  	
   

  	
  WAIVERS AND MODIFICATIONS

  	
   

  	
  14

  
	
  15.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  14

  
	
  16.

  	
   

  	
  LAW AND JURISDICTION

  	
   

  	
  14

  
	
  SCHEDULE 1

  	
   

  	
  18

  
	
  SCHEDULE 2

  	
   

  	
  19

  
	
  SCHEDULE 3

  	
   

  	
  22

  
							



 


 


2

















 


THIS AGREEMENT (the “Agreement”)
is made between:


 


(1)              HERTZ AG, a company incorporated in Switzerland,
having its registered office at Ifangstrasse 8, Schlieren, Switzerland (the “Pledgor”) of the one part;


 


and


 


(2)              BNP PARIBAS, a company incorporated under the
laws of France, having its seat at 3 rue d’Antin, 75 078 Paris Cedex 02, France
referred to in the Senior Bridge Facilities Agreement dated December 21, 2005
as the Security Agent (the “Security Agent”),
and


 


(3)              THE FINANCIAL
INSTITUTIONS NAMED IN SCHEDULE 1 (the “Finance Parties”)
of the second part.


 


WHEREAS


 


(A)             The Banks have made available certain
bank facilities to the Borrowers, including the Pledgor, under a Senior Bridge
Facilities Agreement entered into between, inter alia Hertz International,
Ltd., the Original Borrowers, the Original Guarantors (including the Pledgor),
BNP Paribas, The Royal Bank of Scotland plc, Calyon and the Banks dated
December 21, 2005 (the “Senior Bridge
Facilities Agreement”).


(B)              The Borrowers have agreed to secure
their obligations to the Banks and the other Finance Parties (as defined in the
Senior Bridge Facilities Agreement) in connection with such financing with
security interests in, and liens on, certain of their respective properties and
assets, whether real or personal, tangible or intangible, as more specifically
provided for herein and in the Security Documents (as defined in the Senior
Bridge Facilities Agreement).


(C)              Each of the Guarantors (as defined in
the Senior Bridge Facilities Agreement), has agreed to guarantee the complete
performance by the Borrowers under the Senior Bridge Facilities Agreement,
within the limits set forth therein, and to secure such guarantee with security
interests in and liens upon certain of its properties and assets, as more
specifically provided for herein and in the Security Documents.


(D)             The Pledgor has
agreed to pledge the entire share capital of (i) Züri-Leu Garage AG, a company incorporated in
Switzerland, having its registered office at Rohrstrasse 36, 8152 Glattbrugg,
Switzerland (“Züri-Leu”)
and (ii) Société immobilière Fair-Play, a company incorporated in Switzerland,
having its registered office c/o Hertz AG, rue


 


3

















 


de Berne 60, 1200 Geneva, Switzerland
(“Fair Play”) as security for the
Secured Liabilities (as defined in Section 1 below) to BNP Paribas as Security
Agent.


 


IT IS
AGREED as follows:


 


1.                INTERPRETATION


 


1.1             In this
Agreement:


 


“Business Day” shall mean
a day on which the commercial banks in Zurich are open for normal business
transactions;


 


“Companies” means Züri-Leu and Fair Play;


 


“Dividends” means all
dividend payments resolved by the respective shareholders’ meetings of the
Companies and effected by the respective board of directors of the Companies
whether in cash or in the form of additional shares in such Companies (stock
dividend) or in any other form;


 


“Enforcement” means the
realization of the Pledged Assets;


 


“Enforcement Event” means
an Event of Default (as defined in the Senior Bridge Facilities Agreement)
which is continuing and has not been waived under the Senior Bridge Facilities
Agreement and which has resulted in the Facility Agent serving a notice under
Section 22.16(a) (Acceleration and
Cancellation) of the Senior Bridge Facilities Agreement;


 


“Last  Dividend Payment  Date” means in respect of the Shares the date on which Dividends
or Secondary Consideration were last paid or delivered to the Pledgor in accordance with Swiss law;


 


“Lex  Friedrich” means the Federal Law on
Acquisition of Real Property by Foreigners dated December 16, 1984, as amended;


 


“Participation Rights” shall
mean Partizipationsscheine and Genussscheine within the meaning of
articles 656a et seq. and article 657 CO of the Companies issued as of the date
of this Agreement or to be issued in the future;


 


“Pledge” means the pledge
pursuant to Art. 884 et seq. of the Swiss Civil Code of the Shares as well as
the Dividends and Secondary Consideration that may accrue under the Shares from
the Last Dividend Payment Date until the date on which Enforcement takes place;


 


4

















 


“Pledged  Assets” means the Shares, Dividends and
Secondary Consideration that are or will be pledged to the Security Agent under this Agreement as security for the
Secured Liabilities;


 


“Secondary  Consideration” means all consideration of
any kind (bonus, shares, etc.) other than Dividends to which the Pledgor may become entitled by virtue of its
ownership of the Shares;


 


“Secured Liabilities”
means all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Pledgor to the Finance Parties (or any of them) under the
Finance Documents (or any of them), as and to the extent that the amount of
such obligations and liabilities may be limited pursuant to Section 24.16 (Swiss Guarantors) of the Senior Bridge
Facilities Agreement;


 


“Shares” means the shares
in Züri-Leu and Fair Play owned now
or in the future by the Pledgor and
representing the entire share capital of Züri-Leu
and Fair Play, evidenced by the share certificates listed in Schedule 2
to this Agreement, and all securities whatsoever which may substitute the
Shares whether by operation of law or otherwise now or hereafter as well as all
further shares, participation certificates or other securities that will be
issued in the Pledgor’s favor by Züri-Leu and/or Fair Play after the date
hereof;


 


“Subscription Rights”
shall mean the Pledgor’s preemptive right (Bezugsrecht)
and advance subscription right (Vorwegzeichnungsrecht)
in connection with the issuance of Shares or Participation Rights,
or the creation of authorized or conditional share capital by the Companies.


 


1.2             Unless defined otherwise herein, capitalized terms and expressions
used herein shall have the meaning ascribed to them in the Senior Bridge
Facilities Agreement.


 


1.3             In this Agreement, (a) a person includes its successors and assigns;
(b) headings are for convenience of reference only and are to be ignored in
construing this Agreement and (c) references to any agreement or document are
references to that agreement or document as amended, varied, supplemented,
substituted or novated from time to time, in accordance with its terms.


 


1.4             In the event of any inconsistency between the terms of this
Agreement and the Senior Bridge Facilities Agreement, the terms of this
Agreement shall prevail.


 


5

















 


2.                PLEDGE AND PLEDGOR’S OBLIGATIONS


 


2.1             The Pledgor agrees (i) to pledge on a first ranking basis to the
Security Agent (acting for itself and on behalf of the Finance Parties) all
present and future Shares, Dividends and Secondary Consideration as security
for the Secured Liabilities until such time as the Pledged Assets have been
released in accordance with Section 5 and, therefore, (ii) to perfect the Pledge
on the date hereof.


 


2.2             For the purpose of perfecting the Pledge, the Pledgor hereby pledges
to the Security Agent (acting for itself and on behalf of the Finance Parties),
who accepts such Pledge, all existing Shares, Dividends and Secondary Consideration
and hereby delivers to the Security Agent the following documents:


 


2.2.1          the certificates representing the Shares, duly endorsed in blank for
the Züri-Leu shares;


 


2.2.2          an up to date copy of Züri-Leu share register evidencing that the
Pledgor is appropriately recorded as owner of the Züri-Leu shares and
containing the mention that the Züri-Leu shares are pledged in favor of the
Security Agent.


 


The Security Agent will acknowledge receipt
of the above mentioned documents by signing and delivering to the Pledgor a
confirmation substantially in the form of Schedule 3.


 


2.3             The Pledgor agrees and undertakes as follows:


 


2.3.1          to execute all such documents or instruments and do any act
(including registrations, filings or the like) that the Security Agent may
reasonably request for the protection or perfection of the Pledge conferred
herewith in favor of the Finance Parties;


 


2.3.2          except as provided for by mandatory provisions of Swiss law or as
permitted under the Senior Bridge Facility Agreement, not to create or allow to
subsist any security interest, over or in respect of the Pledged Assets or
otherwise sell, transfer or dispose of the Pledged Assets or permit to be done,
anything which would foreseeably depreciate, jeopardize or otherwise directly or
indirectly prejudice the security over the Pledged Assets created thereunder;


 


2.3.3          in the case of the issuance of new Shares, to forthwith deliver all
new Shares or share certificates in respect of the new Shares to the Security
Agent, which Shares shall become part of the Pledged Assets under the present
Agreement;


 


2.3.4          to ensure that all material documents, notices and other information
in respect of the Shares, including the original share certificates duly
endorsed (whenever required), be delivered to the Security Agent;


 


6

















 


2.3.5          to refrain from causing the distribution, payment or delivery of any
Secondary Consideration, except as permitted under the Senior Bridge Facilities
Agreement;


 


2.3.6          to cooperate with the Security Agent (acting for itself and on
behalf of the Finance Parties) in case of Enforcement with regard to the
transfer of the Pledged Assets to a purchaser in accordance with the terms of
Section 4 of this Agreement;


 


2.3.7          to abstain from voting in favor of any resolution as regards the
Companies whereby:


 


•      the respective Companies’ current corporate
purpose provisions would be amended to an extent which would adversely affect
the rights of the Security Agent and the Finance Parties hereunder, including
the right to enforce the security interest created hereunder;


 


•      such resolutions would violate or be
inconsistent with any term of this Agreement or the Senior Bridge Facilities
Agreement;


 


unless the Security Agent, acting for itself and on behalf of the
Finance Parties, has granted its prior written consent.


 


2.4             Until the occurrence of an Enforcement Event, the Pledgor shall be
entitled to:


 


2.4.1          receive and retain all Dividends, distributions and other moneys
paid on or derived from the Shares and the Secondary Consideration (subject
always to the terms of the Senior Bridge Facilities Agreement), and the
Security Agent (acting for itself and on behalf of the Finance Parties)
undertakes to do all acts and things and to permit all acts and things to be
done which are necessary to enable the Pledgor to collect such Dividends and
other moneys paid directly from the Companies; and


 


2.4.2          exercise all voting and other rights and powers attached to the
Shares and the Secondary Consideration provided that it will not exercise any
such voting rights or powers in a manner prejudicial to the interests of the
Security Agent or the Finance Parties under this Agreement and the Senior
Bridge Facilities Agreement, and the Security Agent (acting for itself and on
behalf of the Finance Parties) undertakes to do all acts and things and to
permit all acts and things to be done which are necessary for the Pledgor to
exercise its voting rights in the Shares.


 


2.5             All rights of the Pledgor to vote or give consent or take any other
action as shareholder of the Companies, or to receive Dividends directly from
the Companies shall cease after the occurrence of an Enforcement Event, in
which case the Security Agent or the new


 


7

















 


acquiror, as the case may be, shall be
entitled to receive Dividends and to vote or give consent or take any other
action as shareholder of the Companies.


 


2.6             Subscription Rights shall remain with the Pledgor, provided,
however, that all Shares, Participation Rights and other rights acquired by the
Pledgor upon exercise of Subscription Rights shall be deemed to be pledged
pursuant to Section 2.1 and all share certificates and other documents
representing such Shares, Participation Rights and other rights shall be
transferred to the Security Agent pursuant to Section 2.2, in the case of
registered shares by share certificates duly endorsed.


 


3.                RIGHTS AND OBLIGATIONS OF THE PLEDGEE


 


3.1             Save as otherwise agreed hereunder, the Security Agent shall keep
the Pledged Assets in its possession for itself and on behalf of the Finance
Parties.


 


3.2             The Security Agent shall not misuse any of its rights hereunder or
as possessor of the Pledged Assets and shall not take any action being
inconsistent with the terms of this Agreement or the Senior Bridge Facilities
Agreement.


 


4.                REMEDIES UPON OCCURRENCE OF AN ENFORCEMENT EVENT


 


4.1             Upon occurrence of an Enforcement Event, the Security Agent shall be
entitled to the following remedies, at its election:


 


4.1.1          sell to third parties not affiliated to the Pledgor and/or the
Finance Parties, respectively, all or part of the Pledged Assets in public or
private sale and apply the proceeds thereof to the discharge of the Secured
Liabilities, being understood that the Security Agent shall act in good faith
with a view to sell the Pledged Assets at fair value given all the
circumstances. In the event of a public or private auction of the Pledged
Assets, the Security Agent shall simultaneously provide the Pledgor with a copy
of the information provided to the prospective buyers in anticipation of such
auction; moreover, in the event of a private sale, the Security Agent shall
inform the Pledgor 5 (five) Business Days prior to executing any binding sale
agreement of the terms and conditions of such sale. It is understood that the
mere failure of the Security Agent to provide the Pledgor with the information
set forth in this section shall not in itself give rise to any liability on the
part of the Security Agent; or


 


8

















 


4.1.2          initiate enforcement proceedings with respect to the Pledged Assets
pursuant to any applicable official Swiss enforcement procedure including, as
the case may be, pursuant to the Swiss Federal Law on Debt Collection and
Bankruptcy and apply the proceeds thereof to the discharge of the Secured
Liabilities; or


 


4.1.3          acquire from the Pledgor all or part of the Pledged Assets for cash
consideration equal to the fair market value of the Pledged Assets, such fair
market value to be computed by an independent expert using a valuation
methodology generally recognized as standard market practice in the field of
corporate finance (i.e. Discounted Cash Flow method and variations thereof), it
being understood that the Security Agent (acting for itself and on behalf of
the Finance Parties) will be entitled to set off the proceeds of such
acquisition against the Secured Liabilities.


 


The Pledgor expressly confirms its agreement with the
remedy granted to the Security Agent under Section 4.1.3. The Pledgor
acknowledges that the price at which all or part of the Pledged Assets may be
purchased by the Security Agent pursuant to Section 4.1.3 will be based on the
value of the Companies as computed by an independent expert using a valuation
methodology, which is known to the Pledgor and considered by it to be fair and
which is customarily used at that time to establish the value of businesses in
that industry. The Pledgor recognizes that should the Security Agent decide to
pursue the remedy granted under Section 4.1.3, its interests as Pledgor and
debtor would be protected in an appropriate manner. If the parties cannot agree
on the person or entity acting as independent expert in accordance with this
Section 4.1.3, the independent expert shall be an experienced international
accounting firm appointed by the President of the Zurich Chamber of Commerce.


 


4.2             After the sale or disposal of the Pledged Assets, the Security Agent
shall account for the sale in accordance with the provisions of the
Intercreditor Deed (as defined in the Senior Bridge Facilities Agreement) and
provided that the Secured Liabilities have been satisfied in full, any surplus
of the sale or disposal shall be returned to the Pledgor.


 


4.3             The Security Agent shall be entitled to allocate in its entire
discretion the proceeds collected pursuant to Section 4.1 and 4.2 in
discharging the Secured Liabilities which have become immediately due and
payable, regardless of the debtor or nature (principal or interest) of such
Secured Liabilities.


 


9

















 


5.                RELEASE OF THE PLEDGED ASSETS


 


5.1             Upon (a) the Secured Liabilities being discharged in full and none
of the Finance Parties being under any further actual or contingent obligation
to make advances or provide other financial accommodation to the Obligors 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
Senior Bridge Facilities Agreement, the Pledged Assets or any remainder thereof
shall be released to the Pledgor or such other party as designated by the
Pledgor.


 


5.2             In connection with (a) any Permitted Disposal of any Pledged Assets,
(b) any sale or other disposition of any Pledged Assets otherwise permitted by
the Senior Bridge Facilities Agreement, (c) any sale or other disposition of
any Pledged Assets where the Security Agent has consented to the disposal
pursuant to the Senior Bridge Facilities Agreement, (d) any sale or any other
disposition of any Pledged Assets pursuant to a merger, consolidation,
reorganization, winding-up, securitization, Take-Out Financing or sale and
leaseback permitted by the Senior Bridge Facilities Agreement to the extent
necessary to ensure such merger, consolidation, reorganization, winding-up,
securitization, Take-Out Financing or sale and leaseback takes place or (e) the
creation of any Encumbrance permitted by paragraph (x) of the definition of
Permitted Encumbrances, the Security Agent shall, at the request and cost of
the Pledgor, release the Pledged Assets or any remainder thereof to the
Pledgor, provided that, to the extent that the disposal of such Pledged Assets
is a Permitted Disposal or a sale or disposition otherwise permitted by the
Senior Bridge Facilities Agreement, the Pledged Assets  shall be declared to be automatically
released with effect from the day of such disposal and the Security Agent
shall, at the cost of the Pledgor, do all such acts which are reasonably
requested by the Parent and/or the Pledgor in order to release such Pledged
Assets.


 


5.3             Any Pledged Assets to be released to the Pledgor or any third party
as designated by the Pledgor in accordance with Section 5.1 shall be delivered,
net of any transfer taxes or other expenses in connection with such return or
release. The Security Agent shall
not be deemed to have made any representation or warranty with respect to any
Pledged Assets so released, except that such Pledged Assets are free and clear,
on the date of release, of any and all liens, charges and encumbrances arising
from the Security Agent’s acts.


 


10

















 


6.                REPRESENTATIONS AND WARRANTIES


 


6.1             Without prejudice to the representations and warranties made under
the Senior Bridge Facilities Agreement, the Pledgor represents and warrants to
the Security Agent that:


 


6.1.1          it is the sole, legal and beneficial owner of the Shares and such
Shares are free of any lien, or third party security interest or other charge
or encumbrance of any kind or any other type of preferential arrangement except
for the security interest created by the present Agreement, or as otherwise
permitted under the Senior Bridge Facilities Agreement;


 


6.1.2          this Agreement constitutes (i) the Pledgor’s legal, valid and
binding obligations enforceable against it pursuant to its terms and (ii) a
valid and effective pledge of the Pledged Assets in favor of the Security Agent
and the Finance Parties;


 


6.1.3          the Shares have been validly issued and are fully paid;


 


6.1.4          no approval is required under the Lex Friedrich to grant a valid,
binding and legally enforceable Pledge in respect of the Pledged Assets to the
Security Agent.


 


7.                POWERS OF ATTORNEY


 


The Pledgor authorizes the Security Agent
to be its attorney and in its name, on its behalf and as its act to execute,
deliver and perfect all documents and do all things that are necessary for
carrying out any obligation imposed on the Pledgor under this Agreement, provided
that the Pledgor does not carry out such obligation in due time in accordance
with the terms of this Agreement or exercising any of the rights conferred on
the Security Agent by this Agreement or by law, in particular in connection
with a private realization (Private
Verwertung (Selbstverkauf)) but in any case only after the
occurrence of an Enforcement Event.


 


8.                ASSIGNMENTS AND TRANSFERS


 


The rights and obligations of the Pledgor under this Agreement may not
be assigned or transferred without the prior written consent of the Security
Agent. The assignment of the rights and obligations of the Security Agent shall
be restricted to and made in accordance with Section 12 below. Nothing in this
Agreement shall be construed as limiting the right of the Finance Parties to
assign their rights and obligations under the Senior Bridge Facilities
Agreement in accordance with Section 36 of the Senior Bridge Facilities
Agreement.


 


11

















 


9.                EFFECTIVENESS
OF PLEDGE


 


9.1             The security constituted by the Pledge under this Agreement shall be
cumulative, in addition to and independent of every other security which the
Security Agent or the Finance Parties may at any time hold for the Secured
Liabilities or any rights, powers and remedies provided by law.


 


9.2             No failure on the part of the Security Agent to exercise, or delay
on its part in exercising, any rights hereunder shall operate as waiver
thereof, nor shall any single or partial exercise of any rights hereunder
preclude any further or other exercise of that or any other rights.


 


9.3             The Security Agent shall not be liable by reason of taking any
action permitted by this Agreement.


 


10.             COSTS
AND EXPENSES


 


The Pledgor shall bear all costs, fees and expenses incurred by the
Finance Parties or the Security Agent in connection with the negotiation,
execution or enforcement of this Agreement to the extent required by Section 27
(Costs and Expenses) of the
Senior Bridge Facilities Agreement.


 


11.             NOTICES


 


All notices or other communications made or given in connection with
this Agreement shall be made by facsimile or letter as follows:


 


a)                if to the Pledgor


 


	
  Hertz AG

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Ifangstrasse 8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CH- 8952 Schlieren

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  	
   

  	
  +41 44 730 12 44

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  	
   

  	
  Legal Counsel

  



 


	
  With copy
  to:

  
	
   

  
	
  Schellenberg Wittmer,
  Attorneys

  
	
  Address:

  	
   

  	
  Löwenstrasse 19

  



 


12

















 


	
   

  	
   

  	
  P.O. Box 6333

  
	
   

  	
   

  	
  CH-8023 Zurich,
  Switzerland

  
	
  Tel:

  	
   

  	
  +41 44 215 52 52

  
	
  Fax:

  	
   

  	
  +41 44 215 52 00

  
	
  Attn:

  	
   

  	
  Mr Philippe Borens

  



 


b)                                                     if to the Security Agent


 


	
  BNP Paribas

  	
   

  	
   

  
	
  Address:

  	
   

  	
  3 rue d’Antin

  
	
   

  	
   

  	
  75 078 Paris Cedex 02

  
	
   

  
	
  Tel:

  	
   

  	
  +33 1 43 16 97 25

  
	
  Fax:

  	
   

  	
  +33 1 42 98 42 98

  
	
  Attn:

  	
   

  	
  Violaine Delaunay

  
					



 


or to such other address or facsimile numbers as is notified in writing
from time to time by one party to the other party under this Agreement.


 


Any notice, request, demand or other communication under this Agreement
will be considered as received (i) on the effective date of receipt, if
delivered personally, (ii) on the date written on the delivery receipt if sent
by registered letter with return receipt or (iii) on the date written on the
fax communication receipt if sent by fax.


 


Each notice, communication and document given under or in connection
with this Agreement shall be in English or, if not, accompanied by an accurate
translation thereof which has been confirmed by authorized signatory of the
party giving the same as being a true and accurate translation.


 


12.             SUCCESSOR
AGENT


 


If a successor of the Security Agent is appointed pursuant to Section
34.12 of the Senior Bridge Facilities Agreement, the parties hereto shall enter
into an agreement whereby the Security Agent is replaced by the successor agent
as party to this Agreement.


 


13.             SEVERABILITY


 


If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, this shall not affect or impair (i) the
validity or enforceability in that jurisdiction of any other provision of this
Agreement or (ii) the validity or enforceability in any other jurisdiction of that
or any other provision of this Agreement, and the parties


 


13

















 


will negotiate in good faith to replace the relevant provision by
another provision reflecting as closely as possible the original intention and
purpose of the parties.


 


14.             WAIVERS
AND MODIFICATIONS


 


This Agreement may be terminated, amended or modified only specifically
and in writing signed by the parties hereto, or as otherwise provided in the
Senior Bridge Facilities Agreement.


 


15.             COUNTERPARTS


 


This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument.


 


16.             LAW
AND JURISDICTION


 


16.1           This
Agreement shall be governed by and construed in accordance with the substantive
laws of Switzerland.


 


16.2           Subject
to the subsequent paragraph, the Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich),
Switzerland, shall have exclusive jurisdiction for all disputes, differences or
controversies relating to, arising from or in connection with this Agreement.


 


16.3           Notwithstanding
the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of England or any other competent court having
jurisdiction under the Senior Bridge Facilities Agreement, provided that a
legal action or proceeding under the Senior Bridge Facilities Agreement is
already pending before such court or a claim under the Senior Bridge Facilities
Agreement is submitted simultaneously with a claim in respect to this Agreement
to such court. By execution and delivery of this Agreement, the Pledgor hereby
accepts for itself and in respect of its property, subject to the
aforementioned condition, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive
any objection, including any objection to the laying of venue or based on the
grounds of forum  non  conveniens,
that any of them may now or hereafter have to the bringing of any such action
or proceeding in such respective jurisdictions.


 


16.4           The
Pledgor hereby irrevocably designates, appoints and empowers Hertz Europe
Limited, Hertz House, 11 Vine Street,Uxbridge, Middlesex UB8 1QE, UK in the
case


 


14

















 


of any suit, action or proceeding brought in
England as its designee, appointee and agent to receive, accept and acknowledge
for and on its behalf, and in respect of its property, service of any and all
legal process, summons, notices and documents that may be served in any action
or proceeding arising out of, or in connection with, this Agreement. Such
service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the
Process Agent at the Process Agent’s above address, and the Pledgor hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf.


 


THE REMAINDER OF THIS PAGE
HAS BEEN INTENTIONALLY LEFT BLANK


THE FOLLOWING TWO PAGES ARE
THE SIGNATURE PAGES


 


15

















 


SIGNATURE PAGE


 


BNP Paribas

as Security Agent for itself and on behalf
of the Finance Parties


 


 


	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
   

  	
  Name:

  	
  Iyadh Laalai

  
	
   

  	
  Title:

  	
  Senior Structurer

  
				



 


16

















 


SIGNATURE PAGE


 


Hertz AG,

as Pledgor


 


 


	
  By:

  	
  /s/ Sandro Florin

  	
   

  
	
  Name: Sandro Florin

  
	
  Title: Vice-President
  Regional Operations & Quality Assurance Hertz Europe

  



 


17