Exhibit 4.5.42


 


DEED OF DISCLOSED PLEDGE


 


OF


 


RECEIVABLES


 


between


 


BNS AUTOMOBILE FUNDING B.V.


 


as Pledgor


 


and


 


BNP PARIBAS as Security Agent


 


as Pledgee


 


 






 





 


Strawinskylaan
1999


1077
XV Amsterdam


 






 


21
December 2005


 

















 


Execution Copy    


 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  3

  
	
  2.

  	
  PARALLEL
  DEBT

  	
  6

  
	
  3.

  	
  CREATION OF
  PLEDGE ON RECEIVABLES

  	
  7

  
	
  4.

  	
  INFORMATION
  UNDERTAKING

  	
  8

  
	
  5.

  	
  FURTHER
  ASSURANCES AND NOTICE TO THIRD PARTIES

  	
  8

  
	
  6.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  8

  
	
  7.

  	
  GENERAL
  UNDERTAKINGS

  	
  9

  
	
  8.

  	
  NOTIFICATION
  TO THE DEBTOR

  	
  9

  
	
  9.

  	
  PAYMENT
  INSTRUCTIONS AND AUTHORITY TO COLLECT

  	
  10

  
	
  10.

  	
  IMMEDIATE
  FORECLOSURE

  	
  10

  
	
  11.

  	
  APPLICATION
  OF PROCEEDS

  	
  11

  
	
  12.

  	
  CONTINUING
  SECURITY AND OTHER MATTERS

  	
  11

  
	
  13.

  	
  CONFLICT

  	
  11

  
	
  14.

  	
  TERMINATION
  AND RELEASE OF PLEDGE

  	
  11

  
	
  15.

  	
  LIABILITY

  	
  12

  
	
  16

  	
  COSTS AND
  INDEMNIFICATION

  	
  13

  
	
  17

  	
  POWER OF
  ATTORNEY

  	
  13

  
	
  18

  	
  GENERAL

  	
  14

  
	
  19

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  15

  



 


2

















 


THE UNDERSIGNED


 


1.             BNS AUTOMOBILE FUNDING B.V., a private
company with limited liability organised under the laws of the Netherlands,
whose corporate seat is at Amsterdam, the Netherlands (the “Pledgor”); and


 


2.             BNP PARIBAS, a company organised under the laws of France, acting
in its capacity of Security Agent (the “Pledgee”).


 


WHEREAS


 


A.            the Pledgor has or
will have payment obligations towards the Pledgee under or pursuant to a senior
bridge facilities agreement among, inter
alia Hertz International Ltd. as Parent, the entities named therein
as Original Borrowers and Original Guarantors, Hertz Europe Limited, BNP
Paribas and The Royal Bank of Scotland Plc. as, inter alia, Mandated Lead Arrangers and Joint Bookrunners,
CALYON as Co-Arranger , and the other financial institutions named therein as
Banks, dated 21 December 2005 (the “Bridge
Facilities Agreement”),


 


B.            the Pledgor has
agreed under Clause 3 of the Bridge Facilities Agreement to enter into this
Deed as security for the payment when due of the payment obligations referred
to under A.


 


HAVE AGREED
AS FOLLOWS


 


1.             DEFINITIONS AND
INTERPRETATION


 


1.1          Definitions


In this Deed:


 


	
  “Article”

  	
   

  	
  means an article of this
  Deed.

  
	
   

  	
   

  	
   

  
	
  “Debtor”

  	
   

  	
  means Stuurgroep Holland
  B.V.

  
	
   

  	
   

  	
   

  
	
  “Deed”

  	
   

  	
  means this deed of
  disclosed pledges of Receivables.

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

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

  



 


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  “Enforcement Event”

  	
   

  	
  a default (verzuim) of the Pledgor with respect to
  the Secured Liabilities, within the meaning of article 3:248 NCC, provided
  that an Event of Default has occurred which is continuing and has not been
  waived under the Bridge Facilities Agreement and has resulted in the Facility
  Agent serving a notice under Clause 23.16 (Acceleration and Cancellation) of the Bridge Facilities
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “Loan Agreement”

  	
   

  	
  means the agreement
  between the Debtor as borrower and the Pledgor as lender, dated on or about
  21 December 2005.

  
	
   

  	
   

  	
   

  
	
  “Loan Receivables”

  	
   

  	
  means all monetary payment
  obligations (vorderingen tot voldoening
  van een geldsom) owing by the Debtor to the Pledgor under the Loan
  Agreement.

  
	
   

  	
   

  	
   

  
	
  “NCC”

  	
   

  	
  means the Netherlands
  Civil Code.

  
	
   

  	
   

  	
   

  
	
  “Parallel Debt”

  	
   

  	
  means the Parallel Debt as
  defined in Article 2.

  
	
   

  	
   

  	
   

  
	
  “Party”

  	
   

  	
  means a party to this
  Deed.

  
	
   

  	
   

  	
   

  
	
  “Pledge”

  	
   

  	
  means the rights of pledge
  created under this Deed.

  
	
   

  	
   

  	
   

  
	
  “Principal Obligations”

  	
   

  	
  means all present and
  future monetary payment obligations (vorderingen
  tot voldoening van een geldsom) (whether actual or contingent and
  whether owed jointly or severally or in any other capacity whatsoever) of the
  Pledgor to the Finance Parties or any one or more of them under or pursuant
  to the Finance Documents (as defined in the Bridge Facilities Agreement).

  
	
   

  	
   

  	
   

  
	
  “Receivables”

  	
   

  	
  means, with respect to the Pledgor its Loan
  Receivables.

  



 


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  “Schedule”

  	
   

  	
  means a schedule to this
  Deed.

  
	
   

  	
   

  	
   

  
	
  “Security”

  	
   

  	
  means a mortgage, charge,
  pledge, lien or other security interest securing any obligation of any person
  or any other agreement or arrangement having a similar effect.

  
	
   

  	
   

  	
   

  
	
  “Secured Liabilities”

  	
   

  	
  means all present and
  future monetary payment obligations (vorderingen
  tot voldoening van een geldsom) (whether actual or contingent and
  whether owed jointly or severally or in any other capacity whatsoever) of the
  Pledgor to Pledgee under or pursuant to the Parallel Debt.

  



 


1.2          Interpretation


 


a.             Unless the context otherwise requires or unless
otherwise defined in this Deed, words and expressions defined in the Bridge
Facilities Agreement have the same meanings when used in this Deed.


 


b.            Words denoting the singular include the plural
and vice versa. Words denoting one gender include the other gender.


 


c.             The words “include”, “included” or “including”
are used to indicate that the matters listed are not a complete enumeration of
all matters covered.


 


d.            No provision of this Deed is to be interpreted
adversely against a Party solely because that Party was responsible for
drafting that particular provision.


 


e.             English language words used in this Deed intend
to describe Netherlands legal concepts only and the consequences of the use of
those words in English law or any other foreign law are to be disregarded.


 


f.             The headings in this Deed are for construction
purposes as well as for reference.


 


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g.            References in this Deed to any agreement will
be deemed to include references to those agreements as they may be varied,
amended, modified, novated or restated from time to time (including by way of
increase of the facilities made available under them or accession or retirement
or the parties to these agreements).


 


h.            This Deed intends to create separate and
individual rights of pledge provided by the Pledgor as security for the payment
when due of the Secured Liabilities of the Pledgor.


 


1.3          Schedules


Any Schedule forms an integral and inseparable part of this Deed.


 


2.             PARALLEL DEBT


 


2.1          The Pledgor hereby irrevocably and
unconditionally undertakes to pay to the Pledgee an amount equal to the
aggregate amount payable by the Pledgor in respect of its Principal Obligations
as they may exist from time to time. The payment undertaking of the Pledgor to
the Pledgee under this Article 2 is hereinafter to be referred to as the “Parallel Debt”.


 


2.2          The Parallel Debt of the Pledgor will become
due and payable (opeisbaar) as
and when one or more of the Principal Obligations of the Pledgor become due and
payable.


 


2.3          Each of the Parties hereby acknowledges that:


 


i.              the Parallel Debt
constitutes an undertaking, obligation and liability of the Pledgor to the
Pledgee which is separate and independent from, and without prejudice to, the
Principal Obligations; and


 


ii.             the Parallel Debt
represents the Pledgee’s own separate and independent claim (eigen en zelfstandige vordering) to
receive payment of the Parallel Debt from the Pledgor it being understood, in
each case, that pursuant to subsection a. of this Article the amount which may
become payable by the Pledgor as its Parallel Debt shall never exceed the total
of the amounts which are payable under the Principal Obligations of the
Pledgor.


 


2.4          For the avoidance of doubt, the Parties confirm
that in accordance with subsections 2.1 and 2.3 of this Article the claim of
the Pledgee against the


 


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Pledgor in respect of the Parallel Debt and the
claims of anyone or more of the Finance Parties against the Pledgor in respect
of the Principal Obligations payable by the Pledgor to such Finance Party do
not constitute common property (gemeenschap)
within the meaning of article 3:166 of the NCC and that the provisions relating
to common property shall not apply. If, however, it shall be held that such
claim of the Pledgee and such claims of anyone or more of the Finance Parties
do constitute common property and the provisions relating to common property do
apply, the Parties agree that the Intercreditor Deed shall constitute the
administration agreement (“beheersregeling”)
within the meaning of article 3:168 NCC.


 


2.5          To the extent the Pledgee irrevocably (onaantastbaar) receives any amount in
payment of the Parallel Debt of the Pledgor, the Pledgee shall distribute that
amount among the Finance Parties that are creditors of the Principal
Obligations of the Pledgor in accordance with the applicable provisions of the
Intercreditor Deed. Upon irrevocable receipt by the Pledgee of any amount so
distributed to it (a “Received Amount”),
the Principal Obligations of the Pledgor to the relevant Finance Party or
Finance Parties shall be reduced by amounts totalling an amount (a “Deductible Amount”) equal to the Received
Amount in the manner as if the Deductible Amount were received as a payment of
the Principal Obligations on the date of receipt by that Finance Party of the
Received Amount.


 


3.             CREATION OF PLEDGE ON
RECEIVABLES


 


3.1          Creation
of pledge over Receivables


As security for the payment
when due of its Secured Liabilities, the Pledgor agrees to create and, subject
to Article 8, hereby creates, as the case may be in advance (bij voorbaat), or by means of a third
party right of pledge (derden-pandrecht)
as referred to in article 3:231(1) NCC, in favour of the Pledgee a disclosed
right of pledge (openbaar pandrecht)
on its Receivables and all rights attached to its Receivables including
dependent rights (afhankelijke rechten)
and ancillary rights (nevenrechten).
The Pledgee accepts each of these rights of pledge, where appropriate in
advance.


 


3.2          Ranking


If any of the rights of
pledge purported to be created pursuant to Article 3.1 cannot be first ranking
as a result of Security created prior to the date 


 


7

















 


of this Deed on any of the
Receivables, such rights of pledge shall nonetheless have been created pursuant
to Article 3.1 with the highest possible rank.


 


4.             INFORMATION UNDERTAKING


 


4.1          Additional
information


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


 


4.2          Attachments
and Disputes of Receivables


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


 


5.             FURTHER ASSURANCES AND
NOTICE TO THIRD PARTIES


 


5.1          Further
assurances


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


 


5.2          Notice
to third parties


The Pledgee may give
notice of the rights of pledge created by this Deed to any third party seeking
recourse on any of the Receivables if that recourse would have a material
adverse effect on the rights of pledge created under this Deed or the value of
any of the Receivables.


 


8

















 


6.             REPRESENTATIONS AND
WARRANTIES


 


6.1          Representations
and warranties


The Pledgor
represents and warrants to the Pledgee that on the date of this Deed:


 


a.             it is the
proprietor (rechthebbende) and
has full power to dispose (beschikkingsbevoegd)
of its Receivables;


 


b.            its
Receivables are not subject to any Security except as permitted under the
Bridge Facilities Agreement; and


 


c.             subject to
any security interest permitted under the Bridge Facilities Agreement and
subject to notification pursuant to Article 8 of this Deed, this Deed creates a
valid first-ranking disclosed right of pledge (openbaar
pandrecht eerste in rang).


 


6.2          Repetition


The representations
and warranties in Article 6.1 are deemed to be repeated by the Pledgor on each
day the Pledgor acquires a Receivable after the date of this Deed.


 


7.             GENERAL UNDERTAKINGS


 


7.1          Disposal
and negative pledge


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


 


a.             sell, transfer or otherwise dispose of any of
its Receivables;


 


b.            create or permit to subsist any Security on any
of its Receivables;


 


c.             enter into compromises, settlements and other
agreements or to grant discharge in respect of any of its Receivables; or


 


d.            vary the terms of or extend, release,
determine, rescind or grant time for payment in respect of any of its
Receivables if the variation, release, determination, rescission or granting of
time for payment in respect of any of its Receivables would have a material
adverse effect on the right of pledge created under this Deed.


 


8.             NOTIFICATION TO THE DEBTOR


Immediately following
the signing of this Deed the Pledgor shall send by


 


9

















 


registered mail a
notice substantially in the form of Schedule 1 to the Debtor and provide a copy
of this notification letter to the Pledgee without delay.


 


9.             PAYMENT INSTRUCTIONS AND
AUTHORITY TO COLLECT


 


9.1          Collection
by Pledgee


The Pledgee is
authorised to collect any of the Receivables and to enter into compromises,
settlements and other agreements with the Debtor, to grant discharge in respect
of the Receivables and to exercise all other rights of the Pledgor in
connection with its Receivables (including calling in (opzeggen) the Receivables). The Pledgor
waives its rights under article 3:246(4) NCC.


 


9.2          Collection
by Pledgor


The Pledgee hereby authorises the Pledgor to collect its Receivables in
accordance with article 3:246(4) NCC in a bank account approved by the Pledgee.
This authorisation automatically terminates upon the occurrence of an
Enforcement Event. After the occurrence of an Enforcement Event the Pledgor can
not derive any further rights from article 3:246(4) NCC. Any moneys received by
the Pledgor after an authorisation in this Article 9.2 to collect the
Receivables has terminated are received by it on behalf of the Pledgee. The
Pledgor must keep these moneys separated from its other property and forthwith
transfer them to the Pledgee, notwithstanding any rights the Pledgee may have
against the Debtor. The Pledgee may upon the occurrence of an Enforcement Event
inform the Debtor of the Pledgor of the termination of the Pledgor’s
authorisation to collect the Receivables and that further payments by the
Debtor must be made into a bank account designated by the Pledgee.


 


10.          IMMEDIATE FORECLOSURE


 


a.             After the occurrence
of an Enforcement Event the Pledgee may:


 


i.              sell or cause the
respective Receivables to be sold in accordance with article 3:248 NCC et seq. The Pledgor waives its rights
under article 3:251 NCC; and


 


ii.             have recourse against
the proceeds of the respective Receivables collected by it in accordance with
article 3:255 NCC (provided that the notice referred to in Article 9.1 


 


10

















 


has been given).


 


b.             The Pledgee is not
obliged to:


 


i.              first foreclose on
other security rights created under or in connection with the Bridge Facilities
Agreement. The Pledgor waives its rights under article 3:234 NCC; or


 


ii.             notify the Pledgor or
any other person referred to in article 3:252 NCC of its intention to exercise,
or of the exercise of, its rights under Article 10(a). The Pledgor waives its
rights under article 3:249 and 3:252 NCC.


 


11.          APPLICATION OF PROCEEDS


 


The Pledgee shall
apply the proceeds from the sale or the collection of the Receivables in
accordance with the provisions of the Intercreditor Deed, subject to mandatory
provisions of Netherlands law.


 


12.          CONTINUING SECURITY AND
OTHER MATTERS


 


12.1        Continuing
security


This Deed extends to
the ultimate balance from time to time of any of the Secured Liabilities and is
a continuing security, notwithstanding any intermediate payment, partial
settlement or other matter.


 


12.2        No
prejudice


Subject to Article
13, this Deed does not intend to prejudice, limit or affect any right of the
Pledgee under the Bridge Facilities Agreement and the Bridge Facilities
Agreement does not intend to prejudice, limit or affect any right of the
Pledgee under this Deed.


 


13.          CONFLICT


 


If there is a
conflict between this Deed and the Bridge Facilities Agreement then (to the
extent permitted by law) the provisions of the Bridge Facilities Agreement will
take priority over the relevant provisions of this Deed.


 


11

















 


14.          TERMINATION AND RELEASE OF
PLEDGE


 


14.1        The Pledgees shall at the request and cost of
the Parent release the right of pledge constituted by this Deed if any of the
following events occur:


 


a.             upon (i) the Secured Liabilities being
discharged in full and none of the Secured Parties being under any further actual
or contingent obligation to make advances or provide other financial
accommodation to the Pledgor or any other person under any of the Finance
Documents, or (ii) the Pledgor ceasing to be both a Borrower and a Guarantor
subject to, and in accordance with, the Bridge Facilities Agreement.


 


b.             (i) any Permitted Disposal of any Receivable
that is subject to the right of pledge constituted by this Deed, (ii) any sale
or other disposition of any Receivable otherwise permitted by the Bridge
Facilities Agreement that is subject to the right of pledge constituted by this
Deed, (iii) any sale or other disposition of any Receivable that is subject to
the right of pledge constituted by this Deed where the Facility Agent or the
Security Agent has consented to the disposal pursuant to the Bridge Facilities
Agreement, or (iv) any sale or any other disposition of any Receivable pursuant
to a merger, consolidation, reorganisation, winding-up, securitisation,
Take-Out Financing, or sale and leaseback permitted by the Bridge Facilities
Agreement to the extent necessary to ensure such merger, consolidation,
reorganisation, winding-up, securitisation, Take-Out Financing or sale and
leaseback take place, or (v) the creation of any Encumbrance permitted by
paragraph (x) of the definition of “Permitted Encumbrances”, provided that, to
the extent that the disposal of a Receivable is a Permitted Disposal or a sale
or disposition otherwise permitted by the Bridge Facilities Agreement, the
Receivable shall be declared to be automatically released from the pledge
created by this Deed with effect from the day of such disposal and the Security
Agent and the Facility Agent shall each do all such acts which are reasonably
requested by the Parent in order to release such property.


 


14.2        The right of pledge on the Receivables and all the related rights
thereto may be cancelled (opgezegd)
in whole or in part by the Pledgees in accordance with article 3:81 NCC.


 


12

















 


15.          LIABILITY


 


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


 


a.             any sale or
collection of the Receivables (or failure to collect the Receivables) by the
Pledgee; or


 


b.             any exercise of, or
failure to exercise, its rights under this Deed,


 


except for gross negligence
or wilful misconduct (opzet of grove schuld)
of the Pledgee towards the Pledgor.


 


16           COSTS
AND INDEMNIFICATION


 


16.1        Costs


The Pledgor shall pay all costs, of whatever
nature (including legal fees), incurred by the Pledgee in connection with the
preparation, negotiation and signing of this Deed or otherwise in connection
with this Deed, including costs in connection with Article 4 (Further
assurances and notice to third parties) of this Deed, or the enforcement of its
rights there under and/or any amendment of, supplement to or waiver in respect
thereof.


 


16.2        Indemnification


The Pledgor undertakes to indemnify the Pledgee
in respect of all incurred costs, losses, actions, claims, expenses, demands
and liabilities which may be incurred by the Pledgee (or by or against any
person for whose act or omission it may be answerable) at any time relating to
or arising out of this Deed or as a consequence of anything done or omitted in
the exercise or purported exercise of the powers contained in this Deed or
occasioned by any breach by the Pledgor of any of its undertakings or other
obligations under this Deed, except in the case of gross negligence or willful
misconduct (opzet of grove schuld)
on the part of the Pledgee.


 


17           POWER OF ATTORNEY


 


17.1        For the benefit of
the Pledgee, the Pledgor hereby authorises the Pledgee, whether or not
represented by its authorised signatories, to pledge any of the Pledgor’s
Receivables to itself on behalf of the Pledgor at any time and from time to
time and to do everything necessary in this regard. The Pledgee shall be free
in its choice of the method by which the pledge is created, including but not
limited to the execution of a notarial deed. This


 


13

















 


authorisation is unconditional and irrevocable,
and does not in any way limit or qualify the enforceability of the Pledgor’s
obligation to pledge its Receivables itself.


 


17.2        For the benefit of the Pledgee, the Pledgor
hereby irrevocably appoints the Pledgee to be its true and lawful attorney
(with full power of substitution and delegation) for and on behalf of the
Pledgor to sign, execute, seal, deliver, acknowledge, file, register and
perfect any and all such assurances, documents, instruments, agreements,
certificates and consents and to do any and all such acts and things as the
Pledgor itself could do in relation to its Receivables in relation to any
matters dealt with in this Deed and which the Pledgee may reasonably deem to be
necessary in order to give full effect to the purposes of this Deed. Upon
request of the Pledgee the Pledgor will ratify and confirm whatever the Pledgee
shall do or cause to be done in pursuance of the powers conferred to it
hereunder.


 


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


 


18           GENERAL


 


18.1        No
rescission


To the extent permitted by
law, the Pledgor hereby waives its rights under articles 6:265 to 6:272 NCC
inclusive to rescind (ontbinden),
or demand in legal proceedings the rescission (ontbinding)
of, this Deed.


 


18.2        Transfer
of legal relationship


Subject to the terms of the
Bridge Facilities Agreement, the Pledgee may
transfer its legal relationship under this Deed (contractsoverneming) or assign its rights under this Deed (cessie). The Pledgor irrevocably agrees in
advance to cooperate with such assignment or transfer of contract.


 


18.3        Notice


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


 


18.4        Partial
Invalidity


In the event that a
provision of this Deed is invalid, illegal, non binding, 


 


14

















 


or unenforceable (either in
whole or in part) under the law of any jurisdiction, the remainder of this Deed
continues to be effective to the extent that, in view of the Deed’s substance
and purpose, the remainder is not inextricably related to and therefore
inseverable from the invalid, illegal, non binding or unenforceable provision.
The Parties will make every effort to reach agreement on a new clause which
differs as little as possible from the invalid, illegal, non binding or
unenforceable provision, taking into account the substance and purpose of this
Deed.


 


18.5        Amendment


This Deed may only be amended by a written
agreement.


 


18.6        No
implied waiver, no “Rechtsverwerking”


a.             Any waiver under this
Deed must be given by notice to that effect.


 


b.             Where a Party does
not exercise any right under this Deed (which includes the granting by a Party
to the other Party of an extension of time in which to perform its obligations
under any of these provisions), this is not deemed to constitute a forfeiture
of that Party’s right under this Deed (rechtsverwerking).


 


18.7        Benefit
of security


The Pledgor and the Pledgee
explicitly agree and declare that upon transfer, assignment or pledge of the
Secured Liabilities, or a part thereof, the transferee or pledgee will become
entitled to the right of pledge purported to be created hereunder, or to a
corresponding part thereof, as the case may be.


 


If and to the extent as a
result of such transfer, such assignment or a pledge the right of pledge
purported to be created hereunder will constitute common property, and an
intercreditor agreement is agreed upon in relation to such transfer, such
assignment or a pledge, then the Pledgor will be bound to the provisions of such
intercreditor agreement.


 


19           GOVERNING LAW AND
JURISDICTION


 


19.1        Governing
Law


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


 


15

















 


19.2        Jurisdiction


Any dispute arising out of
or in connection with this Deed is to be submitted to the exclusive
jurisdiction of the competent court in Amsterdam, the Netherlands. This Article
19.2 is for the benefit of the Pledgee and the Pledgee only. As a result, the
Pledgee shall not be prevented from taking proceedings relating to a dispute in
any other courts with jurisdiction. This Deed of Disclosed Pledge of
Receivables has been signed in two counterparts, each of equal tenor and
validity, on 21 December 2005.


 


16

















 


SIGNATURES


 


BNS
Automobile Funding B.V.


 


 


	
   /s/
  Michel Taride

  	
   

  
	
  by

  	
  : Michel Taride

  
	
  title

  	
  : Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  BNP Paribas

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Iyadh
  Laalai

  	
   

  
	
  by

  	
  : Iyadh Laalai

  
	
  title

  	
  : Senior Structurer

  
			



 


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