Exhibit 4.5.27


 


SHARES ACCOUNT PLEDGE AGREEMENT


 


(Acte de Nantissement de Compte d’Instruments
Financiers)


 


DATED
21 DECEMBER, 2005


 


BETWEEN


 


EQUIPOLE 


as Pledgor


 


BNP PARIBAS


as Security Agent


 


HERTZ FRANCE


as Account Holder


 


BNP PARIBAS


as Bank Account Holder


 


THE BENEFICIARIES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions And Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Security Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Pledge

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Preservation Of Security

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Representations And Warranties

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Undertakings

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Liability To Perform

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Enforcement

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Application Of Proceeds

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Covenant To Release

  	
  13

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Expenses, Indemnities And Taxes

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Changes To Parties

  	
  14

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Severability

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Notices

  	
  15

  
	
   

  	
   

  	
   

  
	
  15.

  	
  French Language

  	
  15

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Governing Law And Jurisdiction

  	
  15

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Duration

  	
  16

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Waivers, Remedies Cumulative

  	
  16

  



 


	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1.

  	
  DETAILS OF THE SHARES AND THE PLEDGED ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2.

  	
  FORM OF STATEMENT OF PLEDGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3.

  	
  FORM OF CONFIRMATION OF PLEDGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4.

  	
  FORM OF BANK ACCOUNT HOLDER ACKNOWLEDGEMENT LETTER

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.

  	
  THE BENEFICIARIES

  	
   

  



 


2

















 


THIS AGREEMENT IS MADE BY AND
BETWEEN:


 


1.             EQUIPOLE


 


a
société anonyme incorporated under the
laws of France, having a share capital of 54.962.390 €,
whose registered office is situated at 1 rue Eugene Hanaff 78190 Trappes,
registered with the Registre du Commerce et
des Sociétés  de Versailles under
the number 377 839 667, represented by a duly authorized signatory
for the purpose of this Agreement, as Pledgor;


 


2.             HERTZ FRANCE 


 


a société par actions simplifiée incorporated
under the laws of France, having a share capital of 25.394.868,19 €, whose registered office
is situated at 1 rue Eugene Hanaff 78190 Trappes,  registered with the Registre du Commerce et des
Sociétés de Versailles under the number 319 505 632, represented
by a duly authorized signatory for the purpose of this Agreement, as
Account Holder; 


 


3.             BNP PARIBAS


 


a société
anonyme incorporated under the laws of France and authorised as a credit
institution, having a share capital of 1.676.495.744 €, whose registered office is
situated at 24, boulevard des
Italiens, registered with the Registre du Commerce et
des Sociétés de  Paris under the
number 662 042 449, as Bank
Account Holder.


 


4.             BNP PARIBAS


 


a société
anonyme incorporated
under the laws of France and authorised as a credit institution, having a share
capital of 1.676.495.744 €,
whose registered office is located at 4, boulevard des Italiens, registered
with the Registre du Commerce et des Sociétés de  Paris under the number 662 042 449, as Security Agent; and


 


5.             THE BENEFICIARIES  


 


as listed in Schedule
5 attached hereto, represented
by the Security Agent for the
purpose of this Agreement.


 


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WHEREAS:


 


(A)          Pursuant to a senior bridge facilities
agreement dated [21] December 2005 (the
“Senior Bridge Facilities Agreement”)
entered into by, among others, Hertz International, Ltd, the Original Borrowers
and the Original Guarantors, on the one hand, and BNP Paribas as Mandated Lead
Arranger, Joint Bookrunner, Facility Agent, Security Agent and Global
Coordinator, The Royal Bank of Scotland plc as Mandated Lead Arranger and Joint
Bookrunner, Calyon as Co-Arranger and Joint Bookrunner and the
financial institutions listed in schedule 1 thereto as Banks, on the other hand, the Banks have agreed to
make available to the Borrowers certain senior bridge facilities.


 


(B)          Pursuant
to the Senior Bridge Facilities Agreement and as a condition precedent to the
Banks making the aforementioned facilities available, the Pledgor is required
to grant to the Beneficiaries a pledge over the Pledged Account (nantissement de compte d’instruments financiers) upon the
terms and conditions of this Agreement.


 


NOW,
THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1          Definitions


 


In this Agreement, terms
not otherwise defined herein shall have the meaning ascribed to them in the
Senior Bridge Facilities Agreement, and the following terms have the following
meanings:


 


“Account Holder” means
Hertz France in its
capacity as holder (teneur de compte)
of the Financial Instruments Account opened in the name of the Pledgor in its
own books.


 


“Agreement”
means this
pledge of the Pledged Account together with the Schedules attached hereto, as
may be supplemented or amended from time to time.


 


“Bank Account” means the
bank account (compte bancaire spécial) opened
in the name of the Pledgor in the books of the Bank Account Holder in
accordance with Article L.431-4 of the French Monetary and Financial Code (Code monétaire et financier) (as modified by the ordonnance
no. 2005-171 dated 24 February 2005).


 


“Bank Account Holder” means BNP
PARIBAS in its capacity as holder (teneur de compte)
of the Bank Account opened in the name of the Pledgor in its own books.


 


“Beneficiaries” means the Security Agent on behalf of the Finance Parties under the Senior
Bridge Facilities Agreement and individually any one of them, and their
respective successors and assigns in their capacities as beneficiaries of the
Pledge pursuant to clause 36 of the Senior Bridge Facilities Agreement. It is
hereby expressly agreed that for the purpose of this Agreement (including in
case of enforcement of the


 


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Pledge),
the Beneficiaries shall be duly represented by the Security Agent which is
appointed by each of the Beneficiaries as its agent for the purpose hereof.


 


“Business
Day”  means a
day (other than a Saturday or a Sunday) (a) on which banks generally are open
for business in London and in Paris and in the jurisdiction of organisation of
the Coordinator and the principal financial centre of the country of each
Designated Currency other than Euro and (b) which is a TARGET Day.


 


“Discharge Date” means the
date on which all the Secured Liabilities have been irrevocably and
unconditionally discharged in full, or the Pledge has otherwise been released
pursuant to Clause 10.


 


“Enforcement Event” means the occurrence of an Event of
Default which is continuing unremedied and unwaived and has resulted in the
delivery of a notice of acceleration or cancellation pursuant to clause 23.16
of the Senior Bridge Facilities Agreement.


 


“Event of Default” means an event specified
as such in clause 23 of the
Senior Bridge Facilities Agreement.


 


“Finance Documents” has the meaning ascribed to such
term in clause 1.1 of the Senior Bridge Facilities Agreement. 


 


“Finance Parties” has the meaning ascribed to such
term in clause 1.1 of the senior Bridge Facilities Agreement.


 


“Financial Instruments
Account” means the financial instruments account (“compte d’instruments financiers”) within the meaning of
Article L. 431-4 of the French Monetary and Financial Code (Code monétaire et financier) (as modified by the ordonnance
no. 2005-171 dated 24 February 2005) opened in the name of the Pledgor in the
books of the Account Holder, as set out in Schedule 1.


 


“Intercreditor Deed” has the meaning ascribed to such
term in clause 1.1 of the Senior Bridge Facilities Agreement.


 


“Pledge” means the pledge (nantissement)
created over the Pledged Account (compte d’instruments
financiers nanti) by virtue of this Agreement, as security for the
Secured Liabilities.


 


“Pledged Account” means the
Bank Account and the Financial Instruments Account. 


 


“Pledgor”
means
EQUIPOLE, as designated hereabove.


 


“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 HERTZ FRANCE to the Beneficiaries (or any one of them)
in its capacity as Borrower and Guarantor (in such capacity, within the limits
of clause 24.9 of the Senior Bridge Facilities Agreement) under the Finance
Documents (or any one of them).


 


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“Security Agent”
means BNP Paribas as designated hereabove, or any bank or financial institution
which may become Security Agent pursuant to clause 34 of the Senior Bridge
Facilities Agreement and in both cases their respective successors and assigns.


 


“Security Period” means the period beginning on the
date hereof and ending on the Discharge Date.


 


“Shareholder Interest” means, in respect of the Pledgor and
at any time until the expiry of the Security Period, any and all of the Shares
of the Account Holder held by the Pledgor together with, in relation to the
Shares, all dividends, interest and other distributions thereon (fruits et produits) and all shares, other shareholder
interest (instruments financiers), other
securities (valeurs mobilières) (and the dividends,
interest and other distributions (fruits et produits)
thereon), rights, moneys or property, whether present or future, actual or
contingent, from time to time credited to the relevant Pledged Account in
accordance with the terms hereof and Article L. 431-4 of the French Monetary and Financial Code (Code
monétaire et financier) (as modified by the ordonnance
no. 2005-171 dated 24 February 2005), provided that the dividends paid in cash (dividendes en numéraire), interest and other distributions
thereon (fruits et produits) relating to the
Shares or other above mentioned shareholder interest (instruments
financiers) shall only be credited to the Bank Account upon the occurrence of an
Enforcement Event in accordance with Clause 8.1.


 


“Shares” means, until the Discharge Date,
all the shares held at any time by the Pledgor in the issued share capital of HERTZ FRANCE. 


 


1.2          Interpretation


 


(a)           In
this Agreement, unless stated to the contrary or the context requires
otherwise,:


 


(i)            a reference in this Agreement
(including its preamble and its Schedules) to a Clause or a Schedule is a
reference to a clause or a schedule to this Agreement and a reference to this
Agreement shall include its preamble and schedules;


 


(ii)           words importing the plural shall include the
singular and vice versa;


 


(iii)          a reference to the time of day shall refer to
Paris time, unless otherwise indicated;


 


(iv)          a reference to a person shall include its
successors, transferees and assignees;


 


(v)           words
appearing in this Agreement in a language other than English shall have the
meaning ascribed to them under the law of the corresponding jurisdiction and
such meaning shall prevail over their translation into English, if any;


 


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(vi)          a
reference to an entity acting as Bank includes a reference to this entity
acting also as a C Ancillary Bank, as the case may be; 


 


(vii)         an
agreement or document includes a reference to that agreement or document as
varied, novated, supplemented or replaced from time to time;


 


(viii)        references
to any statutory provision or legislative enactment shall be deemed to also
refer to any re-enactment, modification or replacement and to any statutory
instrument, order or regulation made thereunder or under any such re-enactment.


 


(b)           The
index and the headings in this Agreement are for convenience of reference only
and shall not be used in construing this Agreement.


 


(c)        This Agreement is entered into
subject to the terms and conditions of the Intercreditor Deed.  In the event of any inconsistency between
this Agreement and the Intercreditor Deed, the terms of the Intercreditor Deed
shall prevail. In the event of any inconsistency between this Agreement and the
Senior Bridge Facilities Agreement, the terms of the Senior Bridge Facilities
Agreement shall prevail. For the purposes of interpretation of this Agreement,
in the event of any inconsistency between the Intercreditor Deed and the Senior
Bridge Facilities Agreement, the terms of the Intercreditor Deed shall prevail.


 


(d)        Nothing in this Agreement should be deemed to restrict
the right of the Pledgor to take any action or to abstain from taking any
action which is otherwise permitted under the Senior Bridge Facilities
Agreement and the Intercreditor Deed.


 


1.3          Certificates


 


A certificate from the
Beneficiaries setting forth the amount of any Secured Liability due to the Beneficiaries by the Pledgor
pursuant to the Finance Documents shall be prima facie
evidence of such amount against the Pledgor in the absence of manifest error.


 


2.             SECURITY
AGENT


 


The Pledgor hereby agrees that the Security Agent shall be the agent (mandataire) of the Beneficiaries for the purposes of this Agreement,
acting in such capacity in its name on behalf of the Beneficiaries.


 


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3.             PLEDGE


 


3.1          Pledged Account


 


As security for the full repayment, discharge and
performance of the Secured Liabilities, the Pledgor irrevocably pledges to the Beneficiaries the Pledged
Account to the credit of which its Shareholder Interest has been credited,
pursuant to Article L. 431-4 of the French Monetary and Financial Code (Code monétaire et financier) (as
modified by the ordonnance no. 2005-171 dated 24
February 2005) until
the Discharge Date.


 


3.2          Registration of the Pledge


 


Immediately upon signature of this Agreement and in relation
to the Pledged Account, the Pledgor shall execute in the French language a
statement of pledge related to such Pledged Account (the “Statement of
Pledge”) in the form of Schedule 2, transmit an executed copy of the Statement
of Pledge of the Pledged Accounts to the Account Holder of the Financial
Instruments Account and to the Bank Account Holder of the Bank Account and
request :


 


(i)            the Account Holder (who accepts and undertakes
to comply with) to (i)
record in its shareholder register (“registre de mouvements de
titres”), that such Financial Instruments Account is pledged in
favour of the Beneficiaries by virtue of this Statement of Pledge
and (ii) issue on the same date a certificate of confirmation of pledge related
to the Pledged Account (the “Confirmation of Pledge”)
in the form of Schedule 3; and


 


(ii)           the Bank Account
Holder (who accepts and undertakes to comply with) to (a) record that the Bank
Account is pledged in favour of the Beneficiaries by virtue of this Statement
of Pledge and (b) issue on the same date a certificate of confirmation of
pledge related to such Bank Account (the “Bank Account  Holder Acknowledgement Letter” and together with the
Confirmation of Pledge, the “Confirmations of Pledge”)
in the form of Schedule 4.


 


3.3          Shareholder Interest


 


(a)           Without prejudice to Clause 3.1 and subject to the provisions of Clause
8:


 


(i)            any shareholder interest (instrument financier)
for any reason whatsoever substituted for, or added to, the Shareholder
Interest of the Pledgor, together with any and all distributions, interest and
proceeds (fruits et produits) resulting therefrom
in accordance with Article L. 431-4 of the French Monetary
and Financial Code (Code monétaire et
financier) (as modified by the ordonnance
no. 2005-171 dated 24 February 2005), and


 


(ii)           more generally, any shares or other shareholder
interests (instruments financiers) attributed to,
and any additional shares or other shareholder interests (instruments
financiers) acquired by, the Pledgor and constituting ownership
interests in the Account Holder or any legal entity resulting from the
transformation or merger of the Account Holder or any similar operation shall
automatically be deemed the Shareholder Interest of the Pledgor for the


 


8

















 


purposes of this Agreement and shall, subject to Clause 3.5, be promptly
credited to the Pledged Account, without any such operation constituting in any
manner a novation of the rights and security granted to the Beneficiaries
hereunder and the Pledgor shall sign and instruct the Account Holder to sign
all documents and take all action necessary to confirm the same in favour of
the Beneficiaries.


 


(b)           The Pledgor shall not
be entitled to replace or substitute all or part of its Shareholder Interest
without the prior written consent of the Beneficiaries in each instance.


 


3.4          Surety in Rem (Caution Réelle)


 


The Pledgor hereby represents and warrants to each Beneficiary that it
has full knowledge of the obligations of Hertz France as Obligor under the
Senior Bridge Facilities Agreement and of the Secured Liabilities and that it
will act hereunder as surety in rem (caution réelle) for Hertz France. To any extent applicable
herein, the Pledgor confirms that its undertaking as surety in rem (caution réelle)
under this Agreement is joint and several (solidaire) and
the Pledgor hereby waives its “bénéfices de discussion et
de division” in accordance with Articles 2021 et seq.
and 2026 et seq. of the French Civil Code (Code Civil) and to the fullest extent provided by law, any
other defences that may otherwise be available to the Pledgor.


 


3.5          Income and Proceeds 


 


In accordance with Article L.431-4 of the
French Monetary and Financial Code (Code monétaire et financier)
(as modified by the ordonnance no. 2005-171
dated 24 February 2005), any dividends paid in cash (dividendes
en numéraire) interest and other distributions thereon (fruits et produits) relating to the Shareholder Interest
registered in the Financial Instruments Account shall be recorded on the Bank
Account. For the avoidance of doubt, the parties hereto acknowledge that
subject to Clause 8.1, the Pledgor shall be free to apply and use at its
discretion any such amounts, and such amounts shall only be credited to the
Bank Account when, and if, required under Clause 8.1. The Bank Account shall be deemed to be an
integral part of the Financial Instruments Account as from the date of
execution of the Statement of Pledge. The Pledgor may request from the Bank Account
Holder a certificate of pledge comprising the inventory of all sums standing to
the credit of the Bank Account as at the date of delivery of such certificate.


 


3.6          Instructions


 


The Pledgor hereby instructs the Account Holder
to pay all dividends paid in cash (dividendes en numéraire)
interest and other distributions thereon (fruits et produits)
relating to the Shareholder Interest on the Bank Account.


 


9

















 


4.             PRESERVATION
OF SECURITY


 


4.1          Continuing security


 


The security (nantissement)
constituted by the Pledge herein created shall continue until the Discharge
Date.


 


4.2          Additional
security


 


This Pledge is in addition to and is not in any way prejudiced by any
other security now or hereafter held by the Beneficiaries in respect of the Secured
Liabilities.


 


4.3          Security transfer


 


In the event of any assignment, transfer, novation or disposal of a part
or all of its rights and obligations by any Beneficiary under each and any of the Finance
Documents to which such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor accepts, all its rights
and privileges hereunder for the benefit of its successor, in accordance with
the terms of Article 1278 of the (French) Civil Code (Code Civil)
so that the Pledge herein created will secure, until the Discharge Date, the
Secured Liabilities to the rateable benefit of such successor, without further
formalities.


 


5.             REPRESENTATIONS
AND WARRANTIES 


 


5.1          Representations and Warranties


 


The Pledgor hereby
represents and warrants to the Beneficiaries and the Security Agent that, except as expressly stated herein or in the Finance
Documents, that :


 


(a)           this Agreement is valid, binding and enforceable
against it and any of its assets pledged hereunder in accordance with the terms
hereof;


 


(b)           the entry into and performance by it of,
and the transactions contemplated by, this Agreement, each Statement of Pledge
and the Pledge created over the Pledged Account, do not and will not conflict with its
constitutional documents and the constitutional documents of the Account
Holder;


 


(c)           it has valid title and is the sole absolute legal
owner of its Shareholder Interest and its Pledged Accounts and all of its
Shares and its Shareholder Interest have been validly issued and fully paid,
and are not subject to any option to purchase or similar rights;


 


(d)           its Pledged
Accounts and its Shareholder Interest are not subject to any Encumbrance, and
there are no similar restrictions which may affect the rights of the
Beneficiaries under this Agreement and the Pledge created over its Pledged
Accounts.


 


10

















 


5.2          Time
for making representations and warranties


 


The representation and warranties set out in Clause 5.1 are made on the
date hereof and are deemed to be repeated on the same days as the
Repeated Representations are repeated under the Senior Bridge Facilities
Agreement, in each case by reference to the facts and circumstances then
existing.


 


6.             UNDERTAKINGS


 


6.1          Duration


 


The undertakings in this
Clause 6 shall remain in force throughout the Security Period.


 


6.2          No
Disposal – No Encumbrance


 


Until the Discharge Date, the Pledgor will not dispose of, or, encumber
the Pledged Account and any Shareholder Interest credited on the Pledged
Account otherwise than pursuant to, or as permitted under this Agreement or the
Senior Bridge Facilities Agreement.


 


6.3          Management of Pledged Account


 


Except as otherwise provided for in, or permitted by, the Senior Bridge
Facilities Agreement or any Finance Document:


 


(a)           Until the Discharge Date, the
Pledgor will request the
Account Holder to credit to the Pledged Account any Shareholder Interest
attributed to or acquired by it in accordance with Clause 3.3 and subject to
Clause 8.1 and will sign all documents and take all action necessary to this
effect.


 


(b)           Without prejudice to Clause 3.5, until the Discharge Date, the Pledgor
will not (i) locate or permit to locate the Shareholder Interest received by it
from any person for whatever reason in an account other than the Pledged
Account, (ii) close or transfer the Pledged Account, except in either case as
otherwise provided in, or permitted by, the Senior Bridge Facilities Agreement
or any Finance Document nor (iii) appoint a new account holder other than the
Account Holder and the Bank Account Holder, except as otherwise provided for in, or
permitted by, the Senior Bridge Facilities Agreement or any Finance Document,
unless such new account holder has been approved by the Beneficiaries (such
approval not to be unreasonably withheld or delayed) and has agreed in writing
to be bound by all the terms and conditions of this Agreement, as Account
Holder or Bank Account Holder.


 


6.4          Voting rights


 


The Pledgor will not exercise the voting rights attached to its
Shareholder Interest in a way that would prejudice the ability of the
Beneficiaries under this Agreement to enforce the security created over the
Pledged Account by virtue of this Agreement.


 


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6.5          Information


 


Until the Discharge Date, the Pledgor will permit the Security Agent at
any time, to request from the Account Holder and the Bank Account
Holder that such
information, reports and records in respect of the Pledged Account, including a
confirmation of pledge shall be furnished as soon as reasonably practicable
after demand of the Security Agent and it will sign all documents and take all
action reasonably necessary to effect this.


 


6.6          Shares


 


The Pledgor shall inform the Security Agent of any change in the form of
the Shares promptly upon the occurrence of such change.


 


7.             LIABILITY
TO PERFORM


 


It is expressly agreed that the Pledgor shall remain liable to observe
and perform all of the conditions and obligations assumed by it respectively in
respect of its Shareholder Interest and the Pledged Account. Each
Beneficiary and the Security Agent shall not have any liability in connection
with, or arising out of, this Agreement other than under Clause 10 to the
extent that any such liability under such Clause 10 is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Beneficiary’s or the Security Agent’s gross negligence or wilful
misconduct, as the case may be. The Beneficiaries and the Security Agent shall not be required in any
manner to perform or fulfil any obligation of the Pledgor in respect of its
Shareholder Interest and the Pledged Account, or to make any payment or to
present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may have been or to which it may be entitled
hereunder at any time or times.


 


8.             ENFORCEMENT


 


8.1          Upon the occurrence of any Event of Default and
for so long as such Event of Default has not been remedied or remains unwaived
under the Senior Bridge Facilities Agreement, the Pledgor will cease to
be entitled to receive payment of any dividends paid in cash (dividendes en numéraire), interest and other distributions thereon (fruits et
produits) in respect of its Shareholder Interest and such
dividends, interest and other
distributions thereon (received on or after receipt of the relevant
notice by the Pledgor) shall be immediately credited in the Bank Account in
favour of the Beneficiaries subject to the provisions of the Intercreditor
Deed. The Pledgor shall cause
the Account Holder to register with the Bank Account any and all dividends,
interest and other distributions thereon received or to be received by it in respect
of its Shareholder Interest as from the date mentioned above. 


 


8.2          At any time following
an Enforcement Event, the
Security Agent acting on behalf of the Beneficiaries shall be entitled to (i)
exercise all rights, actions and privileges on the Pledged Accounts and/or the
Shareholder Interest of the Pledgor as granted by law to a secured creditor,
and in particular, (ii) request direct payment of moneys or cash proceeds
credited to the Pledged Accounts, subject to the Beneficiaries making request


 


12

















 


of the same by at least eight days notice sent
to the Account Holder, the Bank Account Holder and to the Pledgor by registered
letter in accordance with any legal requirements including Article L.431-4 of
the French Monetary and Financial Code (Code monétaire et
financier) and the Article D 431-1 of the French Monetary and
Financial Code (Code monétaire et financier).


 


9.             APPLICATION
OF PROCEEDS


 


Any moneys received by the Beneficiaries or the Security Agent from the Pledgor or any
third party pursuant to this Agreement shall be applied in accordance with the
order and priority set forth under the Intercreditor Deed.


 


10.          COVENANT
TO RELEASE


 


10.1        The Security
Agent, acting on behalf of the Beneficiaries, shall, at the request and cost of
the Pledgor, release and cancel the Pledge upon the occurrence of any of the
following events:


 


(a)           the Secured Liabilities being entirely and definitively repaid
(independently of any intermediate or partial repayments) and all commitments
of the Beneficiaries to provide financing under the Senior Bridge Facilities
Agreement having been terminated or having expired; 


 


(b)           the Pledgor ceasing to be an Obligor under the Senior Bridge Facilities
Agreement; or


 


(c)           as otherwise permitted by the Intercreditor Deed.


 


10.2        Upon the
occurrence of any of the following events, the Security Agent, acting on behalf
of the Beneficiaries, shall, at the request and cost of the Pledgor, release
and cancel the Pledge insofar as it relates to the property and assets
described below:


 


(a)           any Permitted Disposal or sale or other dispositions otherwise permitted
by the Senior Bridge facilities Agreement of any property or assets that are
subject to the Pledge;


 


(b)           any sale or other disposition of any property or assets that are subject
to the Pledge where the Facility Agent or the Security Agent has consented to
the sale or disposition pursuant to any Finance Document; 


 


(c)           any sale or any other disposition of any property or assets that are
subject to the Pledge pursuant to a merger, consolidation, reorganisation,
winding-up, securitisation, Take-Out Financing or sale and leaseback permitted
by the Senior Bridge Facilities Agreement to the extent necessary to ensure
such merger, consolidation, reorganisation, winding-up, securitisation, Take-Out
Financing or sale and leaseback can take place; or


 


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(d)           the creation of any Permitted Encumbrance as described in paragraph (x)
of the definition of Permitted Encumbrances in the Senior Bridge Facilities
Agreement.


 


provided that, to the extent that any sale or other disposition of such
property or assets is a Permitted Disposal or a sale or disposition otherwise
permitted by the Senior Bridge Facilities Agreement, the property or assets
shall be automatically released from the Pledge with effect from the day of
such sale or other disposition.


 


10.3        In connection with any release or cancellation described in Clause 10.1
or 10.2, the Security Agent and the other Beneficiaries shall each do all such acts
and things, at the Pledgor cost, as are reasonably requested by the Pledgor in
order to release and cancel the Pledge.


 


11.          EXPENSES,
INDEMNITIES AND TAXES


 


The Pledgor shall pay all
costs, fees, taxes and other amounts incurred by the Beneficiaries or the
Security Agent in connection with the preparation, negotiation, execution,
enforcement and preservation of this Agreement and the Statement of Pledge on
the same terms as under clause 27 of the Senior Bridge Facilities Agreement. 


 


12.          CHANGES
TO PARTIES


 


All the rights, privileges, powers, discretions and authorities of the Beneficiaries hereunder will benefit their
respective successors and permitted assignees and all terms, conditions,
representations and warranties and undertakings of the Pledgor hereunder shall
oblige its respective successors and assignees in the same manner, it being
agreed and understood that:


 


(a)           the Pledgor shall not assign, transfer, novate or dispose of any of, or
any interest in, its rights and/or obligations under this Agreement,
except as otherwise permitted by the Finance Documents, and


 


(b)           the Beneficiaries
and the Security Agent shall be entitled to assign, transfer, novate or dispose
of any of, or any interest in, their rights and/or obligations hereunder to any
successor in accordance with the relevant provisions of the Finance Documents.


 


The
provisions of this Agreement and the rights arising therefrom shall remain in
full force and effect and benefit to any successors, permitted transferees or permitted assignees of a Beneficiary, without any specific
notice, registration or reiteration, in the event of, inter alios, of any sale,
merger, demerger, spin-off or assets contribution which a Beneficiary may
decide to effect. It is expressly agreed that an asset contribution or a
partial merger within the meanings of Articles L. 236-1 et sequitur
of the French Commercial Code (Code de Commerce)
shall be deemed to be a transfer for the purpose of the present provision.


 


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13.          SEVERABILITY


 


If a provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction in respect of the Pledgor and/or the Account
Holder, this shall not affect:


 


(a)           in respect of the Pledgor and/or the Account Holder the validity or
enforceability in that jurisdiction of any other provision of this Agreement;
or


 


(b)           in respect of the Pledgor and/or the Account Holder the validity or
enforceability in other jurisdictions of that or any other provision of this
Agreement.


 


In the event of any such illegality, invalidity or unenforceability, the
parties shall negotiate in good faith with a view to agreeing the replacement
of such provision with a provision which is legal, valid and enforceable and
which is to the extent applicable in accordance with the intents and purposes
of this Agreement and which in its economic effect comes as close as
practicable to the provision being replaced.


 


14.          NOTICES


 


Except as specifically provided otherwise in this Agreement, all notices or
other communications under or in connection with this Agreement shall be given
to each party as specified in clause 42 of the Senior Bridge Facilities
Agreement.


 


All notices, requests or
communications to be made and all documents to be delivered to Equipole shall
be made and delivered to :


 


Equipole 


Attention : Brigitte Rischard


1, rue Eugène Hénaff – Z.A. du Buisson de la Couldre

78190 Trappes


France


 


Fax. +33 (0) 1 39 38 35 01


 


15.          FRENCH
LANGUAGE


 


The Statement of Pledge executed by the Pledgor pursuant to Clause 3.2
shall be made in the French language and accompanied by an English translation.
The French language version of the Statement of Pledge shall prevail over any
English translation and shall be binding on the Pledgor.


 


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16.          GOVERNING
LAW AND JURISDICTION


 


16.1        Governing
law


 


This Agreement and the
Statement of Pledge shall be governed by and construed in accordance with the
laws of the Republic of France.


 


16.2        Jurisdiction


 


For the benefit of the
Beneficiaries, the Pledgor agrees that the courts of France have jurisdiction
to settle any disputes in connection with this Agreement and the Statement of
Pledge, and accordingly submit to the jurisdiction of the Commercial Court of
Paris (Tribunal de Commerce de Paris).


 


17.          DURATION


 


The Pledge created
pursuant to this Agreement and the obligations of the parties hereunder shall
remain in force until the earlier of the following dates: (i) the Discharge
Date, or (ii) the date on which the Security Agent shall release the Pledge in
accordance with Clause 10.


 


18.          WAIVERS,
REMEDIES CUMULATIVE


 


18.1        The rights of the Beneficiaries and the
Security Agent under this Agreement:


 


(i)            may be exercised as often as necessary;


 


(ii)           are cumulative and not exclusive of their
rights under the law; and


 


(iii)          may only be waived in writing and expressly.


 


18.2        Delay in the exercise or non-exercise of any such rights by a
Beneficiary or the Security Agent shall not constitute a waiver of that right.


 


 


Made in Paris


On 21 December, 2005


 


In as many original
copies as parties to this Agreement


 


 


	
  The Pledgor

  
	
   

  
	
  EQUIPOLE

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


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  The Security Agent

  
	
   

  
	
  BNP PARIBAS

  
	
   

  
	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
  The Beneficiaries

  
	
   

  
	
  As represented by the
  Security Agent

  
	
   

  
	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
  The Account Holder

  
	
   

  
	
  HERTZ FRANCE

  
	
   

  
	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
  The Bank Account Holder

  
	
   

  
	
  BNP
  PARIBAS

  
	
   

  
	
  By:

  	
  /s/ Iyadh Laalai

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


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