Exhibit 4.5.31


 


 


SECURITY TRANSFER OF
MOVABLE

ASSETS


 


 


between


 


 


HERTZ AUTOVERMIETUNG GMBH


 


as Transferor


 


and


 


BNP PARIBAS


 


as Security Agent


 


 


NÖRR STIEFENHOFER
LUTZ


 


RECHTSANWÄLTE
STEUERBERATER WIRTSCHAFTSPRÜFER PARTNERSCHAFT


 


BERLIN  DRESDEN  DÜSSELDORF  FRANKFURT/MAIN  MUNICH


BRATISLAVA  BUDAPEST  BUCHAREST  MOSCOW  PRAGUE  WARSAW


NEW YORK REPRESENTATION OFFICE


 


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


 

















 


TABLE
OF CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  2.

  	
  TRANSFER OF TITLE FOR SECURITY PURPOSES (SICHERUNGSÜBEREIGNUNG)

  	
   

  	
  2

  
	
  3.

  	
  SECURED OBLIGATIONS

  	
   

  	
  3

  
	
  4.

  	
  DISPOSAL OF COLLATERAL

  	
   

  	
  3

  
	
  5.

  	
  UNDERTAKINGS

  	
   

  	
  3

  
	
  6.

  	
  OTHER RIGHTS OF THE FINANCE PARTIES

  	
   

  	
  5

  
	
  7.

  	
  REALISATION OF COLLATERAL

  	
   

  	
  6

  
	
  8.

  	
  LIMITATION LANGUAGE

  	
   

  	
  7

  
	
  9.

  	
  RELEASE

  	
   

  	
  8

  
	
  10.

  	
  NOTIFICATIONS

  	
   

  	
  10

  
	
  11.

  	
  MISCELLANEOUS

  	
   

  	
  11

  
	
  SIGNATORIES

  	
   

  	
  13

  
	
  SCHEDULE 1

  	
  LIST OF MOVABLE ASSETS ON CD-ROM

  	
   

  	
  14

  
	
  SCHEDULE 2

  	
  PREMESIS

  	
   

  	
  15

  
	
  SCHEDULE 3

  	
  LIST OF CAR STATIONS ON CD-ROM

  	
   

  	
  16

  
	
  SCHEDULE 4

  	
  LIST OF CARS ON CD-ROM

  	
   

  	
  17

  
					



 


i

















 


THIS SECURITY
TRANSFER AGREEMENT (the Agreement) is dated 21
December 2005 and is
made


 


BETWEEN:


 


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


 


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


 


The Transferor
and the Security Agent are collectively referred to as the Parties
and each a Party.


 


RECITALS:


 


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


 


(B)              Pursuant to the terms of
the Facility Agreement the Transferor in
its capacity as guarantor and certain subsidiaries of Hertz International, Ltd
(together with any person acceding to the Facility Agreement as guarantor the Guarantors and each a Guarantor) have guaranteed in favour of the
Finance Parties the performance by certain Obligors under the Finance Documents
(the Guarantee).


 


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


 


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


 


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


 


1

















 


THE
PARTIES AGREE as follows:


 


1.                DEFINITIONS


 


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


 


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


 


2.                TRANSFER OF TITLE FOR SECURITY
PURPOSES (SICHERUNGSÜBEREIGNUNG)


 


2.1              The Transferor hereby
transfers to the Security Agent:


 


(a)              all its present and future movable inventory, raw materials, spare
parts, supplies, finished and unfinished products and merchandise (including,
but not limited to, the assets listed on a CD-Rom which is enclosed as SCHEDULE
1) located now and in future (i) at the premises redlined on the maps enclosed
as SCHEDULE 2 and (ii) the rental car stations listed on a CD-Rom which is
enclosed as SCHEDULE 3; and


 


(b)              all motor vehicles used in its rental car fleet listed on a CD-Rom
which is enclosed as SCHEDULE 4 and any motor vehicle to be used in its rental
car fleet which the Transferor will acquire or otherwise gain title of in the
future which is registered (zugelassen) in
the Federal Republic of Germany.


 


The schedules form an integral
part of this Agreement. The premises specified pursuant to clauses 2.1(a) are
referred to as the Premises and
the transferred assets as the Collateral.


 


2.2              To the extent that the
Transferor has ownership or co-ownership (Miteigentum) of
the Collateral or acquires such rights in the future the Transferor hereby
transfers to the Security Agent the ownership or co-ownership. To the extent
that the Transferor has any inchoate rights (Anwartschaftsrechte)
in respect of the Collateral the Transferor hereby transfers to the Security
Agent such inchoate rights.


 


2.3              Delivery of possession
of the Collateral to the Security Agent is hereby replaced by the agreement
that the Transferor retains actual possession and holds the Collateral in
gratuitous custody (unentgeltliche Verwahrung)
for the Security Agent to the effect that the Security Agent becomes indirect
possessor (mittelbarer Besitzer) as defined in
section 868 of the


 


2

















 


German Civil
Code (Bürgerliches Gesetzbuch – “BGB”) with respect to the Collateral. The Transferor hereby
further assigns all present and future claims against third parties obtaining
actual possession of the Collateral to the Security Agent. The Security Agent
hereby accepts such assignment.


 


2.4              To the extent any motor
vehicle listed in SCHEDULE 4 is located outside the territory of the Federal
Republic of Germany at the time of signing of this Agreement, it shall be
transferred upon its entry into the territory of the Federal Republic of
Germany to the Security Agent.


 


2.5              The Security Agent
hereby accepts the transfer of the Collateral and the transfer of the inchoate
rights.


 


3.                SECURED OBLIGATIONS


 


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


 


4.                DISPOSAL OF COLLATERAL


 


4.1              The Transferor is
authorised in accordance with the terms and conditions of the Facility Agreement
to make use and to dispose of the Collateral on its own behalf in the ordinary
course of business as long as such authorisation has not been revoked by the
Security Agent.


 


4.2              The Security Agent is
entitled to revoke the aforementioned authorisation and claim delivery of the
Collateral including the registration certificates (Fahrzeugbrief)
relating to the Collateral upon an Enforcement Event.


 


4.3              Upon expiry of the
Transferor’s authorisation to dispose of the Collateral the Security Agent is
entitled to claim delivery of all documents pertaining to the Collateral.


 


5.                UNDERTAKINGS


 


The Transferor undertakes
towards the Security Agent as follows:


 


3

















 


5.1              Principal Undertakings


 


Except as otherwise permitted
under the Finance Documents, to ensure that all rights granted to the Security
Agent are prior in ranking to any rights of third parties.


 


5.2              List of Collateral


 


(a)              The Transferor shall
submit to the Security Agent all information, lists and reports which the
Security Agent considers to be necessary in order to evaluate the Collateral.
The Transferor shall, in particular, submit a list of all Cars transferred in
accordance with Clause 2.1 to the Security Agent after the execution of this
Agreement on each Settlement Date. The Transferor shall submit to the Security
Agent a list of the future Collateral including inchoate rights (Anwartschaftsrechte). All lists to be submitted to the
Security Agent shall contain at least the following information:


 


(i)               a list of the complete
Collateral owned by the Transferor by delivering a detailed description and
listing of each single object including accurate information about its current
market price;


 


(ii)              information about the
extent, against whom and with respect to which objects the Transferor has
inchoate rights; and


 


(iii)             a detailed description of
the Premises where the Collateral is located to the extent possible.


 


(b)              In order to protect its
legitimate interests the Security Agent is entitled to request the delivery of
the above mentioned lists at any time. Furthermore, the Security Agent is
entitled to request additional information or documents from the Transferor in
order to protect its legitimate interests.


 


(c)              The lists referred to in
clause 5.2(a) shall serve for the purpose of notification only. This means that
the Collateral transferred pursuant to Clause 2 of this Agreement shall be
fully owned by the Security Agent even if the Collateral is not or only
partially listed in the lists submitted to the Security Agent.


 


5.3              Reporting Obligations


 


(a)              In the event that the
value of the Collateral transferred to the Security Agent is materially subsequently
affected the Transferor shall immediately notify the Security Agent thereof,
and he will act in accordance with the instructions given by the Security
Agent. The Transferor’s obligation to notify pursuant to this Clause 5.3(a)
only exists if the value of the security granted by this Agreement is materially
substantially affected.


 


(b)              In the event that the
Security Agent’s entitlement to the transferred collateral is impaired or
jeopardised by attachment (Pfändung),
transfer order (Überweisung) or otherwise the
Transferor shall immediately notify the Security Agent thereof. In case of an
attachment the Transferor shall deliver to the Security Agent a copy of 


 


4

















 


the attachment and transfer
order (Pfändungs- und Überweisungsbeschluss)
and all other documents necessary to object against the attachment and he shall
notify the attaching creditor immediately of the Security Agent’s security
interest.


 


5.4              Right of Inspection


 


(a)              The Security Agent has
the right to inspect or have inspected by authorised personnel the Transferor’s
documents in order to evaluate and enforce the Collateral, however, as long as
no right of realisation exists only upon reasonable advance notification and
during normal business hours.


 


(b)              To the extent that
information in relation to the Collateral has been recorded in EDP systems, the
Transferor shall allow the Security Agent, upon the latter’s first demand, to
use the EDP system, including the periphery, with the data stored in respect of
all bookings relating to the assignment, and the Transferor shall further make
available the operators and the necessary programs (software) required in
connection therewith, and shall do whatever is necessary to put the EDP system
into operation and repair the same or otherwise.


 


5.5              Labelling of the Collateral, Third Parties’ Rights


 


(a)              Subject to the right of use
and disposal pursuant to clause 4 the Transferor will use reasonable endeavours
to ensure the Collateral it is handled properly.


 


(b)              So far as there may be
statutory liens of third parties (e.g. landlord, lessor, stockkeeper, work
contractor) to the Collateral the Transferor shall, on the Security Agent’s
request, from the date on which the rent, storage charges or remuneration for
contracts for work and services had been due, furnish proof to the Security
Agent of such payment.


 


6.                OTHER RIGHTS OF THE FINANCE
PARTIES


 


6.1              If, and to the extent,
documents required for the evaluation or realisation of the Collateral have
been delivered by the Transferor to a third party (especially to an accountant
or tax advisor) the Transferor hereby assigns to the Security Agent his claims
against such third party for providing information and for delivering such
documents and hereby authorises the third party to provide the Security Agent
with such information and documents required to evaluate and realise the
Collateral.


 


6.2              In so far as the
electronic data processing is executed by third parties the Transferor hereby
assigns to the Security Agent all its claims for performance and authorises
these third parties to execute the electronic data processing on behalf of the
Security Agent in the same manner as they were obliged to towards the
Transferor, provided that the Security Agent requests them to do so upon the
occurrence of an Enforcement Event.


 


5

















 


6.3              Upon the occurrence of an
Enforcement Event and in order to protect its legitimate interests the Security
Agent is entitled to revoke the authorisation to dispose and to request
delivery of the Collateral if the Transferor is in a material breach of its
duty to handle the Collateral with care or if it disposes of the Collateral not
in the ordinary course of business.


 


6.4              If no proof is furnished
that mature claims for rent, storage charges or remuneration for contracts for
work and services have been satisfied by the Transferor the Security Agent will
be entitled to effect payment at the Transferor’s expense in order to avert
such third parties’ liens.


 


7.                REALISATION OF COLLATERAL


 


7.1              Upon the occurrence of
an Enforcement Event and notwithstanding the provisions in Clause 4 (Disposal
of Collateral) of this Agreement the Security Agent is entitled to revoke the
right of disposal as described in Clause 4 (Disposal of Collateral) of this
Agreement, to request delivery of the Collateral, to realise the Collateral and
enforce all other rights arising from this Agreement.


 


7.2              Upon the occurrence of
an Enforcement Event the Security Agent shall be authorised to terminate
retention of title arrangements (Eigentumsvorbehalt)
by paying the purchase price thereof or part thereof on behalf and at the
expense of the Transferor. The Transferor hereby waives its right to object
against such performance by the Security Agent.


 


7.3              In the event of a
realisation the Transferor shall immediately submit to the Security Agent all
documents relating to the Collateral (and other documents required).


 


7.4              Before realisation the
Security Agent shall give written warning to the Transferor five (5) Business Days
in advance. Advance warning is not required if the Transferor has generally
ceased payment or if insolvency proceedings in respect of the Transferor have
been opened by the courts.


 


7.5              The Security Agent is
entitled to realise the Collateral also by public sale (freihändiger
Verkauf) on its own behalf or on the Transferor’s behalf. The
Security Agent shall use its best endeavours to achieve the best obtainable
price. At the Security Agent’s request the Transferor will assist in the
realisation or, according to the instructions of the Security Agent, sell the
Collateral at best offer. The Transferor will pass any payment or any other
benefit obtained from the realisation on to the Security Agent.


 


7.6              The Security Agent may,
at its sole discretion, determine which of several security shall be used to
satisfy the Secured Obligations.


 


6

















 


8.                LIMITATION LANGUAGE


 


8.1               The Security Agent
agrees that its right to enforce the security granted hereunder shall, if and
to the extent that it secures liabilities of any shareholder of the Transferor or
any such shareholder’s affiliated company (verbundenes Unternehmen)
within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (other than the Transferor’s subsidiaries), at
all times be limited to an amount equal to the Transferor’s net assets (as
defined in Clause 9.2).


 


8.2              For the purposes of this
Clause 9 (Limitation Language), net assets shall be calculated by taking into
account the captions reflected in section 266 (2) A, B and C of the German
Commercial Code (Handelsgesetzbuch) less the sum
of:


 


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


 


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


 


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


 


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


 


8.4              If the Transferor fails
to deliver a copy of its balance sheet in accordance with Clause 9.3, the
Security Agent shall be entitled to enforce the security granted hereunder
without limitation. Following such enforcement, the Security Agent agrees to
release proceeds from the enforcement of the security granted hereunder if and
to the extent that it secures liabilities of any shareholder of the Transferor or
any such shareholder’s affiliated company (verbundenes Unternehmen)
within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than the Transferor’s subsidiaries) and
that such enforcement or the application of proceeds from such enforcement
towards the Secured Obligations would otherwise lead to the situation that the Transferor
does not have sufficient net assets, as determined in accordance with a balance
sheet drawn up as foreseen under Clause 9.3, to maintain its registered share
capital (Stammkapital).


 


8.5              For the purposes of the
calculation of the enforceable amount specified in Clause 9.3 and the amount to
be released specified in Clause 9.4, the following balance sheet items shall be
adjusted as follows:


 


7

















 


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


 


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


 


8.6              Furthermore, if and to
the extent legally permissible the Transferor shall, in a situation where it
does not have sufficient net assets to maintain its registered share capital
and where a Finance Party would (but for this Clause 9) be entitled and is
seeking to enforce the security granted hereunder realise any and all of its
assets that are shown in the balance sheet with a book value (Buchwert) which is significantly lower than the realisable
market value of such assets and to the extent such assets are not necessary for
the Transferor’s business or operations (nicht betriebsnotwendig).


 


8.7              The limitations set out
in this Clause 9 shall not apply to security granted by the Transferor in
relation to any amounts borrowed under the Facility Agreement to the extent the
proceeds of such borrowing are on-lent to it or any of its subsidiaries from
time to time and have not been repaid at the time of the security granted
hereunder.


 


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


 


9.                RELEASE


 


9.1              Upon (a) the Secured
Obligations being discharged in full and none of the secured parties being
under any further actual or contingent obligation to make advances or provide
other financial accommodation to the security providers or any other person
under any of the Finance Documents, or (b) the Transferor ceasing to be both a
Borrower and a Guarantor subject to, and in accordance with, the Facility
Agreement, the Security Agent shall, at the 


 


8

















 


request of the
Transferor release and cancel the Security of the Transferor and procure the
retransfer to the Transferor of the collateral transferred to the Security
Agent pursuant to this Agreement. The cost of such release shall be borne in
accordance with the terms of the Facility Agreement.


 


9.2              In connection with (a)
any Permitted Disposal of any property that is subject to a Security, (b) any
sale or other disposition of any property otherwise permitted by the Facility
Agreement that is subject to a Security, (c) any sale or other disposition of
any property that is subject to a Security where the Facility Agent or the
Security Agent has consented to the disposal pursuant to the Facility
Agreement, (d) any sale or any other disposition of any property pursuant to a
merger, consolidation, reorganisation, winding-up, securitisation, Take-Out
Financing or sale and leaseback permitted by the Facility Agreement to the
extent necessary to ensure such merger, consolidation, reorganisation,
winding-up, securitisation, Take-Out Financing or sale and leaseback take
place, or (e) the creation of any Encumbrance permitted by paragraph (x) of the
definition of Permitted Encumbrance, the Security Agent shall, at the request
and cost of Hertz International, Ltd, release and cancel the security of the
Transferor and procure the retransfer to the Transferor of the property and
assets transferred to the Security Agent pursuant to this Agreement, provided
that, to the extent that the disposal of such property is a Permitted Disposal
or a sale or disposition otherwise permitted by the Facility Agreement, the
property shall be declared to be automatically released from the Security with
effect from the day of such disposal and the Security Agent and the Facility
Agent shall each do all such acts which are reasonably requested by the Parent
in order to release such property.


 


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


 


9.4              The Transferor and the
Security Agent agree that for the purpose of determining the realisable value of
the Collateral the following valuation procedures shall apply: The realisable
value of the Collateral purchased by the Transferor shall be established on the
basis of the purchase price. If, however, the actual market value at the time
of evaluation is lower, this lower present market value shall apply instead.
This value shall then be reduced by the value of the Collateral to which third
parties have superior rights (e.g. a retention of title, a security transfer
for security purposes, a lien). The amount of reduction is, however, limited to
the amount of the third parties’ secured claims.


 


In case the Collateral forms
part of the Transferor’s current assets (Umlaufvermögen)
the value determined in accordance with the aforementioned valuation procedures
shall be reduced by 30 per cent. due to any possible deficiencies in
realisation proceeds (e.g. in case of a forced sale or outdated Collateral). In
case the Collateral forms part of the Transferor’s fixed assets (Anlagevermögen) the value determined in accordance with the
aforementioned 


 


9

















 


valuation procedures shall be
reduced by 50 per cent. due to any possible deficiencies in realisation
proceeds (e.g. in case of a forced sale or outdated Collateral).


 


9.5              In case the realisable
value of the Total Security has decreased below the total amount of the Secured
Obligations (or would decrease below this amount immediately upon a drawdown
permitted under the Facility Agreement) and provided the Transferor has exercised
its right for release of security, the Transferor has, upon receipt of a
notification by the Security Agent, to grant (or procure to be granted)
additional security to the Security Agent without undue delay, however, at the
latest within ten days to the extent that the ratio of the thereby increased
Security in relation to the Secured Obligations remains 110 to 100 at all
times.


 


9.6              The Transferor and the
Security Agent may agree on a different value or valuation procedures in
respect of the total value of the Collateral and the expected value to be
realised in the event of a realisation of the Collateral provided that the
agreed values or valuation procedures have proven to have materially increased
or materially decreased as a result of any change of circumstance.


 


10.             NOTIFICATIONS


 


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


 


	
  1.

  	
  In the case of the Security
  Agent, to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP Paribas - Titrisation

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  3,
  Rue d’Antin

  
	
   

  	
   

  	
  F-75002
  Paris

  
	
   

  	
  Fax
  number:

  	
  +33(1) 42 98 6919

  
	
   

  	
  Attention:

  	
  Ms. Violaine
  Delaunay

  
	
   

  	
   

  
	
  2.

  	
  in the case of the
  Transferor, to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Ginnheimer
  Straße 4

  
	
   

  	
   

  	
  D-65760
  Eschborn

  
	
   

  	
  Fax
  number:

  	
  +49(0) 6169 937 146

  
	
   

  	
  Attention:

  	
  Mr.
  Remigius Keijzer

  
	
   

  	
   

  	
  Mr.
  Floris van Kolfschoten,

  
				



 


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


 


10

















 


11.             MISCELLANEOUS


 


11.1            Conflict between this Agreement and the Facility Agreement


 


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


 


11.2            Costs and Fees


 


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


 


11.3            Waivers


 


No failure to exercise, nor any
delay in exercising, on the part of the Security Agent, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof
or the exercise of any other right or remedy. Any statutory legal remedies
shall not be limited or excluded by the Finance Documents.


 


11.4            Amendments


 


Any changes, amendments and
waivers of any provision of this Agreement, including this clause 11.4, require
written form in order to become valid. No oral supplements to this Agreement
have been made.


 


11.5            Partial Invalidity


 


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


 


11.6            Choice of Law


 


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


 


11.7            Place of Jurisdiction


 


Any legal action or proceedings
arising out of or in connection with this Agreement shall be brought in the
district court (Landgericht) in Frankfurt/Main.
The foregoing shall, however, 


 


11

















 


not limit the right of the
Security Agent to bring any legal action against the Transferor in any other
court of competent jurisdiction.


 


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SIGNATORIES


 


Transferor


 


HERTZ
AUTOVERMIETUNG GMBH


 


	
  By:

  	
   

  	
  /s/ Nuns
  Moodliar

  	
   

  
	
   

  	
  Name: Nuns
  Moodliar

  	
   

  
	
   

  	
  Title: Authorized
  Signatory

  	
   

  



 


 


Security
Agent


 


BNP
PARIBAS


 


	
  By:

  	
  /s/ Nadejda
  Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA
  KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
				



 


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