Exhibit 4.5.30


 


 


GLOBAL
ASSIGNMENT AGREEMENT


 


 


between


 


HERTZ AUTOVERMIETUNG
GMBH


 


as Assignor


 


and


 


BNP PARIBAS


 


as Security Agent


 


 


NÖRR STIEFENHOFER
LUTZ


 


RECHTSANWÄLTE
STEUERBERATER WIRTSCHAFTSPRÜFER PARTNERSCHAFT


 


BERLIN  DRESDEN  DÜSSELDORF  FRANKFURT/MAIN  MUNICH


BRATISLAVA  BUCHAREST  BUDAPEST  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.

  	
  ASSIGNMENT
  FOR SECURITY PURPOSES (SICHERUNGSABTRETUNG)

  	
  2

  
	
  3.

  	
  SECURED
  OBLIGATIONS

  	
  4

  
	
  4.

  	
  NOTIFICATION
  OF THE ASSIGNMENT

  	
  4

  
	
  5.

  	
  COLLECTION
  OF ASSIGNED RECEIVABLES

  	
  5

  
	
  6.

  	
  REPRESENTATIONS
  OF THE ASSIGNOR

  	
  5

  
	
  7.

  	
  UNDERTAKINGS

  	
  5

  
	
  8.

  	
  SALE OF
  ASSIGNED RECEIVABLES

  	
  7

  
	
  9.

  	
  OTHER RIGHTS
  OF THE FINANCE PARTIES

  	
  8

  
	
  10.

  	
  REALISATION
  OF ASSIGNED RECEIVABLES

  	
  8

  
	
  11.

  	
  LIMITATION
  LANGUAGE

  	
  8

  
	
  12.

  	
  RELEASE

  	
  10

  
	
  13.

  	
  NOTIFICATIONS

  	
  12

  
	
  14.

  	
  MISCELLANEOUS

  	
  12

  
	
  SIGNATORIES

  	
  14

  
	
  SCHEDULE 1

  	
  INSURANCES

  	
  15

  
	
  SCHEDULE 2

  	
  CONTRACT
  RECEIVABLES

  	
  16

  
	
  SCHEDULE 3

  	
  NOTIFICATION
  TO INSURANCE COMPANIES

  	
  17

  
	
  SCHEDULE 4

  	
  NOTIFICATION
  OF THE ASSIGNED RECEIVABLES

  	
  19

  
	
  SCHEDULE 5

  	
  NOTIFICATION
  OF VAT RECEIVABLES

  	
  22

  
				



 


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THIS SECURITY ASSIGNMENT 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 Assignor); 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 party according to paragraph (2) is
referred to as the Assignee. The
Assignor, the Assignee and the Security Agent are collectively referred to as
the Parties and each a Party.
The expressions “Assignor”,
“Assignee” and “Security Agent” shall, where the context
permits, include all of their respective successors and assigns under the
Finance Documents (as defined below).


 


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 Assignor 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 Assignor 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 Assignor 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 Assignor may


 


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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.


 


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 23.17 (a)
of the Facility Agreement.


 


Third Party Debtor shall mean
any person or company being the debtor of an Assigned Receivable (as defined
below) owed to the Assignor.


 


2.                ASSIGNMENT FOR SECURITY
PURPOSES (SICHERUNGSABTRETUNG)


 


2.1              The Assignor hereby assigns to the Assignee its present and future
rights and claims


 


(i)               under car rental contracts with Third Party Debtors (the Car Rental Receivables);


 


(ii)              to which the Assignor is entitled in respect of all of its present
and future insurances, in particular the insurances listed in SCHEDULE 1
(Insurances) (the Insurance Proceeds);


 


(iii)             under Vehicle Dealer
Buy-Back Agreements (the Vehicle Dealer Buy-Back Rights);


 


(iv)             under Vehicle
Manufacturer Buy-Back Agreements (the Vehicle Manufacturer
Buy-Back Rights);


 


(v)              under Vehicle Dealer
Buy-Back Guarantees (the Vehicle Dealer Guarantee Rights);
and


 


(vi)             under Vehicle
Manufacturer Guarantees (the Vehicle Manufacturer
Guarantee Rights).


 


2.2              In addition, the Assignor hereby assigns to the Assignee its present
and future


 


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(i)               Vehicle Dealer Receivables;


 


(ii)              Vehicle Manufacturer
Receivables;


 


(iii)             claims to German VAT
refunds (Vorsteuerüberschüsse/Rotbeträge) to
which the Assignor may from time to time be entitled against German tax
authorities (the VAT Receivables); and


 


(iv)             receivables against debtors under the contracts from the provision
of services and the delivering of goods (Lieferung und Leistung)
including, but not limited to, the receivables listed on a CD-Rom which is
enclosed as SCHEDULE 2 and intercompany loans provided by the Assignor to its
parent or its sister companies (the Contract Receivables),


 


(the
Car Rental Receivables, the Insurance Proceeds, the Vehicle Dealer Buy-Back
Rights, the Vehicle Manufacturer Buy-Back Rights, the Vehicle Dealer Guarantee
Rights, the Vehicle Manufacturer Guarantee Rights, the Vehicle Dealer
Receivables, the Vehicle Manufacturer Receivables, the VAT Receivables and the
Contract Receivables together the Assigned Receivables).


 


2.3              Together with the Assigned Receivables all security interests,
collateral and any ancillary rights pertaining thereto, as well as all rights
resulting from the underlying agreements including the Assignor’s rights to
demand repossession against the direct possessor are assigned and transferred
to the Assignee.


 


2.4              The existing Assigned Receivables shall pass over to the Assignee on
execution of this Agreement, and any future Assigned Receivables shall pass
over to the Assignee at the date such Assigned Receivables arise.


 


2.5              If payments are made by cheque (Scheck) or
bill of exchange (Wechsel), the ownership in such
documents shall pass to the Assignee upon the Assignor acquiring such ownership.
Physical delivery of cheques and bills of exchange to the Assignee is herewith
replaced by an undertaking of the Assignor to hold such cheques and bills of
exchange in safe custody (Verwahrung) for
the Assignee at no cost (Vereinbarung eines Besitzmittlungsverhältnisses)
or, if the Assignor does not obtain actual possession of such documents, the Assignor
hereby assigns to the Assignee in advance all of its claims for physical
delivery thereof against third parties (Abtretung des
Herausgabeanspruchs). The Assignor shall endorse any such cheques (Schecks) and bills of exchange (Wechsel),
and shall deliver them to the Assignee upon its request following the
occurrence of the Enforcement Event. The Assignor shall be entitled to cash cheques
for crediting to an account of the Assignor which is pledged in favour of the
Finance Parties by the Assignor


 


2.6              The Assignee hereby accepts the assignments constituted hereunder.


 


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3.                SECURED OBLIGATIONS


 


The security assignment 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.                NOTIFICATION OF THE ASSIGNMENT


 


4.1              In respect of Insurance Proceeds, the Assignor undertakes to notify
the relevant insurance company without undue delay after signing of this
Agreement substantially in the form as set out in SCHEDULE 3 (Notification to
Insurance Companies) of the security assignment hereunder.


 


4.2              The Assignor hereby undertakes to notify each Third Party Debtor in
respect of the Assigned Receivables (other than the Insurance Proceeds and the
VAT Receivables) without undue delay after signing of this Agreement if such
notification would, in the reasonable opinion of the Assignor, not materially
impede or prejudice the normal operations of the business of the Assignor.


 


4.3              The Assignor shall provide the Assignee with 10 blank copies of the
notification to Third Party Debtors substantially in the form as set out in
SCHEDULE 4 (Notification of the Assigned Receivables), notifying the Third
Party Debtors in respect of the Assigned Receivables that the Assignor is no
longer authorised to collect the Assigned Receivables without undue delay, but
not later than ten (20) Business Days after the signing of this Agreement of
which the Assignee may produce copies.


 


4.4              The Assignor is hereby irrevocably authorises the Assignee to notify
the Third Party Debtors of the assignment hereunder by using the signed copies
received pursuant to Clause 4.3 above upon the occurrence of an Enforcement
Event. Further, the Assignee undertakes to notify the Assignor prior to any of
such use of the blank notifications. The costs of the notification of any third
party debtors and of the Assignor shall be borne by the Assignor.


 


4.5              The VAT Receivables shall be assigned and notified in the form
requested by the German tax authorities as set out in SCHEDULE 5 (Notification
of VAT Receivables) on a monthly basis.


 


4

















 


5.                COLLECTION OF ASSIGNED
RECEIVABLES


 


5.1              Unless the Assignee gives notice to the contrary, the Assignor is
authorised to collect the Assigned Receivables in the ordinary course of
business.


 


5.2              The Assignee is entitled following the occurrence of an Enforcement Event
to revoke the above authorisation as well as to collect the Assigned
Receivables. The Assignee will exercise its rights only to the extent necessary
to satisfy the Secured Obligations.


 


5.3              Upon revocation of the authorisation of the Assignor by the
Assignee, the Assignee is entitled to demand delivery of all documentation in
relation to the Assigned Receivables.


 


6.                REPRESENTATIONS OF THE ASSIGNOR


 


The Assignor hereby
represents to the Assignee that:


 


(a)              save for security or encumbrance permitted
under the Finance Documents, it has not otherwise assigned any of the Assigned
Receivables and no third party has any right, claim, title, interest, pledge,
lien or other encumbrance or charge whatsoever in or to the Assigned
Receivables other than Permitted Encumbrances;


 


(b)              subject to rights of set-off which
may exist now or from time to time, it is the sole holder of the Assigned
Receivables and has the full power to assign the Assigned Receivables;


 


(c)              the Assigned Receivables are freely
transferable and assignable; and


 


(d)              it has not granted any mandate to collect any of the Assigned Receivables,
other than pursuant to this Agreement.


 


7.                UNDERTAKINGS


 


The Assignor undertakes towards the Assignee
as follows:


 


7.1              Principal
Undertakings


 


(a)              to pay all its present and future receivables duly and promptly in
an account pledged to the benefit of the Finance Parties and to procure that
any and all Third Party Debtors are instructed or will be obliged to make
payments of receivables only to an account pledged to the benefit of the
Finance Parties;


 


(b)              to notify the Assignee without undue delay of any event or
circumstance which might adversely affect the validity or enforceability of the
security or cause an Event of Default to occur;


 


5

















 


(c)              to execute without undue delay all documents and do all actions as
the Assignee may require to perfect and protect the security created by a
security assignment or to facilitate the enforcement or realisation of the
security created by such assignment;


 


(d)              except as permitted under the
Finance Documents, not to sell, transfer or otherwise dispose of any of the
Assigned Receivables other than pursuant to and in accordance with this
Agreement; this does not, however, prohibit waivers and deferrals of the
Assigned Receivables;


 


(e)              not to encumber, create or agree to
create, or permit to subsist, any encumbrance, other security interest or third
party right in or over any of the Assigned Receivables, except for the security
and encumbrances permitted under the Finance Documents;


 


(f)               except as permitted under the
Finance Documents, not to do or cause or permit to be
done anything else which will, or could be reasonably expected to, materially
adversely affect the security or the rights of the Assignee under this
Agreement or which in any way materially depreciates, jeopardises or otherwise
prejudices the security created under this Agreement; and


 


(g)              to ensure that all rights granted to the Assignee are prior in
ranking to any rights of third parties.


 


7.2              List
of Assigned Receivables


 


(a)              The Assignor shall submit to the Assignee all information, lists and
reports which the Assignee considers to be necessary in order to evaluate the
Assigned Receivables. The Assignor shall submit a list of the Assigned Receivables
to the Assignee after the execution of this Agreement on the fifteenth day of
each calendar quarter, in relation to the end of the preceding quarter and at
any time upon request of the Assignee. All lists to be submitted to the
Assignee shall contain at least a list of the Assigned Receivables owed to the
Assignor, the name and address of the relevant Third Party Debtor, amounts due
and payment intervals as well as any information to counterclaims of Third
Party Debtors.


 


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


 


(c)              The lists referred to in Clause 7.2 (a) shall serve for the purpose
of notification only. This means that the Assigned Receivables transferred pursuant
to Clause 2 (Assignment for Security Purposes (Sicherungsabtretung))
of this Agreement shall be fully owned by the Assignee even if the Assigned
Receivables are not or only partially listed in the lists submitted to the
Assignee.


 


6

















 


7.3              Reporting
Obligations


 


In the event that the Assignee’s entitlement
to the transferred Assigned Receivables is impaired or jeopardised by
attachment (Pfändung), transfer order (Überweisung) or otherwise the Assignor shall immediately
notify the Assignee thereof. In case of an attachment the Assignor shall
deliver to the Assignee a copy of 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 Assignee’s security interest.


 


7.4              Right
of Inspection


 


(a)              The Assignee has the right to inspect or have inspected by
authorised personnel (provided such person is subject to a confidentiality
undertaking) the Assignor’s documents in order to evaluate and enforce the
Assigned Receivables, however, as long as no right of realisation exists only
upon reasonable advance notification and during normal business hours.


 


(b)              Upon the occurrence of an Enforcement Event and to the extent that
the Assigned Receivables have been recorded in electronic data processing
systems (EDP), the Assignor shall allow the
Assignee, upon its 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 Assignor 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.


 


(c)              The obligations of the Assignor to provide information in relation
to the Assigned Receivables pursuant to the terms of this Agreement shall not
require the Assignor to do any act or thing in violation of the Federal Data
Protection Act (Bundesdatenschutzgesetz).


 


8.                SALE OF ASSIGNED RECEIVABLES


 


Except as permitted by the Facility Agreement,
the sale and transfer of Assigned Receivables pursuant to (i) a any genuine or
non-genuine factoring agreement (echtes oder unechtes
Factoring), (ii) in the course of an asset backed securities
programme or (iii) pursuant to similar agreements purporting to transfer title
to Assigned Receivables to third parties in exchange for loan advances,
purchase prices or any other payments requires the prior written consent of the
Assignee.


 


7

















 


9.                OTHER RIGHTS OF THE FINANCE
PARTIES


 


9.1              If the Assignor’s bookkeeping and/or data processing is executed by
a third party the Assignee is hereby authorised to claim delivery of the lists
directly from the third party on its own behalf and at the Assignor’s expense
upon the occurrence of an Enforcement Event.


 


9.2              If, and to the extent, documents required for the evaluation or
realisation of the Assigned Receivables have been delivered by the Assignor to
a third party (especially to an accountant or tax advisor) the Assignor hereby
assigns to the Assignee its claims against such third party for providing
information and for delivering such documents and hereby instruct the third
party to provide the Assignee with such information and documents required to
evaluate and realise the Assigned Receivables.


 


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


 


9.4              The Assignee hereby accepts such assignments.


 


10.             REALISATION OF ASSIGNED
RECEIVABLES


 


10.1            Following the occurrence of an Enforcement Event and notwithstanding
the provisions in Clauses 4 (Notification of the Assignment) and 5 (Collection
of Assigned Receivables) of this Agreement the Assignee is entitled to revoke
the right of disposal, to request delivery of any collateral, to realise the
Assigned Receivables and enforce all other rights arising from this Agreement.


 


10.2            In the event of a realisation the Assignor shall immediately submit
to the Assignee all documents relating to the Assigned Receivables (and other
documents required).


 


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


 


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


 


11.             LIMITATION LANGUAGE


 


11.1            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 Assignor or any such


 


8

















 


shareholder’s
affiliated company (verbundenes Unternehmen)
within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (other than the Assignor’s subsidiaries), at
all times be limited to an amount equal to the Assignor’s net assets (as
defined in Clause 11.2).


 


11.2            For the purposes of this Clause 11 (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 Assignor’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
Assignor.; and


 


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


 


11.3            For the purpose of the calculation of the enforceable amount, the
Assignor 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 Assignor, 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.


 


11.4            If the Assignor fails to deliver a copy of its balance sheet in
accordance with Clause 11.3, 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 Assignor 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 Assignor’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 Assignor does not have
sufficient net assets, as determined in accordance with a balance sheet drawn
up as foreseen under Clause 11.3, to maintain its registered share capital (Stammkapital).


 


11.5            For the purposes of the calculation of the enforceable amount
specified in Clause 11.3 and the amount to be released specified in Clause
11.4, the following balance sheet items shall be adjusted as follows:


 


(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; and


 


9

















 


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


 


11.6            Furthermore, if and to the extent legally permissible the Assignor
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 11) 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 Assignor’s business or operations (nicht betriebsnotwendig).


 


11.7            The limitations set out in this Clause 11 shall not apply to
security granted by the Assignor 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.


 


11.8            The security granted hereunder shall further not be enforced to the
extent that the Assignor 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 Assignor. The Security Agent shall be obliged to retransfer proceeds
from such enforcement to the extent that the Assignor 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
Assignor 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.


 


12.             RELEASE


 


12.1            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
Assignor ceasing to be both a Borrower and a Guarantor subject to, and in
accordance with, the Facility Agreement, the Security Agent shall, at the request
of the Assignor release and cancel the Security of the Assignor and procure the
reassignment to the Assignor of the collateral assigned 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.


 


10

















 


12.2            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 Assignor and procure the reassignment to the Assignor of
the property and assets assigned 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 Hertz International, Ltd in order to release such property.


 


12.3            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 Assignee shall on demand of the Assignor release such
part of the Total Security (Sicherheitenfreigabe)
as the Assignee may in its reasonable discretion determine so as to reduce the
realisable value of the Total Security to the Limit.


 


12.4            The Assignor and the Assignee agree that for the purpose of
determining the realisable value of the Assigned Receivables the following
valuation procedures shall apply: the realisable value of the Assigned
Receivables shall be established on the basis of the nominal value of the Assigned
Receivables as indicated in the schedules to this Agreement reduced by 20 per
cent.


 


12.5            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 Assignor has exercised its right for release of security, the
Assignor has, upon receipt of a notification by the Assignee, to grant (or
procure to be granted) additional security to the Assignee 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.


 


12.6            The Assignor and the Assignee may agree on a different value or
valuation procedures in respect of the total value of the Assigned Receivables
and the expected value to be realised in the event of a realisation of the
Assigned Receivables 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.


 


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13.             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:


 


	
  (a)

  	
   

  	
  In the case of the Assignee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNP Paribas - Titrisation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  3, Rue d’Antin

  
	
   

  	
   

  	
   

  	
  F-75002 Paris

  
	
   

  	
   

  	
  Fax number:

  	
  +33(1) 42 98 6919

  
	
   

  	
   

  	
  Attention:

  	
  Ms. Violaine Delaunay

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  in the case of the Assignor, 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 Pledgor
shall be notified to the Pledgees without undue delay.


 


14.             MISCELLANEOUS


 


14.1            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.


 


14.2            Costs
and Fees


 


The Assignor 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


 


14.3            Waivers


 


No failure to exercise, nor any delay in
exercising, on the part of the Assignee, any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of


 


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any right or remedy prevent any further or
other exercise thereof or the exercise of any other right or remedy.


 


14.4            Amendments


 


Any changes, amendments and waivers of any
provision of this Agreement, including this Clause 14.4, require written form in
order to become valid. No oral supplements to this Agreement have been made.


 


14.5            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).


 


14.6            Choice
of Law


 


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


 


14.7            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, not limit the right of the Pledgees to bring any
legal action against the Assignor in any other court of competent jurisdiction.


 


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SIGNATORIES


 


	
  Assignor

  	
   

  
	
   

  	
   

  
	
  HERTZ AUTOVERMIETUNG GMBH

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nuns Moodliar

  	
   

  
	
   

  	
  Name: Nuns Moodliar

  	
   

  
	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assignee

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP PARIBAS

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Nadejda Kysel

  	
   

  
	
   

  	
  Name:

  	
  NADEJDA KYSEL

  
	
   

  	
  Title:

  	
  Proxy

  
						



 


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