Exhibit
4.5.33


 


 




 





SECURITY ASSIGNMENT OF RECEIVABLES




 





 


 


21 December 2005


 


 


BETWEEN


 


 


HERTZ
ITALIANA S.P.A.


as Assignor


 


 


And


 


 


BNP PARIBAS S.A.


as Security Agent


 


 






 


UGHI E NUNZIANTE


VIA XX SETTEMBRE 1


00187 ROMA


 






 

















 


EXECUTION COPY


 


CONTENTS


 


	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  pag. 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  ASSIGNMENT OF RECEIVABLES

  	
   

  	
  pag. 7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  EFFECT OF ASSIGNMENT

  	
   

  	
  pag. 7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  APPOPRIATION OF COLLECTED SUMS

  	
   

  	
  pag. 8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  ENFORCEMENT OF THE ASSIGNMENT OF RECEIVABLES

  	
   

  	
  pag. 8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  ADDITIONAL SECURITY

  	
   

  	
  pag. 9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  pag. 9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  ASSIGNOR’S UNDERTAKINGS

  	
   

  	
  pag. 10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  TERMINATION AND RELEASE

  	
   

  	
  pag. 11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  NOTICES

  	
   

  	
  pag. 12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  CONTINUATION OF THE ASSIGNMENT OF RECEIVABLES

  	
   

  	
  pag. 13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
  pag. 14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  SUCCESSORS AND ASSIGNEES

  	
   

  	
  pag. 15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  EXPENSES AND TAXES

  	
   

  	
  pag. 15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  APPLICABLE LAW – CHOICE OF FORUM

  	
   

  	
  pag. 15

  



 


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SECURITY ASSIGNMENT


 


BETWEEN


 


HERTZ
ITALIANA S.P.A., a joint stock company incorporated under Italian
law, having a corporate capital of € 1.635.000,00, with registered office in
Rome, Viale Leonardo da Vinci, 421, registered at the Register of Commerce and
Companies of Rome under number 00433120581, REA 225428, represented by Mr.
                                                                                    ,
duly empowered to execute the present agreement by virtue of special power of
attorney issued on 19 December 2005 (hereinafter the “Assignor”
or “Company”)


 


AND


 


BNP PARIBAS S.A., a bank
incorporated under French law, with its registered office in 16, boulevard des
Italiens, 75009 Paris, having a corporate capital of €
1 757 231 208, enrolled in
the Register of Commerce and Companies of Paris, under SIREN number 662 042 449, as Security Agent in the name and
on behalf of the Banks pursuant to the Intercreditor Deed (as defined in the
Facility Agreement referred to herebelow) represented
by                                                          ,
duly empowered as attorney to execute this
Agreement (hereinafter the “Security Agent” or the “Assignee”)


 


The Assignor and the Assignee are hereinafter each referred to as a “Party” and collectively referred to as the “Parties”.


 


WHEREAS


 


(A)          Pursuant to a senior bridge facilities agreement dated 21 December 2005
made, inter alia, among Hertz
International Ltd, the Original Borrowers (as defined in the Facility
Agreement), BNP Paribas, The Royal Bank of Scotland plc and Calyon (the “Facility Agreement”), the Banks will make
available a facility to the Assignor;


 


(B)          Under the terms of the Facility Agreement, the Assignor has undertaken,
inter alia, to assign by way of
security to the Assignee the Receivables (as defined below) which will arise
under the Vehicle Manufacturer Buy-Back Agreements (as defined herebelow), as
security for the Secured Liabilities.


 


IN
LIGHT OF THE FOREGOING, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


3

















 


1.         DEFINITIONS AND INTERPRETATION


 


1.1       For the purposes of this Agreement and without
prejudice to cases where the context allows for a different interpretation, the
terms and expressions hereinafter shall be interpreted as follows:


 


“Agreement” means this
security assignment of receivables;


 


“Assignment of Receivables” means the
assignment of receivables by way of security pursuant to this Agreement;


 


“Assigned Debtors” means the debtors listed in Schedule 1;


 


“Assignor’s Bank Account”
means the bank account opened in the name of the Assignor at BNP PARIBAS S.A.,
Milan Branch, account number [Account Number], [SWIFT Number];


 


“Bank” has the meaning ascribed to it in the
Facility Agreement;


 


“Borrower” has the meaning ascribed to it in
the Facility Agreement;


 


“Business Day” means a day (other than a Saturday
or a Sunday) on which banks are open for general business in London, Paris,
Rome and Milan which is also a TARGET Day;


 


“Buy-Back Agreements” means
the vehicle manufacturer buy-back agreements as defined in the Facility
Agreement and indicated in Schedule 1;


 


“Civil Code” means the
Italian Civil Code approved by the Italian Royal Decree n. 262, 16 March 1942,
as from time to time amended and supplemented;


 


“Encumbrance” has the
meaning given to that term in the Facility Agreement;


 


“Enforcement Event” means the occurrence
of an Event of Default which is continuing and has not been waived under the
Facility Agreement and which has resulted in the Security Agent serving notice
under clause 23.17(a) (Acceleration and Cancellation) of the Facility Agreement
in connection with the Secured Liabilities or any of them.


 


“Event of Default” has the
meaning ascribed to it in the Facility Agreement;


 


“Facility Agreement” has
the meaning ascribed to it in Recital A;


 


4

















 


“Finance Documents”
has the meaning ascribed to it in the Facility Agreement;


 


“Guarantor”
has the meaning ascribed to it in the Facility Agreement;


 


“Insolvency Law”
means the Italian Royal Decree No. 267 of 16th March, 1942, as from time to
time amended and supplemented;


 


“Intercreditor Deed”
has the meaning ascribed to it in the Facility Agreement;


 


“Legal Opinions”
has the meaning ascribed to it in the Facility Agreement;


 


“Parent” means Hertz International Ltd, a corporation incorporated under the laws
of the State of Delaware, having (as of the date hereof) its registered office
at 225 Brae Boulevard, Park Ridge, New Jersey, 07657;


 


“Permitted
Encumbrance” has the meaning ascribed to it in the Facility
Agreement;


 


“Piego Raccomandato” means a piego
raccomandato aperto, whereby a single page letter is folded three
times and stapled, so that the name and address appear in the top left hand
corner of the outside of the folded letter, stamped on the outside in the top
right hand corner directly opposite the address and sent by registered mail
with return receipt (raccomandata con ricevuta
di ritorno);


 


“Receivables” means all the outstanding and future
receivables and claims which may arise in favour of the Assignor under the
Buy-Back Agreements;


 


“Secured
Claims” means the claims (diritti
di credito) of the Secured Creditors in respect of the Secured
Liabilities;


 


“Secured Creditors”
means any of the Banks;


 


“Secured Liabilities” means:


 


(a)       all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Assignor to the Banks (or any of them) under
the Finance Documents (or any of them);


 


(b)       all present and future contingent obligations and liabilities of the
Company in case of claw-back (revocatoria)
or ineffectiveness (inefficacia),
pursuant to article 65 or article 67 of the Insolvency Law (or any other
provision of Italian law or any other applicable law), of any payment made by
the Company or any other person to discharge any of the


 


5

















 


obligations referred to above, which are excluded from
the contingent liabilities under letter (a) above.


 


“Secured
Period” means the period beginning on the
date hereof and ending on the first anniversary of the full and unconditional
discharge of the Secured Liabilities described under
paragraph (a) of the definition of Secured Liabilities,
provided that if in the meantime the Assignor or any third party who has made
payments discharging the Secured Liabilities described under
paragraph (a) of the definition of Secured Liabilities, on behalf of the Assignor is adjudicated bankrupt or submitted to
any insolvency proceedings which may trigger the applicability of article 65 or
article 67 of the Insolvency Law (or any similar provision under any applicable
law), such term shall be extended until no revocatory action can be exercised;


 


“Security Agent’s Bank Account” means the bank account opened in the name of the Security Agent,
which will be indicated in the notice set out under Schedule 3;


 


“Term”
has the meaning ascribed to
it in the Facility Agreement;


 


“Transfer
Certificate” has the meaning ascribed to it in the Facility
Agreement.


 


1.2          The recitals and the schedules to this Agreement are an essential
part thereof.


 


1.3          Terms not otherwise
defined herein shall have the same meaning ascribed to them in the Facility
Agreement.


 


1.4          The words and expressions
beginning with a capital letter, used either in the singular or in the plural
form, shall have, for the purposes of this Agreement, the meaning which they
have been attributed under the Facility Agreement, unless otherwise defined in
this Agreement.


 


1.5          References to a document shall mean such document,
as modified, replaced by novation or complemented.


 


1.6          If an amount paid by the Company or any person on
behalf of the Company or otherwise to discharge any of the Secured Liabilities
has been avoided or otherwise set aside on the liquidation or administration of
the Company or any such person or otherwise, then that amount shall not be
considered to have been irrevocably paid for the purposes of the Assignment of
Receivables.


 


6

















 


2.         ASSIGNMENT OF RECEIVABLES


 


2.1          By virtue of this Agreement, the Assignor assigns by way of security in favour of the Security Agent all the Receivables in order to
secure the Secured Liabilities.


 


2.2          If one or more of the Secured Liabilities is
declared invalid or unenforceable for whatever reason, or if the Assignment of
the Receivables cannot or can no longer secure, for whatever reason, one or
more of such liabilities, this shall not prejudice the validity and the
enforceability of the Assignment of the Receivables, which shall continue to
secure the full, unconditional and irrevocable performance of all other such
liabilities.


 


2.3       Where the Assignor, at anytime during the
Security Period, becomes party to a new contract which qualifies as a Buy-Back
Agreement attributing to him new receivables which are outside the scope of
this Agreement, the Assignor shall immediately inform the Security Agent and
shall enter into a new agreement to assign in favour of the Assignee such new
receivables. Such obligation shall exist only where both of the conditions
below are met:


 


(i)        the
receivables arising from the above mentioned contracts can be legally assigned
to the Assignee as security for the payment and repayment of the Secured
Liabilities; and


 


(ii)       either where (a) these receivables derive from
additional contracts which are entered into as substitution for one or more
contracts from which the Receivables arise; or where (b) the contracts to which
the new receivables relate qualify as a Vehicle Dealer Buy-Back Agreement or a
Vehicle Manufacturer Buy-Back Agreement (both as defined in the Facility
Agreement).


 


2.4       It is agreed that, for the purposes of this
Assignment of Receivables, the receivables arising from the contracts pursuant
to this section shall be treated as assigned receivables from the execution of
this Agreement.


 


3.            EFFECT OF ASSIGNMENT


 


3.1          Pursuant to the terms of this
Agreement, all Receivables shall be assigned by way of security to the Assignee
upon the execution of this Agreement.


 


3.2          To the extent transferable, the Assignment of
Receivables pursuant to this Agreement shall also transfer to the Assignee all
the security interests granted to the Assignor (garanzie reali) securing the Receivables, and all rights,
liens, personal guarantees, and other ancillary rights (diritti, privilegi garanzie di natura personale e
altri diritti accessori) of whatever nature granted to the Assignor,
attached thereto (if any).


 


7

















 


3.3          Save as permitted by the relevant provisions of
the Facility Agreement, upon the execution of this Agreement, the Assignor
shall not modify the rights of the Assignee in respect of the Receivables
without the Assignee’s written approval, in particular modifying or limiting
the object or the rights arising from the Receivables vis-à-vis the Assigned Debtors.


 


4.            APPROPRIATION OF COLLECTED SUMS


 


4.1          The Parties hereby agree that,
promptly after the execution of this Agreement, the Assignor shall notify,
pursuant to Article 1264 of the Civil Code, to the Assigned Debtors and to the
guarantor of the Assigned Debtor, if any, the Assignment of Receivables by
means of Piego Raccomandato using
the form contained in Schedule 2 to this Agreement and in the appropriate
language according to the contracts from which the Receivables arise. The
Assignor shall immediately inform the Assignee of the occurred notification and
deliver to the Security Agent, as soon as reasonably possible and in any case
no lather than 15 (fifteen) Business Days after the execution of this
Agreement, evidence that the notice has been served.


 


4.2          Notwithstanding the Assignment of
Receivables and until an Enforcement Event has occurred:


 


(i)            the Assigned Debtors shall make
the payments relating to the assigned Receivables to the Assignor’s Bank
Account; and


 


(ii)           the Assignor shall be entitled to use the
proceeds of the Receivables credited to the Assignor’s Bank Account.


 


4.3          It is hereby agreed that all the
sums collected following proceedings against an Assigned Debtor, or following a
settlement with an Assigned Debtor, shall be credited to the Assignor’s Bank
Account or such other account as may be agreed between the parties.


 


5.            ENFORCEMENT OF THE
ASSIGNMENT OF RECEIVABLES


 


5.1          Should an Enforcement Event have occurred, the
Assignee will be entitled to enforce the Assignment of Receivables.


 


5.2          Upon the occurrence of an Enforcement Event
under the Facility Agreement, the Security Agent shall serve a notice by means
of Piego Raccomandato of this
Assignment of Receivables to each Assigned Debtor using the form contained in
Schedule 3, giving instructions to each Assigned Debtor to pay the Receivables
directly into the Security Agent’s Bank Account.


 


8

















 


5.3          Any and all sums collected as a result of the
enforcement shall be applied as specified in the Intercreditor Deed. In the
event the Assignor receives a payment from an Assigned Debtor, the Assignor
shall, without delay, remit all such sums to the Assignee.


 


5.4          All the sums recovered by the Security Agent
exceeding the amount of the Secured Liabilities, if any, shall be immediately
transferred to the Assignor.


 


6.            ADDITIONAL SECURITY


 


6.1          The
security created under this Agreement is in addition to and is not in any way
prejudiced by any other security now or subsequently held by the Security Agent,
or any other rights of the Banks in relation to, any of the Secured
Liabilities. The Security Agent’s rights under this Agreement are in addition
to and not exclusive of those provided by law.


 


7.            REPRESENTATIONS AND WARRANTIES


 


7.1          In addition to and without
prejudice to what is guaranteed by the Assignor in the Facility Agreement, the
Assignor hereby represents and warrants to the Security Agent that as of the
date of execution of this Agreement:


 


(i)            he is the exclusive and full
owner of the Receivables and has full power and authority to validly assign the
Receivables;


 


(ii)           the Receivables validly exist,
are free and clear from any Encumbrance other than any Permitted Encumbrance;


 


(iii)          the Company has full corporate
power and authority to assign the Receivables in favour of the Secured
Creditors, the Assignment of Receivables falls within the corporate purpose of
the Company and all the authorisations necessary or advisable in connection
with the Assignment of Receivables have been obtained, subject to any
reservations made in the Legal Opinions;


 


(iv)          no claims or proceedings are
pending or, to the knowledge of the Company, threatened before any court or
arbitration panel, in Italy or abroad, which may materially adversely affect
the Receivables;


 


(v)           the Assignment of Receivables and
the provisions contained in this Agreement are not in conflict with any other
agreement or undertaking to which the Company is a party or any provision of
law, regulation or corporate documents binding on the Company.


 


9

















 


7.2          All representations and warranties of the
Assignor under this Clause shall be deemed to be repeated by the Assignor on
the first day of each Term, each date on which an advance is or is to be made
to the Company.


 


8.            ASSIGNOR’S UNDERTAKINGS


 


8.1          The Assignor shall:


 


(i)           not take any action which may
prejudice, directly or indirectly, the validity and/or the effectiveness of the
rights transferred under this Agreement or the right of the Assignee to exercise
such rights;


 


(ii)          take any necessary action in
order to protect the security rights and the other rights to which the Assignee
is entitled pursuant to this Agreement against any third party’s claim, it
being understood that the relevant expenses shall be borne in accordance with
the Facility Agreement;


 


(iii)          execute and deliver all documents
and deeds, and take all actions which the Security Agent may duly and
reasonably request, including delivery of the documents evidencing the
Receivables, in order to (i) ensure full effectiveness of the Assignment, its
enforceability in respect of third parties and the possibility to accept it as
evidence, and/or (ii) enable the Assignee to exercise the rights and remedies
to which he is entitled pursuant to this Agreement the Facility Agreement and
all other agreements in connection with the Secured Liabilities; it being
understood that the relevant expenses shall be borne in accordance with the
Facility Agreement;


 


(iv)          not transfer and/or create or
permit the creation of Encumbrances over the Receivables, with the exception of
those rights arising from binding provisions of law or created in favour of the
Assignee in order to guarantee the Secured Liabilities or any Permitted
Encumbrance;


 


(v)           except as expressly allowed in
the Facility Agreement or the Intercreditor Deed, the Assignor shall not sell,
transfer, licence, lease or otherwise dispose of any of its rights under or in
respect to the Vehicle Manufacturer Buy-Back Agreements; and


 


(vi)          provide that all the proceeds
obtained from the sale of any vehicles object to the Buy-Back Agreements be
credited to the Assignor’s Bank Account.


 


10

















 


9.            TERMINATION AND
RELEASE


 


9.1          The
Parties agree that this Agreement will be fully effective until the end of the
Security Period.


 


9.2          Notwithstanding anything to the contrary
contained in the Finance Documents, the Security Agent shall release, at the
request and at the cost and expense of the Parent, the Assignment of Receivables,
upon occurrence of any of the following events:


 


(a)           the Secured Liabilities being discharged in full and none of the Secured
Creditors being under any further actual or contingent obligation to make
advances or provide other financial accommodation to the Company or any other
person under any of the Finance Documents, or


 


(b)           the Company ceasing to be both a Borrower and a Guarantor subject to,
and in accordance with, the Facility Agreement, or


 


(c)           in compliance with point 10.2 of Schedule 20 of the Facility Agreement,
in connection with (a) any Permitted Disposal (as defined in the Facility
Agreement) of the Receivables, (b) any sale or other disposition of the
Receivables otherwise permitted by the Facility Agreement or the Intercreditor
Deed, (c) any sale or other disposition of the Receivables where the Security
Agent has consented to the disposal pursuant to the Facility Agreement or the
Intercreditor Deed, Take-Out Financing (as defined in the Facility Agreement)
(d) any sale or any other disposition of the Receivables pursuant to a merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing
or sale and leaseback permitted by the Facility Agreement or the Intercreditor
Deed 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 in the Facility
Agreement and the Security Agent shall procure the reassignment to the Company
of the assets assigned to the Security Agent pursuant to the Facility Agreement
or the Intercreditor Deed, provided that, to the extent that the disposal of
the Receivables is a Permitted Disposal or a sale or disposition otherwise
permitted by the Facility Agreement or the Intercreditor Deed, the Receivables
shall be declared to be automatically released from the Assignment of
Receivables, with effect from the day of such disposal and the Security Agent
shall each do all such acts which are reasonably requested by the Parent in
order to release the Receivables.


 


11

















 


9.4          Notwithstanding
anything to the contrary contained in the Finance Documents, in the event the
Secured Liabilities described under paragraph (a) of the definition of Secured
Liabilities are fully discharged, the Security Agent shall as soon as possible,
at the request and cost of the Parent, release and cancel this Assignment of
Receivables, upon delivery to the Security Agent by the Company of the
following documents:


 


(i)            copies of the last annual
accounts duly approved by the Company, which evidence the integrity of the
corporate capital and the absence of any losses at the end of the relevant
financial year;


 


(ii)           certificate from the
Companies Registry concerning the Company issued from less than two weeks prior
to the date on which the conditions under this clause 9.4 are met, evidencing
that the Company is not subject to any insolvency procedure (procedura concorsuale); and


 


 (iii)         certificate
issued by the Tribunal of the place in which the Company has its registered
office, evidencing that no attachment procedure for an aggregate amount higher
than Euro 1,000,000 (one million) is pending against any of the properties of
the Company;


 


unless the Security Agent provides the Parent with documentary evidence
that the Company is insolvent within 15 (fifteen) Business Days from the Parent’s
request of release. Upon request of the Security Agent, the Company shall
promptly deliver to the Security Agent all reasonable documents concerning its
financial situation and pending litigations.


 


10.          NOTICES


 


10.1        Unless differently agreed by the
Parties, all notices and other communications made to the parties pursuant to
this Agreement or other document related to the latter shall be made in writing
and sent to the interested Party by fax or letter, to the address indicated
below or to any other address which will be communicated by either Party in
writing to the other at a later date, pursuant to the present section. Notices
shall be effective from the date on which they are received.


 


	
  If sent to the Assignor:

  	
   

  	
  If sent to the Assignee

  
	
  Hertz Italiana
  S.p.A.

  	
   

  	
  BNP Paribas

  
	
  Viale Leonardo
  da Vinci 421

  	
   

  	
  3 Rue d’Antin

  
	
  00145 Rome

  	
   

  	
  To the attention of:

  
	
  Attn. The Board
  of Directors

  	
   

  	
  Violaine Delaunay

  
	
  Tel. +39 06
  542941

  	
   

  	
  Tel: 00 33 1 42 98 97 25

  
	
  Fax. +39 06
  5415226

  	
   

  	
  Fax: 00 33 1 42 98 69 19

  



 


12

















 


	
  With copies to:

  	
   

  	
   

  
	
  Bonelli Erede
  Pappalardo LLP

  	
   

  	
   

  
	
  St. Olave’s
  House

  	
   

  	
   

  
	
  9a Ironmonger
  Lane

  	
   

  	
   

  
	
  EC2V 8EY London

  	
   

  	
   

  
	
  Attn. Avv. R.
  Sallustio

  	
   

  	
   

  
	
  Tel +44
  2077763488

  	
   

  	
   

  
	
  Fax. +44
  2077763468

  	
   

  	
   

  



 


10.2    Domicile


 


For the purposes of this Agreement and of the rights hereby assigned,
the Parties choose as their exclusive domicile the address indicated in Clause
10.1


 


11.       CONTINUATION
OF THE ASSIGNMENT OF RECEIVABLES


 


11.1     Pursuant
to article 1232 of the Civil Code, the Parties hereby expressly agree that the
Assignment of Receivables shall remain in full force and effect in the case of novazione oggettiva of one or more Secured
Liabilities.


 


11.2     Pursuant
to article 1275 of the Civil Code, the Company hereby expressly and irrevocably
consents to the continuation of the Assignment of Receivables in the event of novazione soggettiva of one or more
Secured Liabilities.


 


11.3     The
Parties expressly agree and acknowledge that, for the purposes of the
Assignment of Receivables, any transfer, in whole or in part, of the Facility
Agreement (including without limitation any transfer by way of English law
novation and any transfer carried out by a Transfer Certificate), and any
assignment, in whole or in part, of one or more Secured Claims, including
without limitation any assignment carried out under clause 33 (Assignments and
transfers) of the Facility Agreement, are and shall be considered as being,
respectively, cases of “cessione del
contratto” and “cessione del
credito”, and therefore they shall never entail a “novazione oggettiva” of, or have an “effetto
novativo” on, the Secured Liabilities or the Assignment of Receivables.


 


11.4     Without prejudice to the provisions of
paragraphs (a), (b) and (c) above, in any case of:


(i)            “novazione oggettiva” of one or more Secured Liabilities;


(ii)           “novazione soggettiva” of one or more Secured Liabilities;


(iii)          transfer,
in whole or in part, of the Facility Agreement, including without limitation
any transfer by way of English law novation and any transfer carried out by
means of a Transfer Certificate;


(iv)          any
assignment, in whole or in part, of one or more Secured Claims, including
without limitation any assignment carried out under clause 33 (Assignments and
transfers) of the Facility Agreement; or


 


13

















 


(v)           one or
more changes, of whatever nature and for whatever reason, in one or more terms
of any of the Facility Agreement or in one or more terms of any of the Secured
Liabilities,


 


at the reasonable request of the Security
Agent and in the manner and at the time specified by the latter, the Company
shall execute any deed, agreement, document, act or certificate and take all
the steps which are necessary or appropriate, at the Security Agent’s
discretion, to maintain the Assignment of Receivables, it being understood that should
the request of the Security Agent arise from circumstances not attributable to
the Company no expenses shall be borne by the Company or by the Parent.


 


11.5        To the
extent explicitly permitted by the Facility Agreement and pursuant to article
1407, first paragraph, of the Civil Code, each of the Parties hereby provides
its explicit and irrevocable consent to the transfer (cessione), in whole or in part, by any
Secured Creditor, as the case may be, of its contractual position as a secured
creditor (creditore garantito)
under this Agreement in favour of any person executing a Transfer Certificate
with any other Secured Creditor, as the case may be.


 


12.          MISCELLANEOUS PROVISIONS


 


12.1        The
Parties agree that this Agreement does not cause any prejudice nor limitation
and shall not cause any prejudice nor limitation in any way to the rights and
actions to which the Assignee is entitled by virtue of existing or future
relationships between the Parties.


 


12.2.       No
omission or delay by the Assignee in exercising its rights, actions or options
under this Agreement shall be construed as a waiver of the same. The partial
exercise of any right by the Assignee shall not constitute an obstacle to the
future exercise of such right, action or option.


 


12.3        In
the event that any one of the provisions of this Agreement should be contrary
to law or invalid or ineffective or should become so, such provision shall in
no way affect the validity or efficacy of all other provisions of this
Agreement, which shall remain valid and effective.


 


12.4        The
Assignee shall not be liable towards the Assignor or its successors or
assignees for any delay or failure in exercising its rights under this
Agreement nor shall be bound to fulfil the undertakings or obligations assumed
by the Assignor pursuant to the Receivables, or to take any action in order to
recover any credit.


 


12.5        The
Assignor acknowledges that, with the exception of wilful misconduct or gross
negligence of the Assignee, the Assignee shall not be liable for any damages
caused to the Assignor when exercising, attempting to exercise or 


 


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failing to exercise the
rights, actions, powers or remedies to which the Assignee are entitled under
this Agreement.


 


12.6        Any
modification to this Agreement shall be made in writing and expressly agreed by
the Parties.


 


13.          SUCCESSORS AND ASSIGNEES.


 


13.1        All terms, conditions, promises,
representations and warranties, obligations of the Assignor pursuant to this
Agreement shall be binding upon its successors, transferees and assignees at
the same terms and conditions. It is agreed that the Assignor may not assign
its rights or delegate its obligations under this Agreement without the
previous written consent of the Assignee.


 


14.          EXPENSES AND TAXES.


 


14.1        Taxes, expenses and costs relating to this Agreement shall be borne by
the Parent according to the relevant provisions of the Facility Agreement.


 


15.          APPLICABLE LAW - CHOICE OF FORUM


 


15.1        This Agreement and any document to be issued
pursuant to this Agreement shall be governed by Italian law.


 


15.2        The Assignor agrees that any dispute which may
arise out of this Agreement, relating to its validity, performance or
construction, shall be submitted to the Court of Milan. However, this Agreement
shall not limit the right of the Agent to bring proceedings against the
Assignor in connection with this Agreement in any other competent Italian
courts.


 


Executed in London


 


	
  Hertz Italiana S.p.A.

  	
  BNP Paribas

  
	
  in its capacity as
  Assignor

  	
  in
  its capacity as Assignee

  
	
  Represented by

  	
  Represented by

  
	
  Riccardo Sallustio

  	
   

  	
  Cyrille Javaux

  	
   

  
	
  in his capacity as
  attorney in fact

  	
   

  
	
   

  	
   

  
	
  /s/ Riccardo Sallustio

  	
   

  	
  /s/ Cyrille Javaux

  	
   

  
					



 


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