Avis 2006 Annual Report Download - page 246

payment of the obligations and liabilities of a Permitted Sublessee arising under or in connection with each such Sublease, and any
documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other
agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of
such Permitted Sublessee pursuant to such Sublease (collectively, the “Sublease Collateral”);
(vii) all right, title and interest of each Lessee in, to and under the Master Exchange Agreement and the Escrow Agreement,
including any amendments thereof, all monies due and to become due to each such Lessee thereunder, whether amounts payable to such
Lessee from the Joint Collection Accounts or any Exchange Account by the Intermediary or payable as damages for breach of the Master
Exchange Agreement, the Escrow Agreement or otherwise, and all other property released or to be released by the Intermediary to such
Lessee thereunder and all rights to compel performance and otherwise exercise remedies thereunder; provided , however , that in the case
of any property and funds held in the Joint Collection Accounts or any Exchange Account that constitute Relinquished Property Proceeds,
such property shall not constitute part of the collateral granted hereunder until such amounts are payable by the Intermediary to the
Trustee pursuant to the Master Exchange Agreement or the Escrow Agreement in accordance with the terms thereof;
(viii) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement,
as same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and
(ix) all Proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the
Lessor is named as the loss payee thereof) and cash.
(c) To secure the CRCF Obligations, each Lessee hereby grants to the Trustee, on behalf of the Secured Parties, a first-priority
security interest in all of such Lessee’s right, title and interest, if any, in and to all of the collateral described in Section 2(b) above, whether
now owned or hereafter acquired or created. Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default
and subject to the provisions of the Related Documents, the Trustee shall have all of the rights and remedies of a secured party, including,
without limitation, the rights and remedies granted under the UCC.
(d) Each Lessee agrees to deliver to the Lessor, the Lender and the Trustee on or before the Restatement Effective Date:
(i) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing
statements that name such Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to
clause (ii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory
to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Lessee that purport to affect any Vehicles leased
hereunder or any Collateral under the Indenture; and
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