Avis 2010 Annual Report Download - page 174

required in this Indenture to the best of its abilities to the end that the interests of the Secured Parties may be adequately and effectively
protected. The Collateral shall secure the Notes in each and every Group equally and ratably without prejudice, priority (except, with respect to
any Series of Notes, as otherwise stated in the Series Supplement for such Series of Notes) or distinction.
(c) Notwithstanding the foregoing or anything to the contrary in this Indenture, any Collections or other identifiable proceeds with
respect to Group Specific Collateral for a Group which may be deposited in the Collection Account pending transfer to the Group Collection
Account for such Group for further allocation among one or more Segregated Series of Notes in such Group shall at all times constitute Group
Specific Collateral for such Group, and not Collateral.
Section 3.2. Grant of Group Specific Security Interest .
(a) To secure the Note Obligations with respect to each Series in a Group and to secure compliance with the provisions of this Base
Indenture and the Series Supplement for each Series of Notes in such Group, CPF hereby pledges, assigns, conveys, delivers, transfers and sets
over to the Trustee, to the extent set forth in the Series Supplement for each Series of Notes in such Group, for the benefit of the Noteholders of
such Group (collectively, with respect to a Group, the “ Group Secured Parties ”),
and hereby grants to the Trustee, for the benefit of such Group
Secured Parties, a security interest in, all of CPF’s right, title and interest in and to all of the following assets, property, and interests of CPF,
whether now owned or at any time hereafter acquired or created (collectively, with respect to a Group, the “ Group Specific Collateral ”):
(
i) the Applicable CPF Lease, any Sublease related to such Applicable CPF Lease and any other agreements related to the Applicable
CPF Trucks to which CPF is a party or in which CPF otherwise has an interest (collectively, with respect to a Group, the “
Applicable CPF
Agreements ”), including, without limitation, all monies due and to become due to CPF under or in connection with such Applicable CPF
Agreements, whether payable as rent, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of such Applicable
CPF Agreements or otherwise, all security for amounts payable thereunder and all rights, remedies, powers, privileges and claims of CPF
against any other party under or with respect to such Applicable CPF Agreements (whether arising pursuant to the terms of such
Applicable CPF Agreements or otherwise available to CPF at law or in equity), the right to enforce the Applicable CPF Agreements and to
give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the
Applicable CPF Agreements or the obligations of any party thereunder;
(ii) the Applicable Administration Agreement, including, without limitation, all rights, remedies, powers, privileges and claims of
CPF against any other party under or with respect to the Applicable Administration Agreement (whether arising pursuant to the terms of
the Applicable Administration Agreement or otherwise available
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