Avis 2010 Annual Report Download - page 480

42. RENT . The Sublessee agrees to pay to the Sublessor, on or prior to each Distribution Date, as sublease rent an amount equal to the
aggregate amount for all Group I CPF Trucks subleased by it hereunder during the Related Month of the product of (x) the sum of (i) all
Monthly Base Rent that has accrued during such Related Month with respect to each such Group I CPF Truck under the Group I CPF Lease and
(ii) the portion of all Supplemental Rent due and payable by the Sublessor on such Distribution Date that the Sublessor determines to be
allocated to each such Group I CPF Truck and (y) the percentage equivalent of a fraction, the numerator of which is the total number of days
during such Related Month that each such Group I CPF Truck was subleased to the Sublessee pursuant to this Sublease and the denominator of
which is the total number of days during such Related Month. The Sublessor and the Sublessee may from time to time agree to any other method
of calculating the sublease rent hereunder that is mutually acceptable to them; provided, however, that in all events the Sublessor shall remain
liable for the full amount of Monthly Base Rent and Supplemental Rent due under the Group I CPF Lease with respect to the Group I CPF
Trucks subleased by the Sublessee hereunder.
43. GRANT OF SECURITY INTEREST. If, notwithstanding the intent of the parties to this Agreement and the intent of the parties to the
Group I CPF Lease, this Agreement and the Group I CPF Lease are characterized by any third party as financing arrangements or as otherwise
not constituting “true leases,”
then it is the intention of the parties that this Agreement shall constitute a security agreement under applicable law,
and, to secure all of its obligations under this Agreement, the Sublessee hereby grants to the Sublessor a security interest in all of the Sublessee’s
right, title and interest, if any, in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired
or created:
(i) the rights of the Sublessee under this Agreement, as this Agreement may be amended, modified or supplemented from time to
time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which the Sublessee is a
party (the “ Sublessee Agreements ”), including, without limitation, (a) all rights, remedies, powers, privileges and claims of the Sublessee
against any other party under or with respect to the Sublessee Agreements (whether arising pursuant to the terms of such Sublessee
Agreements or otherwise available to the Sublessee at law or in equity), including the right to enforce any of the Sublessee Agreements and
to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the
Sublessee Agreements or the obligations and liabilities of any party thereunder, (b) all liens and property from time to time purporting to
secure payment of the obligations and liabilities of the Sublessee arising under or in connection with the Sublessee Agreements, and any
documents or agreements describing any collateral securing such obligations or liabilities and (c) 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
the Sublessee pursuant to the Sublessee Agreements;
(ii) all Group I CPF Trucks subleased by the Sublessee from the Sublessor under this Agreement which, notwithstanding that this
Agreement and the Group I CPF Lease are intended to convey only leasehold interests, are determined to be owned by the Sublessee, and
all Certificates of Title with respect to such Group I CPF Trucks;