Exhibit 4.6.2


 




 





 


GUARANTEE AND COLLATERAL AGREEMENT


 


made by


 


CCMG CORPORATION,


 


THE HERTZ CORPORATION 


 


and certain of its Subsidiaries,


 


in favor of


 


DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent and Collateral Agent


 


Dated as of December 21, 2005


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1 DEFINED
  TERMS

  	
  2

  
	
  1.1 Definitions

  	
  2

  
	
  1.2 Other Definitional
  Provisions

  	
  11

  
	
   

  	
   

  
	
  SECTION 2 GUARANTEE

  	
  12

  
	
  2.1 Guarantee

  	
  12

  
	
  2.2 Right of Contribution

  	
  13

  
	
  2.3 No Subrogation

  	
  13

  
	
  2.4 Amendments, etc. with
  respect to the Obligations

  	
  14

  
	
  2.5 Guarantee Absolute and
  Unconditional

  	
  14

  
	
  2.6 Reinstatement

  	
  16

  
	
  2.7 Payments

  	
  16

  
	
   

  	
   

  
	
  SECTION 3 GRANT OF
  SECURITY INTEREST

  	
  16

  
	
  3.1 Grant

  	
  16

  
	
  3.2 Pledged Collateral

  	
  17

  
	
  3.3 Certain Limited
  Exceptions

  	
  18

  
	
  3.4 Intercreditor
  Relations

  	
  19

  
	
   

  	
   

  
	
  SECTION 4
  REPRESENTATIONS AND WARRANTIES

  	
  19

  
	
  4.1 Representations and
  Warranties of Each Guarantor

  	
  19

  
	
  4.2 Representations and
  Warranties of Each Grantor

  	
  19

  
	
  4.3 Representations and
  Warranties of Each Pledgor

  	
  22

  
	
   

  	
   

  
	
  SECTION 5 COVENANTS

  	
  24

  
	
  5.1 Covenants of Each
  Guarantor

  	
  24

  
	
  5.2 Covenants of Each
  Grantor

  	
  24

  
	
  5.3 Covenants of Each
  Pledgor

  	
  27

  
	
  5.4 Covenants of CCMGC

  	
  29

  
	
   

  	
   

  
	
  SECTION 6 REMEDIAL
  PROVISIONS

  	
  31

  
	
  6.1 Certain Matters
  Relating to Accounts

  	
  31

  
	
  6.2 Communications with
  Obligors; Grantors Remain Liable

  	
  32

  
	
  6.3 Pledged Stock

  	
  33

  
	
  6.4 Proceeds to be Turned
  Over To Collateral Agent

  	
  34

  
	
  6.5 Application of
  Proceeds

  	
  34

  
	
  6.6 Code and Other
  Remedies

  	
  34

  
	
  6.7 Registration Rights

  	
  35

  
	
  6.8 Waiver; Deficiency

  	
  36

  
	
  6.9 Certain Undertakings
  with Respect to Special Purpose Subsidiaries

  	
  36

  
	
   

  	
   

  
	
  SECTION 7 THE
  COLLATERAL AGENT

  	
  38

  
	
  7.1 Collateral Agent’s
  Appointment as Attorney-in-Fact, etc

  	
  38

  



 


i

















 


	
  7.2 Duty of Collateral
  Agent

  	
  40

  
	
  7.3 Financing Statements

  	
  40

  
	
  7.4 Authority of
  Collateral Agent

  	
  40

  
	
  7.5 Right of Inspection

  	
  41

  
	
   

  	
   

  
	
  SECTION 8 NON-LENDER
  SECURED PARTIES

  	
  41

  
	
  8.1 Rights to Collateral

  	
  41

  
	
  8.2 Appointment of Agent

  	
  42

  
	
  8.3 Waiver of Claims

  	
  42

  
	
   

  	
   

  
	
  SECTION 9
  MISCELLANEOUS

  	
  43

  
	
  9.1 Amendments in Writing

  	
  43

  
	
  9.2 Notices

  	
  43

  
	
  9.3 No Waiver by Course of
  Conduct; Cumulative Remedies

  	
  43

  
	
  9.4 Enforcement Expenses;
  Indemnification

  	
  44

  
	
  9.5 Successors and Assigns

  	
  44

  
	
  9.6 Set-Off

  	
  44

  
	
  9.7 Counterparts

  	
  45

  
	
  9.8 Severability

  	
  45

  
	
  9.9 Section Headings

  	
  45

  
	
  9.10 Integration

  	
  45

  
	
  9.11 GOVERNING LAW

  	
  45

  
	
  9.12 Submission To
  Jurisdiction; Waivers

  	
  45

  
	
  9.13 Acknowledgments

  	
  46

  
	
  9.14 WAIVER OF JURY TRIAL

  	
  46

  
	
  9.15 Additional Granting
  Parties

  	
  46

  
	
  9.16 Releases

  	
  47

  
	
  9.17 Judgment

  	
  47

  



 


SCHEDULES


 


	
  1

  	
  Notice Addresses of Guarantors

  
	
  2

  	
  Pledged Securities

  
	
  3

  	
  Perfection Matters

  
	
  4

  	
  Location of Jurisdiction of Organization

  
	
  5

  	
  Intellectual Property

  
	
  6

  	
  Contracts

  
	
  7

  	
  Commercial Tort Claims

  
	
   

  	
   

  
	
  ANNEXES

  
	
   

  
	
  1

  	
  Acknowledgement and Consent of Issuers who are not
  Granting Parties

  
	
  2

  	
  Assumption Agreement

  



 


ii

















 


GUARANTEE AND COLLATERAL AGREEMENT


 


GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 21,
2005, made by CCMG CORPORATION, a Delaware corporation (“CCMGC”), THE
HERTZ CORPORATION, a Delaware corporation (in its specific capacity as Parent
Borrower, together with its successors and assigns, the “Parent Borrower”)
and certain of its Subsidiaries in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”),
as collateral agent (in such capacity, the “Collateral Agent”) and
administrative agent (in such capacity, the “Administrative Agent”) for
the banks and other financial institutions (collectively, the “Lenders”;
individually, a “Lender”) from time to time parties to the Credit
Agreement described below.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to that certain Credit Agreement,
dated as of the date hereof (as amended, amended and restated, waived,
supplemented or otherwise modified from time to time, together with any
agreement extending the maturity of, or restructuring, refunding, refinancing
or increasing the Indebtedness under such agreement or successor agreements,
the “Credit Agreement”), among the Parent Borrower, DBNY, as Collateral
Agent and Administrative Agent, and the other parties party thereto, the
Lenders have severally agreed to make extensions of credit to the Parent
Borrower upon the terms and subject to the conditions set forth therein;


 


WHEREAS, the Parent Borrower is a member of an
affiliated group of companies that includes CCMGC, the Parent Borrower, the
Parent Borrower’s Domestic Subsidiaries that are party hereto and any other
Domestic Subsidiary of the Parent Borrower that becomes a party hereto from
time to time after the date hereof (all of the foregoing collectively, the “Granting
Parties”);


 


WHEREAS, the proceeds of the extensions of credit
under the Credit Agreement will be used in part to enable the Parent
Borrower to make valuable transfers to one or more of the other Granting
Parties in connection with the operation of their respective businesses;


 


WHEREAS, the Parent Borrower and the other Granting
Parties are engaged in related businesses, and each such Granting Party will
derive substantial direct and indirect benefit from the making of the
extensions of credit under the Credit Agreement;


 


WHEREAS, it is a condition to the obligation of the
Lenders to make their respective extensions of credit under the Credit
Agreement that the Granting Parties shall execute and deliver this Agreement to
the Collateral Agent for the benefit of the Secured Parties;


 


WHEREAS, pursuant to that certain Credit Agreement,
dated as of the date hereof (as amended, amended and restated, waived,
supplemented or otherwise modified from time to time, together with any
agreement extending the maturity of, or restructuring, refunding, refinancing
or increasing the Indebtedness under such agreement or successor agreements,
the “ABL Credit Agreement”), among the Parent Borrower, Hertz Equipment
Rental Corporation, Matthews Equipment Limited, Western Shut-Down (1995)
Limited. (collectively, the “ABL Borrowers”),


 

















 


the
banks and other financial institutions lenders thereunder (collectively, the “ABL
Lenders”; individually, an “ABL Lender”), DBNY, as administrative
agent and collateral agent, (in such capacities, the “ABL Administrative Agent”
and the “ABL Collateral Agent”), Deutsche Bank AG, Canada Branch, as
Canadian agent (in such capacity, the “Canadian Agent”), and the other
parties party thereto, the ABL Lenders have severally agreed to make extensions
of credit to the ABL Borrowers upon the terms and subject to the conditions set
forth therein;


 


WHEREAS, pursuant to that certain U.S. Guarantee and
Collateral Agreement, dated as of the date hereof (as amended, amended and
restated, waived, supplemented or otherwise modified from time to time, the “ABL
Guarantee and Collateral Agreement”), among the ABL Borrowers, certain of
their subsidiaries and DBNY, as ABL Collateral Agent and ABL Administrative
Agent, the ABL Borrowers and such subsidiaries have granted a first priority
Lien to the ABL Collateral Agent for the benefit of the holders of ABL
Obligations (as defined in the Intercreditor Agreement referred to below) on
the ABL Priority Collateral (as defined in the Intercreditor Agreement) and a
second priority Lien for the benefit of the holders of the ABL Obligations on
the Term Priority Collateral (as defined herein); and


 


WHEREAS, the Collateral Agent, the Administrative
Agent, the ABL Collateral Agent and the ABL Administrative Agent have entered
into an Intercreditor Agreement, acknowledged by the Parent Borrower and the
Granting Parties, dated as of the date hereof (as amended, amended and
restated, waived, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”).


 


WHEREAS, it is a condition to the obligation of the
Lenders to make their respective extensions of credit under the Credit
Agreement that the Granting Parties shall execute and deliver this Agreement to
the Collateral Agent for the benefit of the Secured Parties.


 


NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Parent Borrower thereunder, each Granting Party hereby agrees
with the Collateral Agent, for the ratable benefit of the Secured Parties (as
defined below), as follows:


 


SECTION 1    DEFINED TERMS


 


1.1 Definitions. (a)                       Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement,
and the following terms that are defined in the Code (as in effect on the date
hereof) are used herein as so defined: Chattel Paper, Commercial Tort Claims,
Documents, Electronic Chattel Paper, Deposit Accounts, Documents, Equipment,
Farm Products, Fixtures, General Intangibles, Letter-of-Credit Rights, Money,
Promissory Notes, Records, Securities, Securities Accounts, Security
Entitlements, Supporting Obligations and Tangible Chattel Paper.


 


(b)                                 The following terms shall have the following
meanings:


 


“ABL
Administrative Agent”:  as defined in
the recitals hereto.


 


“ABL
Borrowers”:  as defined in the
recitals hereto.


 


2

















 


“ABL
Collateral Agent:” as defined in the recitals hereto.


 


“ABL
Credit Agreement:” as defined in the recitals hereto.


 


“ABL
Guarantee and Collateral Agreement:” as defined in the recitals hereto.


 


“ABL
Lenders:” as defined in the recitals hereto.


 


“ABL
Obligations”:  as defined in the
recitals hereto.


 


“ABL
Priority Collateral”: all Collateral consisting of the following:  


 


(1)                                  all Accounts;


 


(2)                                  all Chattel Paper (including Tangible Chattel
Paper and Electronic Chattel Paper);


 


(3)                                  (x) all Deposit Accounts and Money and all
cash, checks, other negotiable instruments, funds and other evidences of
payments held therein and (y) all Securities, Security Entitlements, and
Securities Accounts, in each case, to the extent constituting cash or Cash
Equivalents or representing a claim to Cash Equivalents, other than the Asset
Sales Proceeds Account and all cash, checks and other property held therein or
credited thereto, but in any event and regardless of the foregoing clauses,
excluding the Asset Sales Proceeds Account;


 


(4)                                  all Rental Equipment and other Inventory;


 


(5)                                  to the extent involving or governing any of
the items referred to in the preceding clauses (1) through (4), all
Documents, General Intangibles, Instruments (including, without limitation,
Promissory Notes), and Letter of Credit Rights, provided that to the extent any
of the foregoing also relates to Term Priority Collateral, only that portion
related to the items referred to in the preceding clauses (1) through (4) shall
be included in the ABL Priority Collateral;


 


(6)                                  to the extent evidencing or governing any of
the items referred to in the preceding clauses (1) through (5), all
Supporting Obligations; provided that to the extent any of the foregoing
also relates to Term Priority Collateral only that portion related to the items
referred to in the preceding clauses (1) through (5) shall be
included in the ABL Priority Collateral;


 


(7)                                  all books and Records relating to the
foregoing (including without limitation all books, databases, customer lists,
engineer drawings, and Records, whether tangible or electronic, which contain
any information relating to any of the foregoing); 


 


(8)                                  all collateral security and guarantees with
respect to any of the foregoing and all cash, Money, instruments, securities,
financial assets and deposit accounts directly received as proceeds of any ABL
Priority Collateral (“ABL Priority Proceeds”); provided, however,
that no proceeds of ABL Priority Proceeds will constitute ABL Priority
Collateral unless such proceeds of ABL Priority Proceeds would otherwise
constitute ABL Priority Collateral.


 


For
the avoidance of doubt, under no circumstances shall Excluded Assets be ABL
Priority Collateral.


 


3

















 


“Accounts”:  all accounts (as defined in the Code) of each
Grantor, including, without limitation, all Accounts (as defined in the Credit
Agreement) and Accounts Receivable of such Grantor, but in any event excluding
all Accounts that have been sold or otherwise transferred (and not transferred
back to a Grantor) in connection with a Special Purpose Financing.


 


“Accounts
Receivable”:  any right to payment
for goods sold or leased or for services rendered, which is not evidenced by an
instrument (as defined in the Code) or Chattel Paper.


 


“Adjusted
Net Worth”:  of any Guarantor at any
time, shall mean the greater of (x) $0 and (y) the amount by which the fair
saleable value of such Guarantor’s assets on the date of the respective payment
hereunder exceeds its debts and other liabilities (including contingent
liabilities, but without giving effect to any of its obligations under this
Agreement or any other Loan Document, or pursuant to its guarantee with respect
to any Indebtedness then outstanding pursuant to clauses (b) and (c) of
subsection 8.2 of the Credit Agreement) on such date.


 


“Administrative
Agent”:  as defined in the recitals
hereto.


 


“Agreement”:  this Guarantee and Collateral Agreement, as
the same may be amended, restated, supplemented, waived or otherwise
modified from time to time.


 


“Asset
Sales Proceeds Account” shall mean one or more Deposit Accounts or
Securities Accounts holding only the proceeds of any sale or disposition of any
Term Priority Collateral and the proceeds or investment thereof. 


 


“Bank
Products Agreement”: any agreement pursuant to which a bank or other
financial institution agrees to provide treasury or cash management services
(including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, netting, overdrafts and interstate
depository network services).


 


“Bankruptcy
Case”:  (i) CCGMC or any of its
Subsidiaries commencing any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship or relief of debtors,
seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or
any substantial part of its assets, or CCGMC or any of its Subsidiaries
making a general assignment for the benefit of its creditors; or (ii) there
being commenced against CCGMC or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results
in the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days.


 


 “Borrower Obligations”: the collective
reference to: all obligations and liabilities of the Parent Borrower in respect
of the unpaid principal of and interest on (including, without limitation,
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Parent Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) the Loans, the


 


4

















 


Reimbursement Obligations, and all other obligations and liabilities of
the Parent Borrower to the Secured Parties, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Credit
Agreement, the Loans, the Letters of Credit, the other Loan Documents, the
Brazil Guaranty, any Interest Rate Protection Agreement, Permitted Hedging
Arrangement or Bank Products Agreement entered into with any Person who was at
the time of entry into such agreement a Lender or an affiliate of any Lender,
any Differential Swap entered into with any Differential Swap Counterparty, any
Guarantee Obligation of CCMGC or any of its Subsidiaries referred to in
subsections 8.4 of the Credit Agreement as to which any Secured Party is a
beneficiary, the provision of cash management services by any Lender or an
Affiliate thereof to the Parent Borrower or any Subsidiary thereof, or any
other document made, delivered or given in connection therewith and the Euro
MTN Obligations, if any, of the Parent Borrower, in each case whether on
account of principal, interest, reimbursement obligations, amounts payable in
connection with the provision of such cash management services or a termination
of any transaction entered into pursuant to any such Interest Rate Protection
Agreement or Permitted Hedging Arrangement, fees, indemnities, costs, expenses
or otherwise (including, without limitation, all reasonable fees, expenses and
disbursements of counsel to the Administrative Agent or any other Secured Party
that are required to be paid by the Parent Borrower pursuant to the terms of
the Credit Agreement or any other Loan Document).


 


“Brazil
Debt Obligations”:  as defined in the
Intercreditor Agreement as in effect on the date hereof.


 


“Brazil
Debt Secured Parties”:  as defined in
the Intercreditor Agreement as in effect on the date hereof.


 


“Brazil
Guaranty”:  as defined in the
Intercreditor Agreement as in effect on the date hereof.


 


“Code”:  the Uniform Commercial Code as from time
to time in effect in the State of New York. 


 


“Collateral”:  as defined in Section 3; provided
that, for purposes of subsection 6.5, Section 8 and subsection 9.16(b),
“Collateral” shall have the meaning assigned to such term in the Credit
Agreement.


 


“Collateral
Account Bank”:  Deutsche Bank AG, New
York Branch, an Affiliate thereof or another bank which at all times is a
Lender as selected by the relevant Grantor and consented to in writing by the
Collateral Agent (such consent not to be unreasonably withheld or delayed).


 


“Collateral
Agent”:  as defined in the Preamble
hereto.


 


“Collateral
Proceeds Account”:  shall mean a
non-interest bearing cash collateral account established and maintained by the
relevant Grantor at an office of the Collateral Account Bank in the name, and
in the sole dominion and control of, the Collateral Agent for the benefit of
the Secured Parties.


 


5

















 


“Commercial
Tort Action” any action, other than (i) an action primarily seeking
declaratory or injunctive relief with respect to claims asserted or expected to
be asserted by Persons other than the Grantors or (ii) an action arising
out of or related to PL/PD Claims, that is commenced by a Grantor in the courts
of the United States of America, any state or territory thereof or any
political subdivision of any such state or territory, in which any Grantor
seeks damages arising out of torts committed against it that would reasonably
be expected to result in a damage award to it exceeding $40,000,000.


 


“Commitments”:
the collective reference to (i) the Term Loan Commitments and (ii) the
obligation of the Issuing Lenders to issue Letters of Credit to the Parent
Borrower pursuant to subsection 3.1 of the Credit Agreement.


 


“Contracts”:  with respect to any Grantor, all contracts,
agreements, instruments and indentures in any form and portions thereof
(except for contracts listed on Schedule 6 hereto), to which such
Grantor is a party or under which such Grantor or any property of such Grantor
is subject, as the same may from time to time be amended, supplemented,
waived or otherwise modified, including, without limitation, (i) all
rights of such Grantor to receive moneys due and to become due to it thereunder
or in connection therewith, (ii) all rights of such Grantor to damages
arising thereunder and (iii) all rights of such Grantor to perform and
to exercise all remedies thereunder. 


 


“Copyright
Licenses”:  with respect to any
Grantor, all written license agreements of such Grantor providing for the grant
by or to such Grantor of any right under any copyright of such Grantor, other
than agreements with any Person who is an Affiliate or a Subsidiary of the
Parent Borrower or such Grantor, including, without limitation, any material
license agreements listed on Schedule 5 hereto, subject, in each
case, to the terms of such license agreements, and the right to prepare for
sale, sell and advertise for sale, all Inventory now or hereafter covered by
such licenses. 


 


“Copyrights”:  with respect to any Grantor, all of such Grantor’s
right, title and interest in and to all United States and foreign copyrights,
whether or not the underlying works of authorship have been published or
registered, all United States and foreign copyright registrations and copyright
applications, including, without limitation, any copyright registrations and
copyright applications listed on Schedule 5 hereto, and (i) all
renewals thereof, (ii) all income, royalties, damages and payments now and
hereafter due and/or payable with respect thereto, including, without
limitation, payments under all licenses entered into in connection therewith,
and damages and payments for past or future infringements thereof and (iii) the
right to sue or otherwise recover for past, present and future infringements
and misappropriations thereof.


 


“Credit
Agreement”:  has the meaning provided
in the Preamble hereto.


 


“Differential
Swap”:  shall mean each ISDA Master
Agreement including the Schedule and Annex thereto and each Confirmation
evidencing a Transaction thereunder, dated as of December 16, 2005,
between the Parent Borrower and a Differential Swap Counterparty. 


 


6

















 


“Differential
Swap Counterparty”:  shall mean each
of Merrill Lynch Capital Services Inc. and Calyon New York Branch and each of
their respective successors and assigns, in their respective capacity as
counterparties under the Differential Swaps.


 


“Downgrade
Event”: there occurs a downgrading in the credit rating assigned by either
S&P or Moody’s to the Indebtedness of the Parent Borrower incurred pursuant
to the Credit Agreement (including, without limitation, any Reimbursement
Obligations).


 


“Euro
MTNs”: as defined in the Intercreditor Agreement as in effect on the date
hereof.


 


“Euro
MTN Fiscal Agency Agreement”: as defined in the Intercreditor Agreement as
in effect on the date hereof.


 


“Euro
MTN Obligations”: as defined in the Intercreditor Agreement as in effect on
the date hereof.


 


“Euro
MTN Secured Parties”: as defined in the Intercreditor Agreement as in
effect on the date hereof.


 


“Excluded
Assets”: as defined in Section 3.3.


 


“General
Fund Account”: the general fund account of the relevant Grantor established
at the same office of the Collateral Account Bank as the Collateral Proceeds
Account. 


 


“Granting
Parties”:  as defined in the recitals
hereto.


 


“Grantor”:  CCMGC, the Parent Borrower, the Parent
Borrower’s other Domestic Subsidiaries that are party hereto and any other
Subsidiary of the Parent Borrower that becomes a party hereto from time to time
after the date hereof.


 


“Guarantor
Obligations”:  with respect to any
Guarantor, the collective reference to (i) the Obligations guaranteed by
such Guarantor pursuant to Section 2 and (ii) all obligations and
liabilities of such Guarantor that may arise under or in connection with
this Agreement or any other Loan Document to which such Guarantor is a party,
any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank
Products Agreement entered into with any Person who was at the time of entry
into such agreement a Lender or an affiliate of any Lender, any Differential
Swap entered into with any Differential Swap Counterparty, any Guarantee
Obligation of CCMGC or any of its Subsidiaries referred to in subsections 8.4
of the Credit Agreement as to which any Secured Party is a beneficiary, the
provision of cash management services by any Lender or an Affiliate thereof to
the Parent Borrower or any Subsidiary thereof, the Brazil Debt Obligations, or
any other document made, delivered or given in connection therewith and the
Euro MTN Obligations, if any, of such Guarantor, in each case whether on
account of guarantee obligations, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent, to the Other
Representatives, to the Lenders or to the Brazil Debt Secured Parties that are
required to be paid by such Guarantor pursuant to the terms of this Agreement,
any other Loan Document or the Brazil Guaranty).


 


7

















 


“Guarantors”:  the collective reference to each Granting
Party.


 


 “Instruments”:  has the meaning specified in Article 9
of the Code, but excluding the Pledged Securities.


 


“Intellectual
Property”:  with respect to any
Grantor, the collective reference to such Grantor’s Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trade Secrets, Trademarks and Trademark
Licenses.


 


“Intercreditor
Agreement”: as defined in the recitals hereto. 


 


“Intercompany
Note”: with respect to any Grantor, any promissory note in a
principal amount in excess of $3,500,000 evidencing loans made by such Grantor
to CCMGC or any of its Subsidiaries.


 


“Inventory”:
with respect to any Grantor, all inventory (as defined in the Code) of such
Grantor, including, without limitation, all Inventory (as defined in the Credit
Agreement) of such Grantor.


 


“Investment
Property”:  the collective reference
to (i) all “investment property” as such term is defined in Section 9-102(a)(49)
of the Uniform Commercial Code in effect in the State of New York on the
date hereof (other than any Capital Stock of any Foreign Subsidiary excluded
from the definition of “Pledged Stock”) and (ii) whether or not
constituting “investment property” as so defined, all Pledged Securities.


 


“Issuers”:  the collective reference to the Persons
identified on Schedule 2 as the issuers of Pledged Stock, together
with any successors to such companies (including, without limitation, any
successors contemplated by subsection 8.5 of the Credit Agreement). 


 


“Management
Loans”: Indebtedness (including any extension, renewal or refinancing
thereof) to the extent such Indebtedness is entitled to the benefit of
Guarantee Obligations provided for in subsection 8.4(b) of the Credit
Agreement.




 


“Non-Lender
Secured Parties”:  the collective
reference to (i) any person who, at the time of entering into any Interest
Rate Protection Agreement or Permitted Hedging Arrangement or Banks Products
Agreement or Management Loan secured hereby, was a Lender or an affiliate of
any Lender and their respective successors and assigns, (ii) the Euro MTN
Secured Parties, (iii) the Brazil Debt Secured Parties and (iv) the
Differential Swap Counterparties.


 


“Obligations”:  (i) in the case of the Parent Borrower,
its Borrower Obligations and its Guarantor Obligations and (ii) in the
case of each other Guarantor, its Guarantor Obligations. 


 


“Parent
Borrower”:  as defined in the
Preamble hereto.


 


“Patent
Licenses”:  with respect to any Grantor,
all written license  agreements of such
Grantor providing for the grant by or to such Grantor of any right under any
patent, patent application, or patentable invention other than agreements with
any Person who is an Affiliate or a Subsidiary of the Parent Borrower or such
Grantor, including, without limitation, the material


 


8

















 


license agreements listed on Schedule 5 hereto, subject, in
each case, to the terms of such license agreements, and the right to prepare
for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such licenses.


 


“Patents”:  with respect to any Grantor, all of such
Grantor’s right, title and interest in and to all United States and foreign
patents, patent applications and patentable inventions and all reissues and
extensions thereof, including, without limitation, all patents and patent
applications identified in Schedule 5 hereto, and including,
without limitation, (i) all inventions and improvements described and
claimed therein, (ii) the right to sue or otherwise recover for any and
all past, present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
licenses entered into in connection therewith, and damages and payments for
past, present or future infringements thereof), and (iv) all other rights
corresponding thereto and all reissues, divisions, continuations,
continuations-in-part, substitutes, renewals, and extensions thereof, all
improvements thereon, and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto.


 


“PL/PD
Claims” means all claims that (i) arise out of or are related to
damage to the property of the Parent Borrower or any of its Subsidiaries or out
of bodily injury (including death) or damage to the property of Persons other
than the Parent Borrower and its Subsidiaries and are classified as “public
liability and property damage” claims for purposes of the consolidated
financial statements of the Parent Borrower and its Subsidiaries and (ii) arise
out of or are related to any policy of insurance under which the Parent
Borrower or any of its Subsidiaries is an insured or otherwise a beneficiary.


 


“Pledged
Collateral”:  as to any Pledgor, the
Pledged Securities now owned or at any time hereafter acquired by such Pledgor,
and any Proceeds thereof.


 


“Pledged
Notes”: with respect to any Pledgor, all Intercompany Notes at any time
issued to, or held or owned by, such Pledgor.


 


“Pledged
Securities”:  the collective
reference to the Pledged Notes and the Pledged Stock. 


 


“Pledged
Stock”:  with respect to any Pledgor,
the shares of Capital Stock listed on Schedule 2 as held by such
Pledgor, together with any other shares of Capital Stock required to be pledged
by such Pledgor pursuant to subsection 7.9 of the Credit Agreement, as
well as any other shares, stock certificates, options or rights of any nature
whatsoever in respect of the Capital Stock of any Person that may be
issued or granted to, or held by, such Pledgor while this Agreement is in
effect (provided that in no event shall there be pledged, nor shall any
Pledgor be required to pledge, directly or indirectly, (i) more than 65%
of any series of the outstanding Capital Stock of any Foreign Subsidiary, (ii) any
of the Capital Stock of a Subsidiary of a Foreign Subsidiary, (iii) de minimis shares of a Foreign Subsidiary held by any
Pledgor as a nominee or in a similar capacity, (iv) Capital Stock of
Navigation Solutions LLC, (v) Capital Stock of HIRE (Bermuda) Limited and (vi) Hertz
International RE Limited (pursuant to this Agreement).


 


9

















 


“Pledgor”:  CCMGC (with respect to the Pledged Stock of
the Parent Borrower and all other Pledged Collateral of the Parent Borrower),
the Parent Borrower (with respect to Pledged Stock of the entities listed on Schedule 2
hereto and all other Pledged Collateral of the Parent Borrower) and each other
Granting Party (with respect to Pledged Securities held by such Granting Party
and all other Pledged Collateral of such Granting Party).


 


“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64)
of the Uniform Commercial Code in effect in the State of New York on the
date hereof and, in any event, Proceeds of Pledged Securities shall include,
without limitation, all dividends or other income from the Pledged Securities,
collections thereon or distributions or payments with respect thereto. 


 


“Restrictive
Agreements”: as defined in subsection 3.3(a).


 


“Secured
Parties”:  the collective reference
to (i) the Administrative Agent, the Collateral Agent and each Other
Representative, (ii) the Lenders (including, without limitation, the
Issuing Lenders and the Swing Line Lender), (iii) with respect to any
Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank
Products Agreement with CCMGC or any of its Subsidiaries, any counterparty
thereto that, at the time such agreement or arrangement was entered into, was a
Lender or an Affiliate of any Lender, (iv) the Euro MTN Secured Parties, (v) the
Brazil Debt Secured Parties, (vi) the Differential Swap Counterparties, (vii) with
respect to any Management Loans, any lender thereof that, at the time such
Indebtedness was extended (or agreement to extend such Indebtedness was entered
into), was a Lender or an Affiliate of any Lender and (vii) their
respective successors and assigns and their permitted transferees and
endorsees.


 


“Security
Collateral”:  with respect to any
Granting Party, means, collectively, the Collateral (if any) and the Pledged
Collateral (if any) of such Granting Party.


 


“Specified
Asset”: as defined in subsection 4.2.2 hereof.


 


“Term
Priority Collateral”: all Security Collateral other than ABL Priority
Collateral and all collateral security and guarantees with respect to any Term
Priority Collateral and all cash, Money, instruments, securities, financial
assets and deposit accounts directly received as proceeds of any Term Priority
Collateral; provided, however, no proceeds of proceeds will
constitute Term Priority Collateral unless such proceeds of proceeds would
otherwise constitute Term Priority Collateral or are credited to the Asset
Sales Proceeds Account. For the avoidance of doubt, under no circumstances
shall Excluded Assets be Term Priority Collateral.


 


“Trade
Secret Licenses”: with respect to any Grantor, all written license
agreements of such Grantor providing for the grant by or to such Grantor of any
right under any trade secrets, including, without limitation, know how,
processes, formulae, compositions, designs, and confidential business and
technical information, and all rights of any kind whatsoever accruing thereunder
or pertaining thereto, other than agreements with any Person who is an
Affiliate or a Subsidiary of the Parent Borrower or such Grantor, subject, in
each case, to the terms of such license agreements, and the right to prepare
for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such licenses.


 


10

















 


“Trade
Secrets”:  with respect to any
Grantor, all of such Grantor’s right, title and interest in and to all United
States and foreign trade secrets, including, without limitation, know-how,
processes, formulae, compositions, designs, and confidential business and
technical information, and all rights of any kind whatsoever accruing
thereunder or pertaining thereto, including, without limitation, (i) all
income, royalties, damages and payments now and hereafter due and/or payable
with respect thereto, including, without limitation, payments under all
licenses, non-disclosure agreements and memoranda of understanding entered into
in connection therewith, and damages and payments for past or future
misappropriations thereof, and (ii) the right to sue or otherwise recover
for past, present or future misappropriations thereof.


 


“Trademark
Licenses”:  with respect to any
Grantor, all written license agreements of such Grantor providing for the grant
by or to such Grantor of any right under any trademarks, service marks, trade
names, trade dress or other indicia of trade origin or business identifiers,
and all rights of any kind whatsoever accruing thereunder or pertaining
thereto, other than agreements with any Person who is an Affiliate or a
Subsidiary of the Parent Borrower or such Grantor, including, without
limitation, the material license agreements listed on Schedule 5
hereto, subject, in each case, to the terms of such license agreements, and the
right to prepare for sale, sell and advertise for sale, all Inventory now or
hereafter covered by such licenses.


 


“Trademarks”:  with respect to any Grantor, all of such
Grantor’s right, title and interest in and to all United States and foreign
trademarks, service marks, trade names, trade dress or other indicia of trade
origin or business identifiers, trademark and service mark registrations, and
applications for trademark or service mark registrations (except for “intent to
use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and
until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and
1(d) of said Act has been filed, it being understood and agreed that the
carve out in this parenthetical shall be applicable only if and for so long as
a grant of a security interest in such intent to use application would
invalidate or otherwise jeopardize Grantor’s rights therein), and any renewals
thereof, including, without limitation, each registration and application
identified in Schedule 5 hereto, and including, without limitation,
(i) the right to sue or otherwise recover for any and all past, present
and future infringements or dilutions thereof, (ii) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including, without limitation, payments under all licenses entered
into in connection therewith, and damages and payments for past or future
infringements thereof), and (iii) all other rights corresponding thereto
and all other rights of any kind whatsoever of such Grantor accruing thereunder
or pertaining thereto in the United States, together in each case with the
goodwill of the business connected with the use of, and symbolized by, each
such trademark, service mark, trade name, trade dress or other indicia of trade
origin or business identifiers.


 


1.2 Other Definitional
Provisions. (a) The words “hereof”, “herein”,
“hereto” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, Schedule and Annex references
are to this Agreement unless otherwise specified.


 


(b)                                 The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such
terms.


 


11

















 


(c)                                  Where the context requires, terms relating to
the Collateral, Pledged Collateral or Security Collateral, or any part thereof,
when used in relation to a Granting Party shall refer to such Granting Party’s
Collateral, Pledged Collateral or Security Collateral or the relevant part thereof.


 


(d)                                 All references in this Agreement to any of
the property described in the definition of the term “Collateral” or “Pledged
Collateral”, or to any Proceeds thereof, shall be deemed to be references
thereto only to the extent the same constitute Collateral or Pledged
Collateral, respectively.


 


SECTION 2  GUARANTEE


 


2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the applicable Secured Parties, the prompt
and complete payment and performance by the Parent Borrower when due and
payable (whether at the stated maturity, by acceleration or otherwise) of the
Borrower Obligations of the Parent Borrower owed to the applicable Secured
Parties.


 


(b)                                 Anything herein or in any other Loan Document
to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder and under the other Loan Documents shall in no event exceed the
amount that can be guaranteed by such Guarantor under applicable law, including
applicable federal and state laws relating to the insolvency of debtors; provided
that, to the maximum extent permitted under applicable law, it is the intent of
the parties hereto that (x) the amount of the liability of any of the Guarantors
or any guarantee in respect of Indebtedness permitted pursuant to clause (b) of
subsection 8.2 of the Credit Agreement shall be reduced before the amount
of the liability of the respective Guarantor is reduced hereunder and (y) the
rights of contribution of each Guarantor provided in following subsection 2.2
be included as an asset of the respective Guarantor in determining the maximum
liability of such Guarantor hereunder.


 


(c)                                  Each Guarantor agrees that the Borrower
Obligations guaranteed by it hereunder may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of the Administrative Agent or any other Secured Party hereunder.


 


(d)                                 The guarantee contained in this Section 2
shall remain in full force and effect until the earlier to occur of (i) the
first date on which all the Loans, any Reimbursement Obligations, all other
Borrower Obligations then due and owing, and the obligations of each Guarantor
under the guarantee contained in this Section 2 then due and owing shall
have been satisfied by payment in full in cash, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that from
time to time during the term of the Credit Agreement the Parent Borrower may be
free from any Borrower Obligations, or (ii) as to any Guarantor, the sale
or other disposition of all of the Capital Stock of such Guarantor (to a Person
other than CCMGC, the Parent Borrower or a Subsidiary of either) as permitted
under the Credit Agreement.


 


12

















 


(e)                                  No payment made by the Parent Borrower, any
of the Guarantors, any other guarantor or any other Person or received or
collected by the Administrative Agent or any other Secured Party from the
Parent Borrower, any of the Guarantors, any other guarantor or any other Person
by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
any of the Borrower Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor
in respect of the Borrower Obligations or any payment received or collected
from such Guarantor in respect of any of the Borrower Obligations), remain
liable for the Borrower Obligations of the Parent Borrower guaranteed by it
hereunder up to the maximum liability of such Guarantor hereunder until the
earlier to occur of (i) the first date on which all the Loans, any
Reimbursement Obligations, and all other Borrower Obligations then due and
owing, are paid in full in cash, no Letter of Credit shall be outstanding  (except for Letters of Credit that have been
cash collateralized in a manner satisfactory to the Issuing Lender) and the
Commitments are terminated or (ii) the sale or other disposition of all of
the Capital Stock of such Guarantor (to a Person other than CCMGC, the Parent
Borrower or a Subsidiary of either) as permitted under the Credit Agreement.


 


2.2 Right of Contribution.
Each Guarantor hereby agrees that to the extent that a Guarantor shall have
paid more than its proportionate share (based, to the maximum extent permitted
by law, on the respective Adjusted Net Worths of the Guarantors on the date the
respective payment is made) of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other
Guarantor hereunder that has not paid its proportionate share of such payment. Each
Guarantor’s right of contribution shall be subject to the terms and conditions
of subsection 2.3. The provisions of this subsection 2.2 shall in no
respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent and the other Secured Parties, and each Guarantor shall
remain liable to the Administrative Agent and the other Secured Parties for the
full amount guaranteed by such Guarantor hereunder.


 


2.3 No Subrogation. Notwithstanding
any payment made by any Guarantor hereunder or any set-off or application of
funds of any Guarantor by the Administrative Agent or any other Secured Party,
no Guarantor shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any other Secured Party against the Parent Borrower or
any other Guarantor or any collateral security or guarantee or right of offset
held by the Administrative Agent or any other Secured Party for the payment of
the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek
any contribution or reimbursement from the Parent Borrower or any other
Guarantor in respect of payments made by such Guarantor hereunder, until all
amounts owing to the Administrative Agent and the other Secured Parties by the
Parent Borrower on account of the Borrower Obligations are paid in full in
cash, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Borrower Obligations shall not
have been paid in full in cash or any Letter of Credit shall remain outstanding
(and shall not have been cash collateralized in a manner satisfactory to the
Issuing Lender) or any of the Commitments shall remain in effect, such amount
shall be held by such Guarantor in trust for the Administrative Agent and the
other Secured Parties, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Administrative
Agent in the exact form received by such Guarantor (duly indorsed by


 


13

















 


such Guarantor to the
Administrative Agent if required), to be held as collateral security for all of
the Borrower Obligations (whether matured or unmatured) guaranteed by such
Guarantor and/or then or at any time thereafter may be applied against any
Borrower Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.


 


2.4 Amendments, etc. with
respect to the Obligations. To the maximum extent permitted by law, each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Collateral Agent, the Administrative Agent or any other
Secured Party may be rescinded by the Collateral Agent, the Administrative
Agent or such other Secured Party and any of the Borrower Obligations
continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, waived, modified, accelerated,
compromised, subordinated, waived, surrendered or released by the Collateral
Agent, the Administrative Agent or any other Secured Party, and the Credit
Agreement and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, waived, modified,
supplemented or terminated, in whole or in part, as the Collateral Agent or the
Administrative Agent (or the Required Lenders or the applicable Lenders(s), as
the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Collateral Agent, the Administrative Agent or any other Secured Party for the
payment of any of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. None of the Collateral Agent, the Administrative Agent
and each other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for any of the
Borrower Obligations or for the guarantee contained in this Section 2 or
any property subject thereto, except to the extent required by applicable law.


 


2.5 Guarantee Absolute
and Unconditional. Each Guarantor waives, to the maximum extent permitted
by applicable law, any and all notice of the creation, renewal, extension or
accrual of any of the Borrower Obligations and notice of or proof of reliance
by the Collateral Agent, the Administrative Agent or any other Secured Party
upon the guarantee contained in this Section 2 or acceptance of the
guarantee contained in this Section 2; each of the Borrower Obligations,
and any obligation contained therein, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings
between the Parent Borrower and any of the Guarantors, on the one hand, and the
Collateral Agent, the Administrative Agent and the other Secured Parties, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 2. Each
Guarantor waives, to the maximum extent permitted by applicable law, diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Parent Borrower or any of the other Guarantors with respect to any
of the Borrower Obligations. Each Guarantor understands and agrees, to the
extent permitted by law, that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment and not of collection. Each Guarantor hereby waives, to the maximum
extent permitted by applicable law, any and all defenses (other than any suit
for breach of a contractual provision of any of the Loan Documents) that it may have
arising out of or in connection with any and all of


 


14

















 


the following:  (a) the validity or enforceability of
the Credit Agreement or any other Loan Document, any of the Borrower
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Collateral Agent, the Administrative Agent or any other Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) that may at any time be available to or be asserted by the
Parent Borrower against the Collateral Agent, the Administrative Agent or any
other Secured Party, (c) any change in the time, place, manner or place of
payment, amendment, or waiver or increase in any of the Obligations, (d) any
exchange, taking, or release of Security Collateral, (e) any change in the
structure or existence of the Parent Borrower, (f) any application of
Security Collateral to any of the Obligations, (g) any law, regulation or
order of any jurisdiction, or any other event, affecting any term of any
Obligation or the rights of the Collateral Agent, the Administrative Agent or
any other Secured Party with respect thereto, including, without limitation: (i) the
application of any such law, regulation, decree or order, including any prior
approval, which would prevent the exchange of any currency (other than Dollars)
for Dollars or the remittance of funds outside of such jurisdiction or the
unavailability of Dollars in any legal exchange market in such jurisdiction in
accordance with normal commercial practice, (ii) a declaration of banking
moratorium or any suspension of payments by banks in such jurisdiction or the
imposition by such jurisdiction or any Governmental Authority thereof of any
moratorium on, the required rescheduling or restructuring of, or required  approval of payments on, any indebtedness in
such jurisdiction, (iii) any expropriation, confiscation, nationalization
or requisition by such country or any Governmental Authority that directly or
indirectly deprives the Parent Borrower of any assets or their use, or of the
ability to operate its business or a material part thereof, or (iv) any
war (whether or not declared), insurrection, revolution, hostile act, civil
strife or similar events occurring in such jurisdiction which has the same
effect as the events described in clause (i), (ii) or (iii) above (in
each of the cases contemplated in clauses (i) through (iv) above, to
the extent occurring or existing on or at any time after the date of this
Agreement), or (h) any other circumstance whatsoever (other than payment
in full in cash of the Borrower Obligations guaranteed by it hereunder) (with
or without notice to or knowledge of the Parent Borrower or such Guarantor)
that constitutes, or might be construed to constitute, an equitable or legal
discharge of the Parent Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee contained in this Section 2, in bankruptcy
or in any other instance. When making any demand hereunder or otherwise
pursuing its rights and remedies hereunder against any Guarantor, the
Collateral Agent, the Administrative Agent and any other Secured Party may, but
shall be under no obligation to, make a similar demand on or otherwise pursue
such rights and remedies as it may have against the Parent Borrower, any
other Guarantor or any other Person or against any collateral security or
guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder
or any right of offset with respect thereto, and any failure by the Collateral
Agent, the Administrative Agent or any other Secured Party to make any such
demand, to pursue such other rights or remedies or to collect any payments from
the Parent Borrower, any other Guarantor or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Parent Borrower, any other Guarantor or any other
Person or any such collateral security, guarantee or right of offset, shall not
relieve any Guarantor of any obligation or liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Collateral Agent, the Administrative Agent or any
other


 


15

















 


Secured Party against any
Guarantor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.


 


2.6 Reinstatement. The
guarantee of any Guarantor contained in this Section 2 shall continue to
be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations
guaranteed by such Guarantor hereunder is rescinded or must otherwise be
restored or returned by the Collateral Agent, the Administrative Agent or any
other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Parent Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Parent Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such
payments had not been made.


 


2.7 Payments. Each
Guarantor hereby guarantees that payments hereunder will be paid to the
Administrative Agent without set-off or counterclaim, in Dollars (or in the
case of any amount required to be paid in any other currency pursuant to the
requirements of the Credit Agreement or other agreement relating to the
respective Obligations, such other currency), at the Administrative Agent’s
office specified in subsection 11.2 of the Credit Agreement or such other
address as may be designated in writing by the Administrative Agent to
such Guarantor from time to time in accordance with subsection 11.2 of the
Credit Agreement. 


 


SECTION 3  GRANT OF SECURITY INTEREST


 


3.1 Grant. Each
Grantor hereby grants, subject to existing licenses to use the Copyrights,
Patents, Trademarks and Trade Secrets granted by such Grantor in the ordinary
course of business, to the Collateral Agent, for the ratable benefit of the
Secured Parties (subject to the priority of the Euro MTN Lien to the extent
provided by the Euro MTN Fiscal Agency Agreement or the Euro MTNs), a security
interest in all of the Collateral of such Grantor, as collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of such Grantor,
except as provided in subsection 3.3. The term “Collateral”, as to
any Grantor, means the following property (wherever located) now owned or at
any time hereafter acquired by such Grantor or in which such Grantor now has or
at any time in the future may acquire any right, title or interest, except
as provided in subsection 3.3:


 


(a)                                  all Accounts; 


 


(b)                                 all Accounts Receivable;


 


(c)                                  all Money (including all cash);


 


(d)                                 all Cash Equivalents;


 


(e)                                  all Chattel Paper;


 


(f)                                    all Contracts (including contracts with any “qualified
intermediaries” with respect to the HERC LKE Program);


 


16

















 


(g)                                 all Deposit Accounts (including DDAs);


 


(h)                                 all Documents;


 


(i)                                     all Equipment;


 


(j)                                     all General Intangibles;


 


(k)                                  all Instruments;


 


(l)                                     all insurance proceeds;


 


(m)                               all Intellectual Property;


 


(n)                                 all Inventory;


 


(o)                                 all Investment Property;


 


(p)                                 all Letter of Credit Rights;


 


(q)                                 all Rental Equipment;


 


(r)                                    all Vehicles (other than Rental Car
Vehicles); 


 


(s)                                  all Fixtures;


 


(t)                                    all Commercial Tort Claims constituting
Commercial Tort Actions described in Schedule 7 (together with any
Commercial Tort Actions subject to a further writing provided in accordance
with subsection 5.2.12);


 


(u)                                 all books and records pertaining to any of
the foregoing;


 


(v)                                 the Collateral Proceeds Account; and


 


(w)                               to the extent not otherwise included, all
Proceeds and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing;


 


provided that, in the case of each Grantor, Collateral shall
not include any Pledged Collateral, or any property or assets specifically
excluded from Pledged Collateral (including any Capital Stock of any Foreign
Subsidiary in excess of 65% of any series of such stock).


 


3.2 Pledged Collateral.
Each Granting Party that is a Pledgor, hereby grants to the Collateral Agent,
for the ratable benefit of the Secured Parties (subject to the priority of the
Euro MTN Lien to the extent provided by the Euro MTN Fiscal Agency Agreement or
Euro MTNs), a security interest in all of the Pledged Collateral of such
Pledgor now owned or at any time hereafter acquired by such Pledgor, and any
Proceeds thereof, as collateral security for the prompt and complete
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations of such Pledgor, except as provided in subsection 3.3.


 


17

















 


3.3 Certain Limited
Exceptions. No security interest is or will be granted pursuant hereto in
any right, title or interest of any Granting Party under or in (collectively,
the “Excluded Assets”):


 


(a)                                  any Instruments, Contracts, Chattel Paper,
General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses or
other contracts or agreements with or issued by Persons other than CCMCG, a Subsidiary
of CCMGC or an Affiliate thereof, (collectively, “Restrictive Agreements”)
that would otherwise be included in the Security Collateral (and such
Restrictive Agreements shall not be deemed to constitute a part of the
Security Collateral) for so long as, and to the extent that, the granting of
such a security interest pursuant hereto would result in a breach, default or
termination of such Restrictive Agreements (in each case, except to the extent
that, pursuant to the Code or other applicable law, the granting of security
interests therein can be made without resulting in a breach, default or
termination of such Restrictive Agreements);


 


(b)                                 any Equipment that would otherwise be
included in the Security Collateral (and such Equipment shall not be deemed to
constitute a part of the Security Collateral) if such Equipment is subject
to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but
only for so long as such Liens are in place);


 


(c)                                  any property that would otherwise be included
in the Security Collateral (and such property shall not be deemed to constitute
a part of the Security Collateral) if such property has been sold or
otherwise transferred in connection with a Special Purpose Financing or a Sale
and Leaseback Transaction permitted under subsection 8.12 of the Credit
Agreement, or is subject to any Liens permitted under subsection 8.3(n) of
the Credit Agreement. Notwithstanding the foregoing, the security interest of
the Collateral Agent shall attach to any money, securities or other
consideration received by any Grantor as consideration for the sale or other
disposition of such property; 


 


(d)                                 Capital Stock which is specifically excluded
from the definition of Pledged Stock by virtue of the proviso contained in the
parenthetical to such definition; 


 


(e)                                  Vehicle Rental Concession Rights;


 


(f)                                    for the avoidance of doubt, any Deposit
Account and any Money, cash, checks, other negotiable instrument, funds and
other evidence of payment therein held by any ‘qualified intermediary’ in connection
with the HERC LKE Program or Rental Car LKE Program; 


 


(g)                                 any Money, cash, checks, other negotiable
instrument, funds and other evidence of payment held in any Deposit Account of
the Parent Borrower or any of its Subsidiaries (i) for the benefit of
customers of Hertz Claim Management Corporation or any of its Subsidiaries in
the ordinary course of business and (ii) in the nature of security deposit
with respect to obligations for the benefit of the Parent Borrower or any of
its Subsidiaries, which must be held for or returned to the applicable
counterparty under applicable law or pursuant to Contractual Obligations; or


 


18

















 


(h)                                 any property that would otherwise be included
in the Security Collateral (and such property shall not be deemed to constitute
a part of the Security Collateral) if such property is subject to other
Liens permitted by subsection 8.3(t)(i) of the Credit Agreement.


 


3.4 Intercreditor Relations. Notwithstanding
anything herein to the contrary, it is the understanding of the parties that
the Liens granted pursuant to subsection 3.1 herein shall with respect to
all Security Collateral other than Term Priority Collateral, prior to the
Discharge of ABL Obligations (as defined in the Intercreditor Agreement), be
subject and subordinate to the Liens granted to the ABL Collateral Agent for
the benefit of the holders of the ABL Obligations to secure the ABL Obligations
pursuant to the ABL Guarantee and Collateral Agreement. Notwithstanding anything
herein to the contrary, the Liens and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control. Notwithstanding any other provision hereof,
for so long as any ABL Obligations remain outstanding, any obligation hereunder
to physically deliver to the Collateral Agent any Security Collateral
constituting ABL Priority Collateral shall be satisfied by causing such ABL
Priority Collateral to be physically delivered to the ABL Collateral Agent to
be held in accordance with the Intercreditor Agreement. 


 


SECTION 4  REPRESENTATIONS AND WARRANTIES


 


4.1 Representations and
Warranties of Each Guarantor. To induce the Collateral Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective extensions of credit to the Parent Borrower thereunder, each
Guarantor hereby represents and warrants to the Collateral Agent and each other
Secured Party that the representations and warranties set forth in Section 5
of the Credit Agreement as they relate to such Guarantor or to the Loan
Documents to which such Guarantor is a party, each of which representations and
warranties is hereby incorporated herein by reference, are true and correct in
all material respects, and the Collateral Agent and each other Secured Party
shall be entitled to rely on each of such representations and warranties as if
fully set forth herein; provided that each reference in each such
representation and warranty to the Parent Borrower’s knowledge shall, for the
purposes of this subsection 4.1, be deemed to be a reference to such
Guarantor’s knowledge.


 


4.2 Representations and
Warranties of Each Grantor. To induce the Collateral Agent and the Lenders
to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Parent Borrower thereunder, each Grantor
hereby represents and warrants to the Collateral Agent and each other Secured
Party that, in each case after giving effect to the Transactions:


 


4.2.1                        Title; No Other Liens. Except for the security interests granted
to the Collateral Agent for the ratable benefit of the Secured Parties pursuant
to this Agreement and the other Liens permitted to exist on such Grantor’s
Collateral by the Credit Agreement (including, without limitation, subsection 8.3
thereof), such Grantor owns each item of such Grantor’s Collateral free and
clear of any and all Liens. Except as set forth on Schedule 3, no
currently


 


19

















 


effective financing
statement or other similar public notice with respect to all or any part of
such Grantor’s Collateral is on file or of record in any public office, except
such as have been filed in favor of the Collateral Agent for the ratable
benefit of the Secured Parties pursuant to this Agreement or as are permitted
by the Credit Agreement (including without limitation subsection 8.3
thereof) or any other Loan Document or for which termination statements will be
delivered on the Closing Date.


 


4.2.2                        Perfected First Priority Liens. (a) This Agreement is effective to
create, as collateral security for the Obligations of such Grantor, valid and
enforceable Liens on such Grantor’s Security Collateral in favor of the
Collateral Agent for the benefit of the Secured Parties, except as
enforceability may be affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditor’s rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.


 


(b)                                 Except with regard to (i) Liens (if any)
on Specified Assets and (ii) any rights in favor of the United States
government as required by law (if any), upon the completion of the Filings and,
with respect to Instruments, Chattel Paper and Documents upon the earlier of
such Filing or the delivery to and continuing possession by the Collateral
Agent or the ABL Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a
security interest in which is perfected by possession, and the obtaining and
maintenance of “control” (as described in the Code) by the Collateral Agent,
the Administrative Agent or the ABL Administrative Agent, as applicable (or
their respective agents appointed for purposes of perfection), in accordance
with the Intercreditor Agreement of all Deposit Accounts, the Collateral
Proceeds Account, Electronic Chattel Paper and Letter of Credit Rights a
security interest in which is perfected by “control” and in the case of
Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7
on the date of this Agreement), the taking of the actions required by subsection 5.2.12
herein, the Liens created pursuant to this Agreement will constitute valid
Liens on and (to the extent provided herein) perfected security interests in
such Grantor’s Security Collateral in favor of the Collateral Agent for the
benefit of the Secured Parties, and will be prior to all other Liens of all
other Persons other than Permitted Liens, and enforceable as such as against
all other Persons other than Ordinary Course Transferees, except to the extent
that the recording of an assignment or other transfer of title to the
Collateral Agent or the recording of other applicable documents in the United
States Patent and Trademark Office or United States Copyright Office may be
necessary for perfection or enforceability, and except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law) or by an implied covenant of good faith and fair dealing. As
used in this subsection 4.2.2(b), the following terms shall have the
following meanings:


 


“Filings”:  the filing or recording of (i) the
Financing Statements as set forth in Schedule 3, (ii) this
Agreement or a notice thereof with respect to Intellectual Property as set
forth in Schedule 3, (iii) the recordation on the certificate
of title related thereto of each Lien granted in favor of the Collateral Agent
hereunder on Rental Equipment,


 


20

















 


subject to certificate of title statutes, and
(iv) any filings after the Closing Date in any other jurisdiction as may be
necessary under any Requirement of Law.


 


“Financing Statements”:  the financing statements delivered to the
Collateral Agent by such Grantor on the Closing Date for filing in the
jurisdictions listed in Schedule 4.


 


“Ordinary Course
Transferees”:  (i) with respect
to goods only, buyers in the ordinary course of business and lessees in the
ordinary course of business to the extent provided in Section 9-320(a) and
9-321 of the Uniform Commercial Code as in effect from time to time in the
relevant jurisdiction, (ii) with respect to general intangibles only,
licensees in the ordinary course of business to the extent provided in Section 9-321
of the Uniform Commercial Code as in effect from time to time in the
relevant jurisdiction and (iii) any other Person who is entitled to take
free of the Lien pursuant to the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction.


 


“Permitted Liens”:  Liens permitted pursuant to the Credit
Documents, including without limitation those permitted to exist pursuant to
subsection 8.3 of the Credit Agreement.


 


“Specified Assets”:  the following property and assets of such
Grantor:


 


(1)  Patents, Patent
Licenses, Trademarks and Trademark Licenses to the extent that (a) Liens
thereon cannot be perfected by the filing of financing statements under the Uniform Commercial
Code or by the filing and acceptance thereof in the United States Patent and
Trademark Office (including Liens on such Patents, Patent Licenses, Trademarks
and Trademark Licenses that are non-U.S. Patents, Patent Licenses, Trademarks
and Trademark Licenses) or (b) such Patents, Patent Licenses, Trademarks
and Trademark Licenses are not, individually or in the aggregate, material to
the business of the Parent Borrower and its Subsidiaries taken as a whole;


 


(2)  Copyrights and
Copyright Licenses with respect thereto and Accounts or receivables arising
therefrom to the extent that the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction is not applicable to the creation or
perfection of Liens thereon;


 


(3)  Collateral for
which the perfection of Liens thereon requires filings in or other actions
under the laws of jurisdictions outside of the United States of America, any
State, territory or dependency thereof or the District of Columbia;


 


(4)  goods included in
Collateral received by any Person from any Grantor for “sale or return” within
the meaning of Section 2-326 of the Uniform Commercial Code of the
applicable jurisdiction, to the extent of claims of creditors of such Person; 


 


(5)  Equipment
constituting Fixtures (other than any such Equipment subject to a Mortgage); 


 


21

















 


(6)  Proceeds of
Accounts or Inventory which do not themselves constitute Collateral or which
have not yet been transferred to or deposited in the Collateral Proceeds
Account (if any) or to a Blocked Account; and


 


(7)  uncertificated
securities (to the extent a security interest is not perfected by the filing of
a financing statement). 


 


4.2.3                        Jurisdiction of Organization. On the date hereof, such Grantor’s
jurisdiction of organization is specified on Schedule 4.


 


4.2.4                        Farm Products. None of such Grantor’s Collateral
constitutes, or is the Proceeds of, Farm Products.


 


4.2.5                        Accounts Receivable. The amounts represented by such Grantor to
the Administrative Agent or the other Secured Parties from time to time as
owing by each account debtor or by all account debtors in respect of such
Grantor’s Accounts Receivable constituting Security Collateral will at such
time be the correct amount, in all material respects, actually owing by such account
debtor or debtors thereunder, except to the extent that appropriate reserves
therefor have been established on the books of such Grantor in accordance with
GAAP. Unless otherwise indicated in writing to the Administrative Agent, each
Account Receivable of such Grantor arises out of a bona fide sale and delivery
of goods or rendition of services by such Grantor. Such Grantor has not given
any account debtor any deduction in respect of the amount due under any such
Account, except in the ordinary course of business or as such Grantor may otherwise
advise the Administrative Agent in writing.


 


4.2.6                        Patents, Copyrights and Trademarks. Schedule 5 lists all material
Trademarks, material Copyrights and material Patents, in each case, registered
in the United States Patent and Trademark Office or the United States Copyright
Office or other equivalent foreign office, as applicable, and owned by such
Grantor in its own name as of the date hereof, and all material Trademark
Licenses, all material Copyright Licenses and all material Patent Licenses
(including, without limitation, material Trademark Licenses for registered
Trademarks, material Copyright Licenses for registered Copyrights and material
Patent Licenses for registered Patents) owned by such Grantor in its own name
as of the date hereof.


 


4.3 Representations and
Warranties of Each Pledgor. To induce the Collateral Agent, the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Parent
Borrower thereunder, each Pledgor hereby represents and warrants to the
Collateral Agent and each other Secured Party that:


 


4.3.1                        Except as provided in subsection 3.3,
the shares of Pledged Stock pledged by such Pledgor hereunder constitute (i) in
the case of shares of a Domestic Subsidiary, all the issued and outstanding
shares of all classes of the Capital Stock of such Domestic Subsidiary owned by
such Pledgor and (ii) in the case of any Pledged Stock constituting
Capital Stock of any Foreign Subsidiary, such percentage (not more than 65%) as
is specified on Schedule 2 of all the issued and outstanding shares of all
classes of the Capital Stock of each such Foreign Subsidiary owned by such
Pledgor.


 


22

















 


4.3.2                        All the shares of the Pledged Stock pledged
by such Pledgor hereunder have been duly and validly issued and are fully paid
and nonassessable (or the equivalent, if any, under applicable foreign law).


 


4.3.3                        Such Pledgor is the record and beneficial
owner of, and has good title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any
other Person, except the security interest created by this Agreement and Liens
arising by operation of law or permitted by the Credit Agreement.


 


4.3.4                        Upon the delivery to the Collateral Agent, or
the ABL Collateral Agent, as applicable, in accordance with the Intercreditor
Agreement, of the certificates evidencing the Pledged Securities held by such
Pledgor together with executed undated stock powers or other instruments of
transfer, the security interest created in such Pledged Securities constituting
certificated securities by this Agreement, assuming the continuing possession
of such Pledged Securities by the Collateral Agent or the ABL Collateral Agent,
as applicable, in accordance with the Intercreditor Agreement, will constitute
a valid, perfected first priority (subject, in terms of priority only, to the
priority of the Euro MTN Lien, to the extent provided by the Euro MTN Fiscal
Agency Agreement or the Euro MTNs, and the Lien of the ABL Collateral Agent)
security interest in such Pledged Securities to the extent provided in and
governed by the Code, enforceable in accordance with its terms against all
creditors of such Pledgor and any Persons purporting to purchase such Pledged
Securities from such Pledgor, except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.


 


4.3.5                        Upon the earlier of (x) (to the extent a security
interest in uncertificated securities may be perfected by the filing of a
financing statement) the filing of the financing statements listed on Schedule 3
hereto and (y) the obtaining and maintenance of “control” (as described in the
Code) by the Collateral Agent or the ABL Collateral Agent (or their respective
agents appointed for purposes of perfection), as applicable, in accordance with
the Intercreditor Agreement, of all Pledged Securities that constitute
uncertificated securities, the security interest created by this Agreement in
such Pledged Securities that constitute uncertificated securities, will
constitute a valid, perfected first priority (subject, in terms of priority
only, to the priority of the Euro MTN Lien, to the extent provided by the Euro
MTN Fiscal Agency Agreement or the Euro MTNs, and the Lien of the ABL
Collateral Agent) security interest in such Pledged Securities constituting
uncertificated securities, enforceable in accordance with its terms against all
creditors of such Pledgor and any persons purporting to purchase such Pledged
Securities from such Pledgor, to the extent provided in and governed by the
Code, except as enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


23

















 


SECTION 5  COVENANTS


 


5.1 Covenants of Each
Guarantor. Each Guarantor covenants and agrees with the Collateral Agent
and the other Secured Parties that, from and after the date of this Agreement
until the earlier to occur of (i) the date upon which the Loans, any
Reimbursement Obligations, and all other Obligations then due and owing, shall
have been paid in full in cash, no Letter of Credit shall be outstanding
(except for Letters of Credit that have been cash collateralized in a manner satisfactory
to the Issuing Lender) and the Commitments shall have terminated or (ii) as
to any Guarantor, the date upon which all the Capital Stock of such Guarantor
shall have been sold or otherwise disposed of (to a Person other than CCMGC,
the Parent Borrower or a Subsidiary of either) in accordance with the terms of
the Credit Agreement, such Guarantor shall take, or shall refrain from taking,
as the case may be, each action that is necessary to be taken or not
taken, as the case may be, so that no Default or Event of Default is
caused by the failure to take such action or to refrain from taking such action
by such Guarantor or any of its Subsidiaries. 


 


5.2 Covenants of Each
Grantor. Each Grantor covenants and agrees with the Collateral Agent and
the other Secured Parties that, from and after the date of this Agreement until
the earlier to occur of (i) the date upon which the Loans, any
Reimbursement Obligations and all other Obligations then due and owing shall
have been paid in full in cash, no Letter of Credit shall be outstanding
(except for Letters of Credit that have been cash collateralized in a manner
satisfactory to the Issuing Lender) and the Commitments shall have terminated
or (ii) as to any Grantor, the date upon which all the Capital Stock of
such Grantor shall have been sold or otherwise disposed of (to a Person other
than CCMGC, the Parent Borrower or a Subsidiary of either) in accordance with
the terms of the Credit Agreement:


 


5.2.1                        Delivery of Instruments and Chattel Paper. If any amount payable under or in
connection with any of such Grantor’s Collateral shall be or become evidenced
by any Instrument or Chattel Paper, such Grantor shall (except as provided in
the following sentence) be entitled to retain possession of all Collateral of such
Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such
Collateral in trust for the Collateral Agent, for the ratable benefit of the
Secured Parties. In the event that an Event of Default shall have occurred and
be continuing, upon the request of the Collateral Agent or the ABL Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement, such
Instrument or Chattel Paper (other than ordinary course rental contracts for
Rental Equipment and Vehicles) shall be promptly delivered to the Collateral
Agent or the ABL Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement, duly indorsed in a manner satisfactory to the
Collateral Agent or the ABL Collateral Agent, as applicable, in accordance with
the Intercreditor Agreement, to be held as Collateral pursuant to this
Agreement. Such Grantor shall not permit any other Person to possess any such
Collateral at any time other than in connection with any sale or other
disposition of such Collateral in a transaction permitted by the Credit
Agreement.


 


5.2.2                        Maintenance of Insurance. Such Grantor will maintain with financially
sound and reputable insurance companies insurance on all property material to
the business of the Parent Borrower and its Subsidiaries, taken as a whole, in
at least such amounts and against at least such risks (but including in any
event public liability, product liability and business interruption) as are
consistent with the past practices of the Parent Borrower and its Subsidiaries


 


24

















 


and otherwise as are usually
insured against in the same general area by companies engaged in the same or a
similar business; furnish to the Collateral Agent, upon written request,
information in reasonable detail as to the insurance carried; and ensure that
at all times the Collateral Agent and the other Secured Parties shall be named
as additional insureds with respect to liability policies and the Collateral
Agent shall be named loss payee with respect to the casualty insurance
maintained by such Grantor with respect to such Grantor’s Collateral.


 


5.2.3                        Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all material taxes, assessments and governmental charges
or levies imposed upon such Grantor’s Collateral or in respect of income or
profits therefrom, as well as all material claims of any kind (including,
without limitation, material claims for labor, materials and supplies) against
or with respect to such Grantor’s Collateral, except that no such tax,
assessment, charge or levy need be paid or satisfied if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of such Grantor.


 


5.2.4                        Maintenance of Perfected Security Interest;
Further Documentation. (a) Such
Grantor shall maintain the security interest created by this Agreement in such
Grantor’s Collateral as a perfected security interest having at least the
priority described in subsection 4.2.2 and shall defend such security
interest against the claims and demands of all Persons whomsoever.


 


(b)                                 Such Grantor will furnish to the Collateral
Agent from time to time statements and schedules further identifying and
describing such Grantor’s Collateral and such other reports in connection with
such Grantor’s Collateral as the Collateral Agent may reasonably request
in writing, all in reasonable detail.


 


(c)                                  At any time and from time to time, upon the
written request of the Collateral Agent, and at the sole expense of such
Grantor, such Grantor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted by such
Grantor, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code (or other
similar laws) in effect in any jurisdiction with respect to the security
interests created hereby.


 


5.2.5                        Changes in Name, Jurisdiction of
Organization, etc. Such Grantor
will not, except upon not less than 30 days’ prior written notice to the
Collateral Agent, change its name or jurisdiction of organization (whether by
merger of otherwise); provided that, promptly after receiving a written
request therefor from the Collateral Agent, such Grantor shall deliver to the
Collateral Agent all additional financing statements and other documents
reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests as and to the extent provided
for herein.


 


5.2.6                        Notices. Such Grantor will advise the Administrative Agent promptly, in
reasonable detail, of:


 


25

















 


(a)                                  any Lien (other than security interests
created hereby or Liens permitted under the Credit Agreement) on any of such
Grantor’s Collateral which would materially adversely affect the ability of the
Collateral Agent to exercise any of its remedies hereunder; and


 


(b)                                 the occurrence of any other event which would
reasonably be expected to have a material adverse effect on the security
interests created hereby.


 


5.2.7                        Pledged Stock. In the case of each Grantor that is an
Issuer, such Issuer agrees that (i) it will be bound by the terms of this
Agreement relating to the Pledged Stock issued by it and will comply with such
terms insofar as such terms are applicable to it, (ii) it will notify the
Collateral Agent promptly in writing of the occurrence of any of the events
described in subsection 5.3.1 with respect to the Pledged Stock issued by
it and (iii) the terms of subsections 6.3(c) and 6.7 shall apply to
it, mutatis  mutandis, with respect to all actions that may be
required of it pursuant to subsection 6.3(c) or 6.7 with respect to
the Pledged Stock issued by it.


 


5.2.8                        Accounts Receivable. (a) With respect to Accounts
Receivable constituting Collateral, other than in the ordinary course of
business or as permitted by the Loan Documents, such Grantor will not (i) grant
any extension of the time of payment of any of such Grantor’s Accounts
Receivable, (ii) compromise or settle any such Account Receivable for less
than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account Receivable, (iv) allow any
credit or discount whatsoever on any such Account Receivable or (v) amend,
supplement or modify any Account Receivable unless such extensions,
compromises, settlements, releases, credits or discounts would not reasonably
be expected to materially adversely affect the value of the Accounts Receivable
constituting Collateral taken as a whole.


 


(b)                                 Such Grantor will deliver to the Collateral
Agent a copy of each material demand, notice or document received by it that
questions or calls into doubt the validity or enforceability of more than 10%
of the aggregate amount of the then outstanding Accounts Receivable.


 


5.2.9                        Maintenance of Records. Such Grantor will keep and maintain at its
own cost and expense reasonably satisfactory and complete records of its
Collateral, including, without limitation, a record of all payments received
and all credits granted with respect to such Collateral, and shall mark such
records to evidence this Agreement and the Liens and the security interests
created hereby. 


 


5.2.10                  Acquisition of Intellectual Property. Within 90 days after the end of each
calendar year, such Grantor will notify the Collateral Agent of any acquisition
by such Grantor of (i) any registration of any material Copyright, Patent
or Trademark or (ii) any exclusive rights under a material Copyright
License, Patent License or Trademark License constituting Collateral, and shall
take such actions as may be reasonably requested by the Collateral Agent
(but only to the extent such actions are within such Grantor’s control) to
perfect the security interest granted to the Collateral Agent and the other
Secured Parties therein, to the extent provided herein in respect of any
Copyright, Patent or Trademark constituting Collateral on the date hereof, by
(x) the execution and delivery of an amendment or supplement to this Agreement


 


26

















 


(or amendments to any such
agreement previously executed or delivered by such Grantor) and/or (y) the
making of appropriate filings (I) of financing statements under the Uniform Commercial
Code of any applicable jurisdiction and/or (II) in the United States Patent and
Trademark Office, or with respect to Copyrights and Copyright Licenses, another
applicable United States office).


 


5.2.11                  Protection of Trade Secrets. Such Grantor shall take all steps which it
deems commercially reasonable to preserve and protect the secrecy of all
material Trade Secrets of such Grantor.


 


5.2.12                  Commercial Tort Actions. All Commercial Tort Actions of each Grantor in
existence on the date of this Agreement, known to such Grantor after reasonable
inquiry, are described in Schedule 7 hereto. If any Grantor shall at any
time after the date of this Agreement acquire a Commercial Tort Action, such
Grantor shall promptly notify the Collateral Agent and the Administrative Agent
thereof in a writing signed by such Grantor and describing the details thereof
and shall grant to the Collateral Agent and the Administrative Agent in such
writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to the Collateral Agent and the Administrative Agent


 


5.2.13                  Deposit Accounts; Etc. Such Grantor shall take, or refrain from
taking, as the case may be, each action that is necessary to be taken or
not taken, as the case maybe, so that no breach of subsection 4.16 of the
Credit Agreement is caused by the failure to take such action or to refrain
from taking such action by such Grantor or any of its Subsidiaries.


 


5.2.14                  Protection of Trademarks. Such Grantor
shall not, with respect to any Trademarks that are material to the business of
any Grantor, cease the use of any of such Trademarks or fail to maintain the
level of the quality of products sold and services rendered under any of such
Trademark at a level at least substantially consistent with the quality of such
products and services as of the date hereof, and each Grantor shall take all
steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality.


 


5.2.15                  Protection of Intellectual Property. Subject to the Credit Agreement, such
Grantor shall not do any act or omit to do any act whereby any of the
Intellectual Property which is material to the business of Grantor may lapse,
expire, or become abandoned, or unenforceable. 


 


5.2.16                  Assignment of Letter of Credit Rights. In the case of any Letter of Credit Rights
of any Grantor in any letter of credit exceeding $5,000,000 in value acquired
following the Closing Date, such Grantor shall use its commercially reasonable
efforts to promptly obtain the consent of the issuer thereof and any nominated
person thereon to the assignment of the proceeds of the related letter of
credit in accordance with Section 5-114(c) of the UCC, pursuant to an
agreement in form and substance reasonably satisfactory to the
Administrative Agent. 


 


5.3 Covenants of Each
Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and
the other Secured Parties that, from and after the date of this Agreement until
the earlier to occur of (i) the Loans, any Reimbursement Obligations, and
all other Obligations then due and owing shall have been paid in full in cash,
no Letter of Credit shall be outstanding (except for Letters of Credit that
have been cash collateralized in a manner


 


27

















 


satisfactory to the Issuing
Lender) and the Commitments shall have terminated or (ii) as to any
Pledgor, all the Capital Stock of such Pledgor shall have been sold or
otherwise disposed of (to a Person other than CCMGC, the Parent Borrower or a
Subsidiary of either) as permitted under the terms of the Credit Agreement:


 


5.3.1                        Additional Shares. If such Pledgor shall, as a result of its
ownership of its Pledged Stock, become entitled to receive or shall receive any
stock certificate (including, without limitation, any stock certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), stock option or similar rights in respect
of the Capital Stock of any Issuer, whether in addition to, in substitution of,
as a conversion of, or in exchange for, any shares of the Pledged Stock, or
otherwise in respect thereof, such Pledgor shall accept the same as the agent
of the Collateral Agent and the other Secured Parties, hold the same in trust
for the Collateral Agent and the other Secured Parties and deliver the same
forthwith to the Collateral Agent (who will hold the same on behalf of the
Secured Parties) or the ABL Collateral Agent, as applicable, in accordance with
the Intercreditor Agreement, in the exact form received, duly indorsed by
such Pledgor to the Collateral Agent or the ABL Collateral Agent, as
applicable, in accordance with the Intercreditor Agreement, if required,
together with an undated stock power covering such certificate duly executed in
blank by such Grantor, to be held by the Collateral Agent or the ABL Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement, subject
to the terms hereof, as additional collateral security for the Obligations
(subject to subsection 3.3 and provided that in no event shall
there be pledged, nor shall any Pledgor be required to pledge, more than 65% of
any series of the outstanding Capital Stock of any Foreign Subsidiary
pursuant to this Agreement). Any sums paid upon or in respect of the Pledged
Stock upon the liquidation or dissolution of any Issuer (except any liquidation
or dissolution of any Subsidiary of the Parent Borrower in accordance with the
Credit Agreement) shall be paid over to the Collateral Agent to be held by it
hereunder as additional collateral security for the Obligations, and in case
any distribution of capital shall be made on or in respect of the Pledged Stock
or any property shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of the capital of any
Issuer or pursuant to the reorganization thereof, the property so distributed
shall, unless otherwise subject to a perfected security interest in favor of
the Collateral Agent, be delivered to the Collateral Agent to be held by it
hereunder as additional collateral security for the Obligations in each case
except as otherwise provided by the Intercreditor Agreement. If any sums of
money or property so paid or distributed in respect of the Pledged Stock shall
be received by such Pledgor, such Pledgor shall, until such money or property
is paid or delivered to the Collateral Agent, hold such money or property in
trust for the Secured Parties, segregated from other funds of such Pledgor, as
additional collateral security for the Obligations.


 


5.3.2                        Maintenance of Pledged Stock. Without the prior written consent of the
Collateral Agent, such Pledgor will not (except as permitted by the Credit
Agreement) (i) vote to enable, or take any other action to permit, any
Issuer to issue any stock or other equity securities of any nature or to issue
any other securities convertible into, or granting the right to purchase or
exchange for, any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant
any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create,
incur or permit to exist any Lien or option in favor of, or any material
adverse claim of any Person with respect to, any of the Pledged Securities or


 


28

















 


Proceeds thereof, or any
interest therein, except for the security interests created by this Agreement
or Liens arising by operation of law or (iv) enter into any agreement or
undertaking restricting the right or ability of such Pledgor or the Collateral Agent
to sell, assign or transfer any of the Pledged Securities or Proceeds thereof
other than in respect of Pledged Stock of Special Purpose Subsidiaries. Each
interest in any limited liability company created after the Closing Date
pledged hereunder shall be represented by a certificate, shall be a “security”
within the meaning of the Article 8 of the Code and shall be governed by Article 8
of the Code. The charter documents of each such limited liability company shall
include an express provision providing that each interest in such entity “is a
security governed by Article 8 of the Uniform Commercial Code in
effect in the State of New York on the date hereof”.


 


5.3.3                        Pledged Notes. Such Pledgor shall, on the date of this
Agreement (or on such later date upon which it becomes a party hereto pursuant
to subsection 9.15), deliver to the Collateral Agent or the ABL Collateral
Agent, as applicable, in accordance with the Intercreditor Agreement, all
Pledged Notes then held by such Pledgor (excluding any Pledged Note the
principal amount of which does not exceed $3,500,000), endorsed in blank or, at
the request of the Collateral Agent, endorsed to the Collateral Agent. Furthermore,
within ten Business Days after any Pledgor obtains a Pledged Note with a
principal amount in excess of $5,000,000, such Pledgor shall cause such Pledged
Note to be delivered to the Collateral Agent or the ABL Collateral Agent, as
applicable, in accordance with the Intercreditor Agreement, endorsed in blank
or, at the request of the Collateral Agent or the ABL Collateral Agent, as
applicable, in accordance with the Intercreditor Agreement, endorsed to the
Collateral Agent or the ABL Collateral Agent, as applicable, in accordance with
the Intercreditor Agreement.


 


5.3.4                        Maintenance of Security Interest. Such Pledgor shall maintain the security
interest created by this Agreement in such Pledgor’s Pledged Collateral as a
perfected security interest having at least the priority described in subsection 4.3.4
or 4.3.5, as applicable, and shall defend such security interest against the
claims and demands of all Persons whomsoever. At any time and from time to
time, upon the written request of the Collateral Agent and at the sole expense
of such Pledgor, such Pledgor will promptly and duly execute and deliver such
further instruments and documents and take such further actions as the
Collateral Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted by such Pledgor.


 


5.4 Covenants of CCMGC. CCMGC covenants and
agrees with the Collateral Agent and the other Secured Parties that, from and
after the date of this Agreement until the Loans, any Reimbursement Obligations
and all other Obligations then due and owing, shall have been paid in full in
cash, no Letter of Credit shall be outstanding 
(other than Letters of Credit that have been cash collateralized in a
manner satisfactory to the Issuing Lender) and the Commitments shall have
terminated, CCMGC:


 


(I)                                    shall not conduct, transact or otherwise
engage, or commit to conduct, transact or otherwise engage, in any business or
operations other than (i) transactions contemplated by the Loan Documents
or the provision of administrative, legal, accounting and management services
to, or on behalf of, any of its Subsidiaries, (ii) the entry into, and
exercise of rights and performance of obligations in respect of (A) the
Transaction Documents, this Agreement and any other Loan Documents to which it
is a party; any other agreement to which it


 


29

















 


is a party on the date
hereof; and any guarantee of Indebtedness or other obligations of any of its
Subsidiaries permitted pursuant to the Loan Documents; in each case as amended,
supplemented waived or otherwise modified from time to time, and any
refinancings, refundings, renewals or extensions thereof, (B) contracts
and agreements with officers, directors and employees of it or any Subsidiary
thereof relating to their employment or directorships, (C) insurance
policies and related contracts and agreements, and (D) equity subscription
agreements, registration rights agreements, voting and other stockholder
agreements, engagement letters, underwriting agreements and other agreements in
respect of its equity securities or any offering, issuance or sale thereof,
including but not limited to in respect of the Management Subscription
Agreements, (iii) the offering, issuance, sale and repurchase or
redemption of, and dividends or distributions on its equity securities, (iv) the
filing of registration statements, and compliance with applicable reporting and
other obligations, under federal, state or other securities laws, (v) the
listing of its equity securities and compliance with applicable reporting and
other obligations in connection therewith, (vi) the retention of (and the
entry into, and exercise of rights and performance of obligations in respect
of, contracts and agreements with) transfer agents, private placement agents,
underwriters, counsel, accountants and other advisors and consultants, (vii) the
performance of obligations under and compliance with its certificate of
incorporation and by-laws, or any applicable law, ordinance, regulation, rule,
order, judgment, decree or permit, including, without limitation, as a result
of or in connection with the activities of its Subsidiaries, (viii) the
incurrence and payment of its operating and business expenses and any taxes for
which it may be liable, (ix) making loans to or other Investments  in, or incurrence of Indebtedness from, its
Subsidiaries as and to the extent not prohibited by the Credit Agreement, and
(xi) other activities incidental or related to the foregoing; 


 


(II)  shall not incur any Indebtedness for borrowed
money owing to, or any Guarantee Obligations in respect of Indebtedness for
borrowed money of, any Person (other than the Parent Borrower or any of its
respective Subsidiaries or any Management Investor) or issue Indebtedness
directly as consideration for any acquisition, merger or similar business
combination (other than by the Parent Borrower or any of its Subsidiaries), in
each case, pursuant to the foregoing clause (I) unless:


 


(A)                              all or substantially all of the net cash
proceeds to CCMGC of such incurrence (if any) are contributed as equity, loaned
or otherwise distributed to the Parent Borrower promptly thereafter; provided
that the test set forth in preceding clause (A) may not be utilized
in instances where CCMGC directly issues Indebtedness as consideration for an
acquisition, merger or similar business combination, or


 


(B)                                (x) written notice of such incurrence has
been provided to each of Moody’s, S&P and the Administrative Agent no less
than ten (10) Business Days prior to the date of such incurrence, (y) neither
Moody’s nor S&P shall have given notice to the Parent Borrower that it has
downgraded, or intends to downgrade, the rating assigned by it to the
Indebtedness of the Parent Borrower incurred pursuant to the Credit Agreement
primarily as a result of such incurrence and (z) the Administrative Agent shall
not have (1) received notice from Moody’s or S&P that it has
downgraded, or intends to downgrade, the rating assigned by it to the
Indebtedness of the Parent Borrower incurred pursuant to the Credit Agreement
primarily as a result of such incurrence and (2) given notice to the
Parent Borrower that it has received such notice from Moody’s or S&P, or


 


30

















 


(C)                                no Downgrade Event shall occur primarily as a
result of such incurrence within 30 days after the date of such incurrence


 


(it being understood that this clause (II) shall not
restrict CCMGC from incurring or suffering to exist any Lien on any Capital
Stock or Indebtedness of, or other ownership interests in, any of its
Subsidiaries (other than the Parent Borrower and its Subsidiaries), to secure
any Indebtedness of such Subsidiaries).


 


SECTION 6  REMEDIAL PROVISIONS


 


6.1 Certain Matters
Relating to Accounts. (a)  At any time and
from time to time after the occurrence and during the continuance of an Event
of Default, the Collateral Agent shall have the right to make test
verifications of the Accounts Receivable constituting Collateral in any
reasonable manner and through any reasonable medium that it reasonably
considers advisable, and the relevant Grantor shall furnish all such assistance
and information as the Collateral Agent may reasonably require in
connection with such test verifications. At any time and from time to time
after the occurrence and during the continuance of an Event of Default, upon
the Collateral Agent’s reasonable request and at the expense of the relevant
Grantor, such Grantor shall cause independent public accountants or others
reasonably satisfactory to the Collateral Agent to furnish to the Collateral
Agent reports showing reconciliations, aging and test verifications of, and
trial balances for, the Accounts Receivable constituting Collateral.


 


(b)                                 The Collateral Agent hereby authorizes each
Grantor to collect such Grantor’s Accounts Receivable constituting Collateral
and the Collateral Agent may curtail or terminate said authority at any
time after the occurrence and during the continuance of an Event of Default
specified in subsection 9(a) of the Credit Agreement. If required by
the Collateral Agent at any time after the occurrence and during the
continuance of an Event of Default specified in subsection 9(a) of
the Credit Agreement, any Proceeds constituting payments or other cash proceeds
of Accounts Receivables constituting Collateral, when collected by such
Grantor, (i) shall be forthwith (and, in any event, within two Business
Days of receipt by such Grantor) deposited in, or otherwise transferred by such
Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Collateral
Agent for the account of the Secured Parties only as provided in subsection 6.5,
and (ii) until so turned over, shall be held by such Grantor in trust for
the Collateral Agent and the other Secured Parties, segregated from other funds
of such Grantor. All Proceeds constituting collections or other cash proceeds
of Accounts Receivable constituting Collateral while held by the Collateral
Account Bank (or by any Grantor in trust for the benefit of the Collateral
Agent and the other Secured Parties) shall continue to be collateral security
for all of the Obligations and shall not constitute payment thereof until
applied as hereinafter provided. At any time when an Event of Default specified
in subsection 9(a) of the Credit Agreement has occurred and is
continuing, at the Collateral Agent’s election, each of the Collateral Agent
and the Administrative Agent may apply all or any part of the funds
on deposit in the Collateral Proceeds Account established by the relevant
Grantor to the payment of the Obligations of such Grantor then due and owing,
such application to be made as set forth in subsection 6.5 hereof. So long
as no Event of Default has occurred and is continuing, the funds on deposit in
the Collateral Proceeds Account shall be remitted as provided in subsection 6.1(d) hereof.


 


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(c)                                  At any time and from time to time after the
occurrence and during the continuance of an Event of Default specified in subsection 9(a) of
the Credit Agreement, at the Collateral Agent’s request, each Grantor shall
deliver to the Collateral Agent copies or, if required by the Collateral Agent
for the enforcement thereof or foreclosure thereon, originals of all documents
held by such Grantor evidencing, and relating to, the agreements and
transactions which gave rise to such Grantor’s Accounts Receivable constituting
Collateral, including, without limitation, all statements relating to such
Grantor’s Accounts Receivable constituting Collateral and all orders, invoices
and shipping receipts.


 


(d)                                 So long as no Event of Default has occurred
and is continuing, the Collateral Agent shall instruct the Collateral Account
Bank to promptly remit any funds on deposit in each Grantor’s Collateral
Proceeds Account to such Grantor’s General Fund Account. In the event that an
Event of Default has occurred and is continuing, the Collateral Agent and the
Grantors agree that the Collateral Agent, at its option, may require that
each Collateral Proceeds Account and the General Funds Account of each Grantor
be established at the Collateral Agent. Each Grantor shall have the right, at
any time and from time to time, to withdraw such of its own funds from its own
General Fund Account, and to maintain such balances in its General Fund
Account, as it shall deem to be necessary or desirable.


 


6.2 Communications with
Obligors; Grantors Remain Liable. (a)  The
Collateral Agent in its own name or in the name of others, may at any time
and from time to time after the occurrence and during the continuance of an
Event of Default specified in subsection 9(a) of the Credit
Agreement, communicate with obligors under the Accounts Receivable constituting
Collateral and parties to the Contracts (in each case, to the extent
constituting Collateral) to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any Accounts Receivable or
Contracts.


 


(b)                                 Upon the request of the Collateral Agent at
any time after the occurrence and during the continuance of an Event of Default
specified in subsection 9(a) of the Credit Agreement, each Grantor
shall notify obligors on such Grantor’s Accounts Receivable and parties to such
Grantor’s Contracts (in each case, to the extent constituting Collateral) that
such Accounts Receivable and such Contracts have been assigned to the
Collateral Agent, for the ratable benefit of the Secured Parties, and that
payments in respect thereof shall be made directly to the Collateral Agent.


 


(c)                                  Anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of such Grantor’s
Accounts Receivable to observe and perform all the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise thereto. None of the Collateral
Agent, the Administrative Agent or any other Secured Party shall have any
obligation or liability under any Account Receivable (or any agreement giving
rise thereto) by reason of or arising out of this Agreement or the receipt by
the Collateral Agent or any other Secured Party of any payment relating
thereto, nor shall the Collateral Agent or any other Secured Party be obligated
in any manner to perform any of the obligations of any Grantor under or
pursuant to any Account Receivable (or any agreement giving rise thereto) to
make any payment, to make any inquiry as to the nature or the sufficiency of
any payment received by it or as to the sufficiency of any performance by any
party thereunder, to present or file any claim, to take any action to enforce any
performance or to


 


32

















 


collect the payment of any
amounts that may have been assigned to it or to which it may be
entitled at any time or times.


 


6.3 Pledged Stock. (a)  Unless an Event of Default shall have occurred
and be continuing and the Collateral Agent shall have given notice to the
relevant Pledgor of the Collateral Agent’s intent to exercise its corresponding
rights pursuant to subsection 6.3(b), each Pledgor shall be permitted to
receive all cash dividends and distributions paid in respect of the Pledged
Stock (subject to the last two sentences of subsection 5.3.1 of this
Agreement) and all payments made in respect of the Pledged Notes, to the extent
permitted in the Credit Agreement, and to exercise all voting and corporate
rights with respect to the Pledged Stock; provided, however, that
no vote shall be cast or corporate right exercised or such other action taken
(other than in connection with a transaction expressly permitted by the Credit
Agreement) which, in the Collateral Agent’s reasonable judgment, would
materially impair the Pledged Stock or the related rights or remedies of the
Secured Parties or which would be inconsistent with or result in any violation
of any provision of the Credit Agreement, this Agreement or any other Loan
Document.


 


(b)                                 If an Event of Default shall occur and be
continuing and the Collateral Agent shall give notice of its intent to exercise
such rights to the relevant Pledgor or Pledgors, (i) the Collateral Agent
or the ABL Collateral Agent, as applicable, in accordance with the terms of the
Intercreditor Agreement, shall have the right to receive any and all cash
dividends, payments or other Proceeds paid in respect of the Pledged Stock and
make application thereof to the Obligations of the relevant Pledgor in such
order as is provided in subsection 6.5, and (ii) any or all of the
Pledged Stock shall be registered in the name of the Collateral Agent or its
nominee or the ABL Collateral Agent or its nominee, and the Collateral Agent or
its nominee or the ABL Collateral Agent or its nominee, as applicable in
accordance with the terms of the Intercreditor Agreement, may thereafter
exercise (x) all voting, corporate and other rights pertaining to such Pledged
Stock at any meeting of shareholders of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of conversion, exchange, subscription
and any other rights, privileges or options pertaining to such Pledged Stock as
if it were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by the relevant
Pledgor or the Collateral Agent or the ABL Collateral Agent, as applicable, in
accordance with the terms of the Intercreditor Agreement, of any right,
privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Collateral Agent or the ABL
Collateral Agent, as applicable in accordance with the terms of the
Intercreditor Agreement, may reasonably determine), all without liability
(other than for its gross negligence or willful misconduct) except to account
for property actually received by it, but the Collateral Agent or the ABL Collateral
Agent, as applicable in accordance with the terms of the Intercreditor
Agreement, shall have no duty, to any Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or
delay in so doing, provided that the Collateral Agent or the ABL
Collateral Agent, as applicable in accordance with the terms of the
Intercreditor Agreement, shall not exercise any voting or other consensual
rights pertaining to the Pledged Stock in any way that would constitute an exercise
of the remedies described in subsection 6.6 other than in accordance with
subsection 6.6.


 


33

















 


(c)                                  Each Pledgor hereby authorizes and instructs
each Issuer or maker of any Pledged Securities pledged by such Pledgor
hereunder to (i) comply with any instruction received by it from the
Collateral Agent in writing that (x) states that an Event of Default has
occurred and is continuing and (y) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Pledgor,
and each Pledgor agrees that each Issuer or maker shall be fully protected in
so complying, and (ii) unless otherwise expressly permitted hereby, pay
any dividends or other payments with respect to the Pledged Securities directly
to the Collateral Agent.


 


6.4 Proceeds to be Turned
Over To Collateral Agent. In addition to the rights of the Collateral Agent
and the other Secured Parties specified in subsection 6.1 with respect to
payments of Accounts Receivable constituting Collateral, if an Event of Default
shall occur and be continuing, and the Collateral Agent shall have instructed
any Grantor to do so, all Proceeds of Collateral received by such Grantor
consisting of cash, checks and other Cash Equivalent items shall be held by
such Grantor in trust for the Collateral Agent or the ABL Collateral Agent and
the other Secured Parties hereto or the Secured Parties (as defined in the ABL
Guarantee and Collateral Agreement) as applicable in accordance with the terms
of the Intercreditor Agreement, segregated from other funds of such Grantor,
and shall, forthwith upon receipt by such Grantor, be turned over to the
Collateral Agent or the ABL Collateral Agent, as applicable, (or their
respective agents appointed for purposes of perfection) in accordance with the
terms of the Intercreditor Agreement, in the exact form received by such
Grantor (duly indorsed by such Grantor to the Collateral Agent or ABL
Collateral Agent, as applicable, in accordance with the terms of the
Intercreditor Agreement, if required). All Proceeds of Collateral received by
the Collateral Agent hereunder shall be held by the Collateral Agent in the
relevant Collateral Proceeds Account maintained under its sole dominion and
control. All Proceeds of Collateral while held by the Collateral Agent in such
Collateral Proceeds Account (or by the relevant Grantor in trust for the
Collateral Agent and the other Secured Parties) shall continue to be held as
collateral security for all the Obligations of such Grantor and shall not
constitute payment thereof until applied as provided in subsection 6.5


 


6.5 Application of
Proceeds. It is agreed that if an Event of Default shall occur and be
continuing, any and all Proceeds of the relevant Granting Party’s Collateral
(as defined in the Credit Agreement) received by the Collateral Agent (whether
from the relevant Granting Party or otherwise) shall be held by the Collateral
Agent for the benefit of the Secured Parties as collateral security for the
Obligations of the relevant Granting Party (whether matured or unmatured),
and/or then or at any time thereafter may, in the sole discretion of the
Collateral Agent, following the application thereof to pay any unsatisfied Euro
MTN Obligations, be applied by the Collateral Agent against the Obligations of
the relevant Granting Party then due and owing in the order of priority set
forth in the Intercreditor Agreement.


 


6.6 Code and Other
Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent, on behalf of the Secured Parties, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations to the extent permitted by applicable law, all rights and remedies
of a secured party under the Code, under any other applicable law and in equity.
Without limiting the generality of the foregoing, to the extent permitted by
applicable law, the Collateral Agent, without demand of performance or other
demand, presentment, protest,


 


34

















 


advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Granting Party or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances,
forthwith collect, receive, appropriate and realize upon the Security
Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver
the Security Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or office of the Collateral Agent or any other Secured
Party or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Collateral Agent or
any other Secured Party shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the
Security Collateral so sold, free of any right or equity of redemption in such
Granting Party, which right or equity is hereby waived and released. Each
Granting Party further agrees, at the Collateral Agent’s request, to assemble
the Security Collateral and make it available to the Collateral Agent at places
which the Collateral Agent shall reasonably select, whether at such Granting
Party’s premises or elsewhere. The Collateral Agent shall apply the net
proceeds of any action taken by it pursuant to this subsection 6.6, after
deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Security Collateral or in any way relating to the Security Collateral or the
rights of the Collateral Agent and the other Secured Parties hereunder,
including, without limitation, reasonable attorneys’ fees and disbursements, to
the payment in whole or in part of the Obligations of the relevant
Granting Party then due and owing, in the order of priority specified in subsection 6.5
above, and only after such application and after the payment by the Collateral
Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the Code, need the Collateral
Agent account for the surplus, if any, to such Granting Party. To the extent
permitted by applicable law, (i) such Granting Party waives all claims,
damages and demands it may acquire against the Collateral Agent or any
other Secured Party arising out of the repossession, retention or sale of the
Security Collateral, other than any such claims, damages and demands that may arise
from the gross negligence or willful misconduct of any of the Collateral Agent
or such other Secured Party, and (ii) if any notice of a proposed sale or
other disposition of Security Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such
sale or other disposition.


 


6.7 Registration Rights.
(a) If the Collateral Agent shall determine to exercise its right to sell
any or all of the Pledged Stock pursuant to subsection 6.6, and if in the
reasonable opinion of the Collateral Agent it is necessary or reasonably
advisable to have the Pledged Stock (other than Pledged Stock of Special
Purpose Subsidiaries), or that portion thereof to be sold, registered under the
provisions of the Securities Act, the relevant Pledgor will use its reasonable
best efforts to cause the Issuer thereof to (i) execute and deliver, and
use its best efforts to cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the reasonable opinion of the
Collateral Agent, necessary or advisable to register such Pledged Stock, or
that portion thereof to be sold, under the provisions of the Securities Act, (ii) use
its reasonable best efforts to cause the registration statement relating
thereto to become effective and to remain effective for a period of not more
than one year from the date of the first public offering of such Pledged Stock,
or that portion thereof to be sold, and (iii) make all amendments thereto
and/or to the related prospectus which, in the reasonable opinion of the
Collateral Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the


 


35

















 


Securities and Exchange
Commission applicable thereto. Such Pledgor agrees to use its reasonable best
efforts to cause such Issuer to comply with the provisions of the securities or
“Blue Sky” laws of any and all states and the District of Columbia that the
Collateral Agent shall reasonably designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not
be audited) that will satisfy the provisions of Section 11(a) of the
Securities Act.


 


(b)                                 Such Pledgor recognizes that the Collateral
Agent may be unable to effect a public sale of any or all such Pledged
Stock, by reason of certain prohibitions contained in the Securities Act and
applicable state securities laws or otherwise, and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution or
resale thereof. Such Pledgor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable than if such sale were
a public sale and, notwithstanding such circumstances, to the extent permitted
by applicable law, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner. The Collateral Agent shall not
be under any obligation to delay a sale of any of the Pledged Stock for the
period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.


 


(c)                                  Such Pledgor agrees to use its reasonable
best efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of such Pledged
Stock pursuant to this subsection 6.7 valid and binding and in compliance
with any and all other applicable Requirements of Law. Such Pledgor further
agrees that a breach of any of the covenants contained in this subsection 6.7
will cause irreparable injury to the Collateral Agent and the Lenders, that the
Collateral Agent and the Lenders have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in
this subsection 6.7 shall be specifically enforceable against such
Pledgor, and to the extent permitted by applicable law, such Pledgor hereby waives
and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred or is continuing under the Credit Agreement.


 


6.8 Waiver; Deficiency.
Each Granting Party shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Security Collateral are insufficient to
pay in full, the Loans, Reimbursement Obligations constituting Obligations of
such Granting Party and, to the extent then due and owing, all other
Obligations of such Granting Party and the reasonable fees and disbursements of
any attorneys employed by the Collateral Agent or any other Secured Party to
collect such deficiency.


 


6.9 Certain Undertakings with Respect to Special
Purpose Subsidiaries. 


 


(a)                                  The Collateral Agent and each Secured Party
agrees that, prior to the date that is one year and one day after the payment
in full of all the obligations of any Special Purpose Subsidiary in connection
with and under a securitization, (i) the Collateral Agent and other
Secured Parties shall not be entitled, whether before or after the occurrence
of any Event of Default, to (A) institute against, or join any other
Person in instituting against, any Special


 


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Purpose Subsidiary any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under the laws of the United States or any State thereof, (B) transfer and
register the capital stock of any Special Purpose Subsidiary or any other
instrument in the name of the Collateral Agent or a Secured Party or any
designee or nominee thereof, (C) foreclose such security interest
regardless of the bankruptcy or insolvency of the Parent Borrower or any other
Subsidiary, (D) exercise any voting rights granted or appurtenant to such
capital stock of any Special Purpose Subsidiary or any other instrument or (E) enforce
any right that the holder of any such capital stock of any Special Purpose
Subsidiary or any other instrument might otherwise have to liquidate,
consolidate, combine, collapse or disregard the entity status of such Special
Purpose Subsidiary and (ii) the Collateral Agent and other Secured Parties
hereby waive and release any right to require (A) that any Special Purpose
Subsidiary be in any manner merged, combined, collapsed or consolidated with or
into the Parent Borrower or any other Subsidiary, including by way of
substantive consolidation in a bankruptcy case or (B) that the status of
any Special Purpose Subsidiary as a separate entity be in any respect
disregarded. The Collateral Agent and each Secured Party agree and acknowledge
that each of (x) BNY Midwest Trust Company, as trustee (together with its
successors and assigns, the “ABS Trustee”) under that certain Amended
and Restated Base Indenture, dated as of December 21, 2005 (as the same may be
amended from time to time, the “ABS Base Indenture”), by and between
Hertz Vehicle Financing LLC (“HVF”) and the ABS Trustee, and under that
certain Amended and Restated Collateral Agency Agreement, dated as of December 21,
2005 (the “ABS Collateral Agency Agreement”), by and among HVF, Hertz
General Interest LLC, the Parent Borrower, as servicer and a secured party, the
Trustee and BNY Midwest Trust Company, as collateral agent (together with its
successors and assigns, the “ABS Collateral Agent”), acting on behalf of
the holders of securitization indebtedness of any Special Purpose Subsidiary,
(y) each Enhancement Provider (as defined in the ABS Base Indenture on the date
hereof) that has an express right to the collateral under the ABS Base
Indenture or the ABS Collateral Agency Agreement and (z) the agent acting on
behalf of the holders of securitization indebtedness of any Special Purpose
Subsidiary is an express third party beneficiary with respect to this subsection 6.9(a) and
each such person shall have the right to enforce compliance by the Collateral
Agent and any other Secured Party with this subsection 6.9.


 


(b)                                 Upon the transfer by the Parent Borrower or
any Subsidiary (other than a Special Purpose Subsidiary) of securitization
assets to a Special Purpose Subsidiary in a securitization as permitted under
this Agreement, any Liens with respect to such securitization assets arising
under the Credit Agreement or any Security Documents shall automatically be
released (and the Collateral Agent is hereby authorized to execute and enter
into any such releases and other documents as the Parent Borrower may reasonably
request in order to give effect thereto).


 


(c)                                  The Collateral Agent and the Lenders shall
take no action related to the Collateral that would cause HVF to breach any of
its covenants in its certificate of formation, limited liability company
agreement or in any other Related Document (as defined in the ABS Base
Indenture on the date hereof).


 


(d)                                 The Collateral Agent and the Lenders
acknowledge that they have no interest in, and will not assert any interest in,
the assets owned by HVF (including without limitation any Rental Car Vehicle
subject to the HVF Lease (as in effect and as defined in the


 


37

















 


ABS Base Indenture on the
date hereof) or any other Indenture Collateral (as defined in the ABS Base
Indenture on the date hereof) or any HVF Vehicle Collateral (as defined in the
Amended and Restated Collateral Agency Agreement, dated as of December 21,
2005, by and among the Parent Borrower, as servicer and as a secured party,
HVF, as a grantor, Hertz General Interest LLC, as a grantor, the Trustee, as a
secured party, and BNY Midwest Trust Company, as collateral agent (the “Collateral
Agency Agreement”))) other than, following a transfer of any pledged equity
interest or pledged stock to the Collateral Agent in connection with any
exercise of remedies pursuant to this Agreement, the right to receive lawful
dividends or other distributions when paid by HVF  from lawful sources and in accordance with
the Related Documents (as defined in the ABS Base Indenture on the date hereof)
and the rights of a member of HVF.


 


(e)                                  The Collateral Agent and the Lenders agree,
to the extent required by Moody’s, S&P or any rating agency in connection
with a Special Purpose Financing involving a Special Purpose Subsidiary the
Capital Stock of which constitutes Pledged Collateral hereunder, to act in
accordance with clauses (c) and (d) above with respect to such
Capital Stock and such Special Purpose Financing.


 


(f)                                    Notwithstanding anything to the contrary
contained herein, this subsection 6.9 may not be amended, waived or
otherwise modified in any manner adverse to the ABS Collateral Agent, the agent
acting on behalf of the holders of securitization indebtedness of any Special
Purpose Subsidiary or the holders of the related securitization indebtedness
without the written consent of the ABS Trustee or such other agent.


 


SECTION 7  THE COLLATERAL AGENT


 


7.1 Collateral Agent’s Appointment as
Attorney-in-Fact, etc. (a) Each Granting
Party hereby irrevocably constitutes and appoints the Collateral Agent and any
authorized officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Granting Party and in the name of such Granting
Party or in its own name, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all
documents and instruments that may be reasonably necessary or desirable to
accomplish the purposes of this Agreement to the extent permitted by applicable
law, provided that the Collateral Agent agrees not to exercise such
power except upon the occurrence and during the continuance of any Event of
Default. Without limiting the generality of the foregoing, at any time when an
Event of Default has occurred and is continuing (in each case to the extent
permitted by applicable law), (x) each Pledgor hereby gives the Collateral
Agent the power and right, on behalf of such Pledgor, without notice or assent
by such Pledgor, to execute, in connection with any sale provided for in subsection 6.6(a) or
6.7, any indorsements, assessments or other instruments of conveyance or
transfer with respect to such Pledgor’s Pledged Collateral, and (y) each
Grantor hereby gives the Collateral Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any or all of
the following:


 


(i)                                     in the name of such Grantor or its own name,
or otherwise, take possession of and indorse and collect any checks, drafts,
notes, acceptances or other


 


38

















 


instruments for the payment of moneys due
under any Account Receivable of such Grantor that constitutes Collateral or
with respect to any other Collateral of such Grantor and file any claim or take
any other action or institute any proceeding in any court of law or equity or
otherwise deemed appropriate by the Collateral Agent for the purpose of
collecting any and all such moneys due under any Account Receivable of such
Grantor that constitutes Collateral or with respect to any other Collateral of
such Grantor whenever payable;


 


(ii)                                  in the case of any Copyright, Patent, or
Trademark constituting Collateral of such Grantor, execute and deliver any and
all agreements, instruments, documents and papers as the Collateral Agent may reasonably
request to such Grantor to evidence the Collateral Agent’s and the Lenders’
security interest in such Copyright, Patent, or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby;


 


(iii)                               pay or discharge taxes and Liens, other than
Liens permitted under this Agreement or the other Loan Documents, levied or
placed on the Collateral of such Grantor, effect any repairs or any insurance
called for by the terms of this Agreement and pay all or any part of the
premiums therefor and the costs thereof; and


 


(iv)                              (A) direct any party liable for any
payment under any of the Collateral of such Grantor to make payment of any and
all moneys due or to become due thereunder directly to the Collateral Agent or
as the Collateral Agent shall direct; (B) ask or demand for, collect,
receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any
Collateral of such Grantor; (C) sign and indorse any invoices, freight or
express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, notices and other documents in connection
with any of the Collateral of such Grantor; (D) commence and prosecute any
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral of such Grantor or any portion thereof
and to enforce any other right in respect of any Collateral of such Grantor; (E) defend
any suit, action or proceeding brought against such Grantor with respect to any
Collateral of such Grantor; (F) settle, compromise or adjust any such
suit, action or proceeding described in clause (E) above and, in
connection therewith, to give such discharges or releases as the Collateral
Agent may deem appropriate; (G) subject to any existing reserved
rights or licenses, assign any Copyright, Patent or Trademark constituting
Collateral of such Grantor (along with the goodwill of the business to which
any such Copyright, Patent or Trademark pertains), for such term or terms, on
such conditions, and in such manner, as the Collateral Agent shall in its sole
discretion determine; and (H) generally, sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral of
such Grantor as fully and completely as though the Collateral Agent were the
absolute owner thereof for all purposes, and do, at the Collateral Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts
and things which the Collateral Agent deems necessary to protect, preserve or
realize upon the Collateral of such Grantor and the Collateral Agent’s and the
other Secured Parties’ security interests therein and to effect the intent of
this Agreement, all as fully and effectively as such Grantor might do.


 


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(b)                                 The reasonable expenses of the Collateral
Agent incurred in connection with actions undertaken as provided in this subsection 7.1,
together with interest thereon at a rate per annum equal to the rate per annum
at which interest would then be payable on past due ABR Loans that are
Revolving Credit Loans under the Credit Agreement, from the date of payment by
the Collateral Agent to the date reimbursed by the relevant Granting Party,
shall be payable by such Granting Party to the Collateral Agent on demand.


 


(c)                                  Each Granting Party hereby ratifies all that
said attorney shall lawfully do or cause to be done by virtue hereof. All
powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable as to the relevant Granting Party until
this Agreement is terminated as to such Granting Party, and the security
interests in the Security Collateral of such Granting Party created hereby are
released.


 


7.2 Duty of Collateral
Agent. The Collateral Agent’s sole duty with respect to the custody,
safekeeping and physical preservation of the Security Collateral in its
possession, under Section 9-207 of the Code or otherwise, shall be to deal
with it in the same manner as the Collateral Agent deals with similar property
for its own account. None of the Collateral Agent or any other Secured Party
nor any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Security
Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Security Collateral upon the request of any Granting
Party or any other Person or, except as otherwise provided herein, to take any
other action whatsoever with regard to the Security Collateral or any part thereof.
The powers conferred on the Collateral Agent and the other Secured Parties
hereunder are solely to protect the Collateral Agent’s and the other Secured
Parties’ interests in the Security Collateral and shall not impose any duty
upon the Collateral Agent or any other Secured Party to exercise any such
powers. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to any Granting Party for any act or failure to act
hereunder, except as otherwise provided herein or for their own gross
negligence or willful misconduct.


 


7.3 Financing Statements.
Pursuant to any applicable law, each Granting Party authorizes the Collateral
Agent to file or record financing statements and other filing or recording
documents or instruments with respect to such Granting Party’s Security
Collateral without the signature of such Granting Party in such form and
in such filing offices as the Collateral Agent reasonably determines
appropriate to perfect the security interests of the Collateral Agent under
this Agreement. Each Granting Party authorizes the Collateral Agent to use any
collateral description determined by the Collateral Agent, including, without
limitation, the collateral description “all personal property” or “all assets”
in any such financing statements. 


 


7.4 Authority of
Collateral Agent. Each Granting Party acknowledges that the rights and
responsibilities of the Collateral Agent under this Agreement with respect to
any action taken by the Collateral Agent or the exercise or non-exercise by the
Collateral Agent of any option, voting right, request, judgment or other right
or remedy provided for herein or resulting or arising out of this Agreement or
any amendment, supplement or other modification of this Agreement shall, as
between the Collateral Agent and the Secured Parties, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist
from time


 


40

















 


to time among them, but, as
between the Collateral Agent and the Granting Parties, the Collateral Agent
shall be conclusively presumed to be acting as agent for the Secured Parties
with full and valid authority so to act or refrain from acting, and no Granting
Party shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.


 


7.5 Right of Inspection.
Upon reasonable written advance notice to any Grantor and as often as may reasonably
be desired, or at any time and from time to time after the occurrence and
during the continuation of an Event of Default, the Collateral Agent shall have
reasonable access during normal business hours to all the books, correspondence
and records of such Grantor, and the Collateral Agent and its representatives may examine
the same, and to the extent reasonable take extracts therefrom and make
photocopies thereof, and such Grantor agrees to render to the  Collateral Agent at such Grantor’s reasonable
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto. The Collateral Agent and its representatives
shall also have the right, upon reasonable advance written notice to such
Grantor subject to any lease restrictions, to enter during normal business
hours into and upon any premises owned, leased or operated by such Grantor
where any of such Grantor’s Inventory or Equipment is located for the purpose
of inspecting the same, observing its use or otherwise protecting its interests
therein.


 


SECTION 8  NON-LENDER SECURED PARTIES


 


8.1 Rights to Collateral.
(a)  The Non-Lender Secured Parties shall not have any right
whatsoever to do any of the following:  (i) exercise
any rights or remedies with respect to the Collateral (such term, as used in
this Section 8, having the meaning assigned to it in the Credit
Agreement), including, without limitation, the right to (A) enforce any
Liens or sell or otherwise foreclose on any portion of the Collateral, (B) request
any action, institute any proceedings, exercise any voting rights, give any
instructions, make any election, notice account debtors or make collections
with respect to all or any portion of the Collateral or (C) release any
Guarantor under this Agreement or release any Collateral from the Liens of any
Security Document or consent to or otherwise approve any such release; (ii) demand,
accept or obtain any Lien on any Collateral (except for Liens arising under,
and subject to the terms of, this Agreement); (iii) vote in any Bankruptcy
Case or similar proceeding in respect of CCMGC 
or any of its Subsidiaries (any such proceeding, for purposes of this
clause (a), a “Bankruptcy”) with respect to, or take any other actions
concerning the Collateral; (iv) receive any proceeds from any sale,
transfer or other disposition of any of the Collateral (except in accordance
with this Agreement); (v) oppose any sale, transfer or other disposition
of the Collateral; (vi) object to any debtor-in-possession financing in
any Bankruptcy which is provided by one or more Lenders among others (including
on a priming basis under Section 364(d) of the Bankruptcy Code); (vii) object
to the use of cash collateral in respect of the Collateral in any Bankruptcy;
or (viii) seek, or object to the Lenders seeking on an equal and ratable
basis, any adequate protection or relief from the automatic stay with respect
to the Collateral in any Bankruptcy.


 


(b)                                 Each Non-Lender Secured Party, by its
acceptance of the benefits of this Agreement and the other Security Documents,
agrees that in exercising rights and remedies with respect to the Collateral,
the Collateral Agent and the Lenders, with the consent of the Collateral Agent,
may enforce the provisions of the Security Documents and exercise remedies
thereunder and under any other Loan Documents (or refrain from enforcing rights
and exercising remedies),


 


41

















 


all in such order and in
such manner as they may determine in the exercise of their sole business
judgment. Such exercise and enforcement shall include, without limitation, the
rights to collect, sell, dispose of or otherwise realize upon all or any part of
the Collateral, to incur expenses in connection with such collection, sale,
disposition or other realization and to exercise all the rights and remedies of
a secured lender under the Uniform Commercial Code of any applicable
jurisdiction. The Non-Lender Secured Parties by their acceptance of the
benefits of this Agreement and the other Security Documents hereby agree not to
contest or otherwise challenge any such collection, sale, disposition or other
realization of or upon all or any of the Collateral. Whether or not a
Bankruptcy Case has been commenced, the Non-Lender Secured Parties shall be
deemed to have consented to any sale or other disposition of any property,
business or assets of CCMGC or any of its Subsidiaries and the release of any
or all of the Collateral from the Liens of any Security Document in connection
therewith. 


 


(c)                                  Notwithstanding any provision of this subsection 8.1,
the Non-Lender Secured Parties shall be entitled to file any necessary
responsive or defensive pleadings in opposition to any motion, claim, adversary
proceeding or other pleadings (A) in order to prevent any Person from
seeking to foreclose on the Collateral or supersede the Non-Lender Secured
Parties’ claim thereto or (B) in opposition to any motion, claim,
adversary proceeding or other pleading made by any Person objecting to or
otherwise seeking the disallowance of the claims of the Non-Lender Secured
Parties.


 


(d)                                 Each Non-Lender Secured Party, by its
acceptance of the benefit of this Agreement, agrees that the Collateral Agent
and the Lenders may deal with the Collateral, including any exchange,
taking or release of Collateral, may change or increase the amount of the
Borrower Obligations and/or the Guarantor Obligations, and may release any
Guarantor from its Obligations hereunder, all without any liability or
obligation (except as may be otherwise expressly provided herein) to the Non-Lender
Secured Parties.


 


8.2 Appointment of Agent.
Each Non-Lender Secured Party, by its acceptance of the benefits of this
Agreement and the other Security Documents, shall be deemed irrevocably to
make, constitute and appoint the Collateral Agent, as agent under the Credit
Agreement (and all officers, employees or agents designated by the Collateral
Agent) as such Person’s true and lawful agent and attorney-in-fact, and in such
capacity, the Collateral Agent shall have the right, with power of substitution
for the Non-Lender Secured Parties and in each such Person’s name or otherwise,
to effectuate any sale, transfer or other disposition of the Collateral. It is
understood and agreed that the appointment of the Collateral Agent as the agent
and attorney-in-fact of the Non-Lender Secured Parties for the purposes set
forth herein is coupled with an interest and is irrevocable. It is understood
and agreed that the Collateral Agent has appointed the Administrative Agent as
its agent for purposes of perfecting certain of the security interests created
hereunder and for otherwise carrying out certain of its obligations hereunder.


 


8.3 Waiver of Claims.
To the maximum extent permitted by law, each Non-Lender Secured Party waives
any claim it might have against the Collateral Agent or the Lenders with
respect to, or arising out of, any action or failure to act or any error of
judgment, negligence, or mistake or oversight whatsoever on the part of
the Collateral Agent or the Lenders or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under
the Loan Documents or any transaction relating to the Collateral (including,


 


42

















 


without limitation, any such
exercise described in subsection 8.1(b) above), except for any such
action or failure to act which constitutes willful misconduct or gross
negligence of such Person. None of the Collateral Agent or any Lender or any of
their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of CCMGC, any Subsidiary of CCMGC, any
Non-Lender Secured Party or any other Person or to take any other action or
forbear from doing so whatsoever with regard to the Collateral or any part thereof,
except for any such action or failure to act which constitutes willful
misconduct or gross negligence of such Person.


 


SECTION 9  MISCELLANEOUS


 


9.1 Amendments in Writing.
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
each affected Granting Party and the Collateral Agent, provided that (a) any
provision of this Agreement imposing obligations on any Granting Party may be
waived by the Collateral Agent in a written instrument executed by the
Collateral Agent and (b) notwithstanding anything to the contrary in subsection 11.1
of the Credit Agreement, no such waiver and no such amendment or modification
shall amend, modify or waive the definition of “Brazil Debt Obligations”, “Brazil
Debt Secured Parties”, “Brazil Guaranty” (collectively, the “Brazil Terms”),
any definition that includes a Brazil Term, or “Secured Party”, subsection 6.5
or this subsection 9.1 if such waiver, amendment, or modification would
adversely affect such Brazil Debt Secured Party or other Secured Party, as
applicable, without the written consent of each such affected Brazil Debt
Secured Party or other Secured Party, as applicable.


 


9.2 Notices. All
notices, requests and demands to or upon the Collateral Agent or any Granting
Party hereunder shall be effected in the manner provided for in subsection 11.2
of the Credit Agreement; provided that any such notice, request or
demand to or upon any Guarantor shall be addressed to such Guarantor at its
notice address set forth on Schedule 1, unless and until such
Guarantor shall change such address by notice to the Collateral Agent and the
Administrative Agent given in accordance with subsection 11.2 of the
Credit Agreement.


 


9.3 No Waiver by Course
of Conduct; Cumulative Remedies. None of the Collateral Agent or any other
Secured Party shall by any act (except by a written instrument pursuant to subsection 9.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Collateral Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such other Secured Party would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 


43

















 


9.4 Enforcement Expenses;
Indemnification. (a) Each Guarantor jointly
and severally agrees to pay or reimburse each Secured Party and the Collateral
Agent for all their respective reasonable costs and expenses incurred in
collecting against any Guarantor under the guarantee contained in Section 2
or otherwise enforcing or preserving any rights under this Agreement against
such Guarantor and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the reasonable fees and disbursements of counsel
to the Secured Parties, the Collateral Agent and the Administrative Agent.


 


(b)                                 Each Grantor jointly and severally agrees to
pay, and to save the Collateral Agent, the Administrative Agent and the other
Secured Parties harmless from, (x) any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
similar taxes which may be payable or determined to be payable with
respect to any of the Security Collateral or in connection with any of the
transactions contemplated by this Agreement and (y) any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement (collectively, the “indemnified liabilities”), in each case to
the extent the Parent Borrower would be required to do so pursuant to subsection 11.5
of the Credit Agreement, and in any event excluding any taxes or other
indemnified liabilities arising from gross negligence or willful misconduct of
the Collateral Agent or any other Secured Party.


 


(c)                                  The agreements in this subsection 9.4
shall survive repayment of the Obligations and all other amounts payable under
the Credit Agreement and the other Loan Documents.


 


9.5 Successors and
Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the Granting Parties, the Collateral Agent and the Secured Parties
and their respective successors and assigns; provided that no Granting
Party may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Collateral Agent.


 


9.6 Set-Off. Each
Guarantor hereby irrevocably authorizes each of the Administrative Agent and
the Collateral Agent and each other Secured Party at any time and from time to
time without notice to such Guarantor, any other Guarantor or the Parent
Borrower, any such notice being expressly waived by each Guarantor and by the
Parent Borrower, to the extent permitted by applicable law, upon the occurrence
and during the continuance of an Event of Default under subsection 9(a) of
the Credit Agreement so long as any amount remains unpaid after it becomes due
and payable by such Guarantor hereunder, to set-off and appropriate and apply
against any such amount any and all deposits (general or special, time or
demand, provisional or final) (other than the Collateral Proceeds Account), in
any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Collateral Agent, the
Administrative Agent or such other Secured Party to or for the credit or the
account of such Guarantor, or any part thereof in such amounts as the
Collateral Agent, the Administrative Agent or such other Secured Party may elect.
The Collateral Agent, the Administrative Agent and each other Secured Party
shall notify such Guarantor promptly of any such set-off and the application
made by the Collateral Agent, the Administrative Agent or such other Secured
Party of the


 


44

















 


proceeds thereof; provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Collateral Agent, the Administrative
Agent and each other Secured Party under this subsection 9.6 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Collateral Agent, the Administrative Agent or such
other Secured Party may have.


 


9.7 Counterparts. This
Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.


 


9.8 Severability. Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction; provided that, with respect to any Pledged Stock issued by
a Foreign Subsidiary, all rights, powers and remedies provided in this
Agreement may be exercised only to the extent that they do not violate any
provision of any law, rule or regulation of any Governmental Authority
applicable to any such Pledged Stock or affecting the legality, validity or
enforceability of any of the provisions of this Agreement against the Pledgor
(such laws, rules or regulations, “Applicable Law”) and are
intended to be limited to the extent necessary so that they will not render
this Agreement invalid, unenforceable or not entitled to be recorded,
registered or filed under the provisions of any Applicable Law.


 


9.9 Section Headings.
The Section headings used in this Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


9.10 Integration. This
Agreement and the other Loan Documents represent the entire agreement of the
Granting Parties, the Collateral Agent and the other Secured Parties with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Granting Parties, the Collateral Agent or
any other Secured Party relative to subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.


 


9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


9.12 Submission To
Jurisdiction; Waivers. Each party hereto hereby irrevocably and
unconditionally:


 


(a)                                  submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the


 


45

















 


courts of the State of New
York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;


 


(b)                                 consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;


 


(c)                                  agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such party at its address referred to in subsection 9.2
or at such other address of which the Collateral Agent and the Administrative
Agent (in the case of any other party hereto) or the Parent Borrower (in the
case of the Collateral Agent and the Administrative Agent) shall have been
notified pursuant thereto;


 


(d)                                 agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and


 


(e)                                  waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any punitive damages.


 


9.13 Acknowledgments.
Each Guarantor hereby acknowledges that:


 


(a)                                  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party;


 


(b)                                 none of the Collateral Agent, the
Administrative Agent or any other Secured Party has any fiduciary relationship
with or duty to any Guarantor arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent
and the other Secured Parties, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and


 


(c)                                  no joint venture is created hereby or by the
other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Secured Parties or among the Guarantors and the
Secured Parties.


 


9.14 WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


9.15 Additional Granting
Parties. Each new Subsidiary of the Parent Borrower that is required to
become a party to this Agreement pursuant to subsection 7.9(b) of the
Credit Agreement shall become a Granting Party for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 2 hereto. Each existing Granting Party that
is required to become a Pledgor with respect to Capital Stock of any


 


46

















 


new Subsidiary of the Parent
Borrower pursuant to subsection 7.9(b) of the Credit Agreement shall
become a Pledgor with respect thereto upon execution and delivery by such
Granting Party of a Supplemental Agreement substantially in the form of
Annex 2 hereto.


 


9.16 Releases. (a)  At such time as the Loans, the Reimbursement
Obligations and the other Obligations (other than any Obligations owing to a
Non-Lender Secured Party in respect of the provision of cash management
services) then due and owing shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, all Security
Collateral shall be released from the Liens created hereby, and this Agreement
and all obligations (other than those expressly stated to survive such
termination) of the Collateral Agent and each Granting Party hereunder shall
terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Security Collateral shall revert to the
Granting Parties. At the request and sole expense of any Granting Party
following any such termination, the Collateral Agent shall deliver to such
Granting Party any Security Collateral held by the Collateral Agent hereunder,
and execute and deliver to such Granting Party such documents (including
without limitation UCC termination statements) as such Granting Party shall
reasonably request to evidence such termination.


 


(b)                                 In connection with any sale or other
disposition of Security Collateral permitted by the Credit Agreement (other
than any sale or disposition to another Grantor), the Lien pursuant to this
Agreement on such sold or disposed of Security Collateral shall be
automatically released. In connection with the sale or other disposition of all
of the Capital Stock of any Guarantor (other than to CCMGC, the Parent Borrower
or a Subsidiary of either) or the sale or other disposition of Security
Collateral (other than a sale or disposition to another Grantor) permitted
under the Credit Agreement, the Collateral Agent shall, upon receipt from the
Parent Borrower of a written request for the release of such Guarantor from its
Guarantee or the release of the Security Collateral subject to such sale or
other disposition, identifying such Guarantor or the relevant Security
Collateral and the terms of the sale or other disposition in reasonable detail,
including the price thereof and any expenses in connection therewith, together
with a certification by the Parent Borrower stating that such transaction is in
compliance with the Credit Agreement and the other Loan Documents, execute and
deliver to the relevant Granting Party (at the sole cost and expense of such
Granting Party) all releases or other documents (including without limitation
UCC termination statements) necessary or reasonably desirable for the release
of such Guarantee or the Liens created hereby on such Security Collateral, as
applicable, as such Granting Party may reasonably request.


 


9.17 Judgment. (a)  If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due hereunder
in one currency into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Collateral Agent could purchase the first currency with such other currency on
the Business Day preceding the day on which final judgment is given.


 


(b)                                 The obligations of any Guarantor in
respect of this Agreement to the Collateral Agent, for the benefit of each
holder of Secured Obligations, shall, notwithstanding any judgment in a
currency (the “judgment currency”) other than the currency in which the
sum originally due to such holder is denominated (the “original currency”),
be discharged only to the


 


47

















 


extent that on the Business Day following receipt by
the Collateral Agent of any sum adjudged to be so due in the judgment currency,
the Collateral Agent may in accordance with normal banking procedures
purchase the original currency with the judgment currency; if the amount of the
original currency so purchased is less than the sum originally due to such
holder in the original currency, such Guarantor agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Collateral
Agent for the benefit of such holder, against such loss, and if the amount of
the original currency so purchased exceeds the sum originally due to the
Collateral Agent, the Collateral Agent agrees to remit to the Parent Borrower,
such excess. This covenant shall survive the termination of this Agreement and
payment of the Obligations and all other amounts payable hereunder.


 


[Remainder of page left blank intentionally;
Signature page to follow.]


 


48

















 


IN WITNESS WHEREOF, each of the undersigned has
caused this Guarantee and Collateral Agreement to be duly executed and
delivered as of the date first above written.


 


 


	
   

  	
  CCMG CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa A. Gore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
  General Counsel & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ EQUIPMENT RENTAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BRAE HOLDING CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
						



 


49

















 


	
   

  	
  HERTZ CLAIM MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HCM MARKETING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ LOCAL EDITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ LOCAL EDITION TRANSPORTING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ GLOBAL SERVICES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
					



 


50

















 


	
   

  	
  HERTZ SYSTEM, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HERTZ TRANSPORTING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SMARTZ VEHICLE RENTAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Secretary

  
					



 


51

















 


	
  Acknowledged and Agreed to as

  
	
  of the date hereof by:

  
	
   

  
	
  DEUTSCHE BANK AG, NEW YORK BRANCH,

  
	
  as Collateral Agent and Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
  Name:

  	
  Marguerite Sutton

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Omayra Laucella

  	
   

  
	
   

  	
  Name:

  	
  Omayra Laucella

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


52