Exhibit 4.7.2


 




 





 


U.S. 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

  	
  17

  
	
  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

  	
  28

  
	
  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

  	
  35

  
	
  6.7 Registration Rights

  	
  35

  
	
  6.8 Waiver; Deficiency

  	
  36

  
	
  6.9 Certain Undertakings
  with Respect to Special Purpose Subsidiaries.

  	
  37

  
	
   

  	
   

  
	
  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

  	
  41

  
	
  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

  	
  43

  
	
   

  	
   

  
	
  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

















 


U.S. GUARANTEE AND
COLLATERAL AGREEMENT


 


U.S. 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, Hertz Equipment Rental Corporation
(together with the Parent Borrower, and as further defined in the Credit
Agreement, the “U.S. Borrowers”, Matthews Equipment Limited., Western
Shut-Down (1995) Limited (collectively, the “Borrowers”), DBNY, as
Collateral Agent and Administrative Agent, Deutsche Bank AG, Canada Branch, as
Canadian agent (in such capacity, the “Canadian Agent”), and the other
parties party thereto, the Lenders have severally agreed to make extensions of
credit to the Borrowers upon the terms and subject to the conditions set forth
therein;


 


WHEREAS, the Borrowers are members of an affiliated group of companies
that includes CCMGC, the Borrowers, the Parent Borrower’s other 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 (other than the Canadian Borrowers) collectively,
the “Granting Parties”);


 


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


 


WHEREAS, the Borrowers 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 “Term
Credit Agreement”), among The Hertz Corporation (in its specific capacity
as Term Borrower, the “Term Borrower”), in favor of DBNY, as collateral
agent (in such capacity, the “Term Collateral Agent”) and administrative
agent (in such capacity, the “Term Administrative Agent”) for the banks
and other financial institutions lenders thereunder (collectively, the “Term
Lenders”; individually, a “Term Lender”), and the other parties
party thereto, the Term Lenders have severally agreed to make extensions of
credit to the Term Borrower upon the terms and subject to the conditions set
forth therein;


 


WHEREAS, pursuant to that certain 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 “Term Guarantee
and Collateral Agreement”), among the Term Borrower, certain of its
subsidiaries and DBNY, as Term Collateral Agent and Term Administrative Agent,
the Term Borrower and such subsidiaries have granted a first priority Lien to
the Term Collateral Agent for the benefit of the holders of Term Obligations
(as defined in the Intercreditor Agreement referred to below) on the Term
Priority Collateral (as defined in the Intercreditor Agreement) and a second
priority Lien for the benefit of the holders of the Term Obligations on the ABL
Priority Collateral (as defined herein); and


 


WHEREAS, the Collateral Agent, the Administrative Agent, the Term
Collateral Agent and the Term Administrative Agent have entered into an
Intercreditor Agreement, acknowledged by the Borrowers 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
Borrowers 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:


 


2

















 


“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 (other than any intellectual property),
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.


 


“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.


 


3

















 


“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 U.S. 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”: with respect to
any Borrower, the collective reference to: all obligations and liabilities of
such 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 such Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans,
the Reimbursement Obligations, and all other obligations and liabilities of
such 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, 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 Guarantee Obligation of CCMGC or any


 


4

















 


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 such 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 such Borrower pursuant to the terms of the
Credit Agreement or any other Loan Document).


 


“Borrowers”:
as defined in the recitals hereto.


 


 “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.


 


“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 Revolving Credit Commitments, (ii) the
Swing Line Commitment and (iii) the obligation of the Issuing Lenders to issue
Letters of Credit to the Borrowers 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


 


5

















 


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.


 


“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.


 


6

















 


“Grantor”:  CCMGC, the Borrowers, 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 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 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 or to the Lenders that are required to be
paid by such Guarantor pursuant to the terms of this Agreement or any other
Loan Document).


 


“Guarantors”:  the collective reference to each Granting
Party; provided, that, when referring to the U.S. Borrowers as
Guarantors, such reference shall be a reference solely to a guaranty of the
Obligations of the Canadian Borrowers.


 


 “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.


 


7

















 


“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 and (ii) the Euro MTN
Secured Parties.


 


“Obligations”:  (i) in the case of each 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 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.


 


8

















 


“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).


 


“Pledgor”:  CCMGC (with respect to the Pledged Stock of
the Parent Borrower and all other Pledged Collateral of the Parent Borrower),
the U.S. Borrowers (with respect to Pledged Stock of the entities listed on Schedule
2 hereto under the name of such applicable Borrower and all other Pledged
Collateral of such applicable 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 Canadian Agent, the Collateral Agent, the
Canadian Collateral Agent and each Other Representative, (ii) the Lenders (including,
without limitation, the Canadian Lenders, 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) 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


 


9

















 


Lender and
(vi) 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 Administrative
Agent”: as defined in the recitals hereto.


 


“Term
Borrower”: as defined in the recitals hereto.


 


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


 


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


 


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


 


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


 


“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.


 


“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.


 


10

















 


“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.


 


“U.S.
Borrowers”: the Parent Borrower and Hertz Equipment Rental Corporation.


 


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.


 


(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


 


11

















 


deemed to be references thereto only to the
extent the same constitute Collateral or Pledged Collateral, respectively.


 


SECTION 2  GUARANTEE


 


2.1 Guarantee. (a)
(i) 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 each U.S. Borrower when due and payable (whether at
the stated maturity, by acceleration or otherwise) of the Borrower Obligations
of such U.S. Borrower owed to the applicable Secured Parties, and (ii) 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
each Canadian Borrower when due and payable (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations of such Canadian
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 any of the Borrowers
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.


 


(e)           No payment made by any 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 any of
the Borrowers, any of the Guarantors, any other guarantor or any


 


12

















 


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 each
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 any 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 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 Borrowers 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 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


 


13

















 


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 any of the
Borrowers 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 any
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 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


 


14

















 


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 any of the Borrowers 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 any of the
Borrowers, (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 any 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 any of the Borrowers or such Guarantor) that constitutes, or
might be construed to constitute, an equitable or legal discharge of any of the
Borrowers 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 any of the Borrowers, 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 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 any of the 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 Secured Party against any
Guarantor. For the purposes hereof “demand” shall include the commencement and
continuance of any legal proceedings.


 


15

















 


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 any 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, any 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);


 


(g)           all Deposit Accounts (including
DDAs);


 


(h)           all Documents;


 


16

















 


(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 the 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.


 


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”):


 


17

















 


(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


 


(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 to the
extent that, prior to or simultaneously with such property being excluded from,
and/or ceasing to


 


18

















 


constitute a part of, the Security
Collateral, one or more of the U.S. Borrowers shall have repaid amounts
outstanding under the Credit Agreement such that (x) the sum of (A) the
aggregate U.S. Facility Revolving Credit Lender Exposure plus (B) the aggregate
unpaid balance of all other Extensions of Credit to, or for the account of the
U.S. Borrowers plus (C) the amount by which the aggregate unpaid Extensions of
Credit made to the Canadian Borrowers exceeds the Canadian Borrowing Base (as
set forth in a Borrowing Base Certificate delivered on the date of such
prepayment (with appropriate adjustments to the form thereof) calculating the
Canadian Borrowing Base after giving effect to the exclusion of such property
from the Security Collateral, does not exceed (y) the U.S. Borrowing Base (as
set forth in a Borrowing Base Certificate delivered on the date of such
prepayment (with appropriate adjustments to the form thereof) calculating the
U.S. Borrowing Base after giving effect to the exclusion of such property from
the Security Collateral).


 


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 ABL Priority Collateral, prior to the Discharge
of Term Obligations (as defined in the Intercreditor Agreement), be subject and
subordinate to the Liens granted to the Term Collateral Agent for the benefit
of the holders of the Term Obligations to secure the Term Obligations pursuant
to the Term 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 Term Obligations remain outstanding, any obligation hereunder to physically
deliver to the Collateral Agent any Security Collateral constituting Term
Priority Collateral shall be satisfied by causing such Term Priority Collateral
to be physically delivered to the Term 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 Borrowers 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


 


19

















 


their respective extensions of credit to the
Borrowers 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 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 Term 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 Canadian Collateral Agent, the Administrative Agent or the Term
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


 


20

















 


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, 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 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;


 


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(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);


 


(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 Borrowers thereunder, each Pledgor
hereby represents and warrants to the Collateral Agent and each other Secured
Party that:


 


22

















 


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.


 


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 Term 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
Term 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
Term 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 Term 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 Term
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


 


23

















 


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.


 


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 Term
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 Term Collateral Agent, as applicable, in accordance
with the Intercreditor Agreement, duly indorsed in a manner satisfactory to the
Collateral Agent or the Term 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.


 


24

















 


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
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


 


25

















 


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:


 


(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


 


26

















 


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 (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.


 


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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 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 Term 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 Term 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 Term 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


 


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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 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 Term 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 Term Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement, endorsed in blank or, at the request of the Collateral
Agent or the Term Collateral Agent, as applicable, in accordance with the
Intercreditor Agreement, endorsed to the Collateral Agent or the Term 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:


 


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(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 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


 


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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


 


(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


 


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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.


 


(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


 


32

















 


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 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 Term 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 Term Collateral Agent or its nominee, and the Collateral
Agent or its nominee or the Term 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 Term 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 Term
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


 


33

















 


received by it, but the Collateral Agent or
the Term 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
Term 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.


 


(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 Term Collateral Agent and the other Secured
Parties hereto or the Secured Parties (as defined in the Term 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 Term 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 Term 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.


 


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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,
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


 


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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 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.


 


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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 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 any 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 any 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 (as the same may be amended from time to time, 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 any 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,


 


37

















 


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 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


 


38

















 


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 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


 


39

















 


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.


 


(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.


 


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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 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,


 


41

















 


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), 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


 


42

















 


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, 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 “Secured Party” or subsection 6.5 if
such waiver, amendment, or modification would adversely affect a Secured Party
without the written consent of each such affected Secured Party.


 


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


 


43

















 


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.


 


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 any of the Borrowers, any such
notice being expressly waived by each Guarantor and by each 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


 


44

















 


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 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:


 


45

















 


(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
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


 


46

















 


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 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.


 


47

















 


(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 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