guaranteeandcollateral.htm


     

    EXHIBIT
      10.2

     

    
      

      

    

     

    
      AMENDED AND RESTATED GUARANTEE AND
        COLLATERAL AGREEMENT

       

      made by

       

      AVIS BUDGET HOLDINGS, LLC,

       

      AVIS BUDGET CAR RENTAL, LLC

       

      and certain of its Subsidiaries

       

      in favor of

       

      JPMORGAN CHASE BANK, N.A.,
as
        Administrative Agent

       

      Dated as of December 23, 2008 

       

       

       

       

       

       

       

       

       

      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
                1.  DEFINED TERMS

               

            	
              2

               

            
	
              1.1      
Definitions

               

            	
              2

               

            
	
              1.2      
Other
                Definitional
                Provisions

               

            	
              5

               

            
	
              Section
                2.         B.

              ORROWER
                GUARANTEE

               

            	
              5

               

            
	
              2.1      
Borrower
                Guarantee

               

            	
              5

               

            
	
              2.2      
No
                Subrogation

               

            	
              6

               

            
	
              2.3      
Amendments,
                etc. with
                respect to the Subsidiary Borrower Obligations

               

            	
              6

               

            
	
              2.4      
Guarantee
                Absolute and
                Unconditional

               

            	
              6

               

            
	
              2.5      
Reinstatement

               

            	
              7

               

            
	
              2.6      
Payments

               

            	
              7

               

            
	
              Section
                3.         HOLDINGS AND SUBSIDIARY
                GUARANTEE

               

            	
              7

               

            
	
              3.1      
Holdings
                and Subsidiary
                Guarantee

               

            	
              7

               

            
	
              3.2      
Right
                of
                Contribution

               

            	
              8

               

            
	
              3.3      
No
                Subrogation

               

            	
              8

               

            
	
              3.4      
Amendments,
                etc. with
                respect to the Borrower Obligations and Subsidiary Borrower
                Obligations

               

            	
              9

               

            
	
              3.5      
Guarantees
                Absolute and
                Unconditional

               

            	
              9

               

            
	
              3.6      
Reinstatement

               

            	
              10

               

            
	
              3.7      
Payments

               

            	
              10

               

            
	
              Section
                4.         GRANT OF SECURITY
                INTEREST

               

            	
              10

               

            
	
              Section
                5.         REPRESENTATIONS AND
                WARRANTIES

               

            	
              12

               

            
	
              5.1      
Title;
                No Other
                Liens

               

            	
              12

               

            
	
              5.2      
Perfected
                Liens

               

            	
              12

               

            
	
              5.3      
Jurisdiction
                of
                Organization; Chief Executive Office

               

            	
              12

               

            
	
              5.4      
Investment
                Property

               

            	
              13

               

            
	
              5.5      
Intellectual
                Property

               

            	
              13

               

            
	
              5.6      
Receivables

               

            	
              14

               

            
	
              5.7      
Vehicles

               

            	
              14

               

            
	
              Section
                6.         COVENANTS

               

            	
              14

               

            
	
              6.1      
Delivery
                of
                Instruments, Certificated Securities and Chattel Paper

               

            	
              14

               

            
	
              6.2      
Payment
                of
                Obligations

               

            	
              14

               

            
	
              6.3      
Maintenance
                of
                Perfected Security Interest; Further Documentation

               

            	
              14

               

            
	
              6.4      
Changes
                in Name,
                etc

               

            	
              15

               

            
	
              6.5      
Notices

               

            	
              15

               

            
	
              6.6      
Investment
                Property

               

            	
              15

               

            
	
              6.7      
Receivables

               

            	
              16

               

            
	
              6.8      
Intellectual
                Property

               

            	
              16

               

            
	
              6.9      
Vehicles

               

            	
              18

               

            
	
              6.10    
Commercial
                Tort Claims

               

            	
              18

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                7.         REMEDIAL
                PROVISIONS

               

            	
              18

               

            
	
              7.1      
Certain
                Matters
                Relating to Receivables

               

            	
              18

               

            
	
              7.2      
Communications
                with
                Obligors; Grantors Remain Liable

               

            	
              18

               

            
	
              7.3      
Pledged
                Stock

               

            	
              19

               

            
	
              7.4      
Proceeds
                to be Turned
                Over To Administrative Agent

               

            	
              19

               

            
	
              7.5      
Application
                of
                Proceeds

               

            	
              20

               

            
	
              7.6      
Code
                and Other
                Remedies

               

            	
              20

               

            
	
              7.7      
Registration
                Rights

               

            	
              21

               

            
	
              7.8      
Deficiency

               

            	
              21

               

            
	
              7.9      
Grant
                of Intellectual
                Property License

               

            	
              21

               

            
	
              Section
                8.         THE ADMINISTRATIVE
                AGENT

               

            	
              22

               

            
	
              8.1      
Administrative
                Agent’s
                Appointment as Attorney-in-Fact, etc

               

            	
              22

               

            
	
              8.2      
Duty
                of Administrative
                Agent

               

            	
              23

               

            
	
              8.3      
Execution
                of Financing
                Statements

               

            	
              24

               

            
	
              8.4      
Authority
                of
                Administrative Agent

               

            	
              24

               

            
	
              Section
                9.         MISCELLANEOUS

               

            	
              24

               

            
	
              9.1      
Amendments
                in
                Writing

               

            	
              24

               

            
	
              9.2      
Notices

               

            	
              24

               

            
	
              9.3      
No
                Waiver by Course of
                Conduct; Cumulative Remedies

               

            	
              24

               

            
	
              9.4      
Enforcement
                Expenses;
                Indemnification

               

            	
              25

               

            
	
              9.5      
Successors
                and
                Assigns

               

            	
              25

               

            
	
              9.6      
Set-Off

               

            	
              25

               

            
	
              9.7      
Counterparts

               

            	
              26

               

            
	
              9.8      
Severability

               

            	
              26

               

            
	
              9.9      
Section
                Headings

               

            	
              26

               

            
	
              9.10    
Integration

               

            	
              26

               

            
	
              9.11    
GOVERNING
                LAW

               

            	
              26

               

            
	
              9.12    
Submission
                To Jurisdiction;
                Waivers

               

            	
              26

               

            
	
              9.13    
Acknowledgements

               

            	
              27

               

            
	
              9.14    
Additional
                Grantors

               

            	
              27

               

            
	
              9.15    
Releases

               

            	
              27

               

            
	
              9.16    
WAIVER
                OF JURY TRIAL

               

            	
              27

               

            
	
              9.17    
Continuation
                of Security
                Interests

               

            	
              28

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      SCHEDULES

       

      Schedule 1      
Notice Addresses

       

      Schedule 2      
Pledged Stock and Pledged Notes

       

      Schedule 3      
Domestic Perfection Matters

       

      Schedule 4      
[Reserved]

       

      Schedule 5      
Jurisdictions of Organization and Chief Executive
        Offices

       

      Schedule 6      
Intellectual Property

       

      Schedule 7      
Vehicles

       

       

       

      Annex
        I                      
Form of Assumption Agreement

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    AMENDED AND RESTATED
      GUARANTEE AND COLLATERAL AGREEMENT

     

     

     

     

     

    AMENDED AND RESTATED
      GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 23, 2008 (the
“Effective Date”), made by each of the signatories hereto (together with any
      other entity that may become a party hereto as provided herein, the “Grantors”),
      in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such
      capacity, the “Administrative Agent”) for the banks and other financial
      institutions or entities (the “Lenders”) from time to time parties to the Credit
      Agreement, dated as of April 19, 2006 (as amended, supplemented or otherwise
      modified from time to time, the “Credit Agreement”), among AVIS BUDGET HOLDINGS,
      LLC (“Holdings”), AVIS BUDGET CAR RENTAL, LLC (the “Borrower”), the Subsidiary
      Borrowers (as defined in the Credit Agreement) from time to time parties to
      the
      Credit Agreement, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, Bank
      of
      America, N.A., Calyon New York Branch and Citicorp USA, INc., as Documentation
      Agents, Wachovia Bank, National Association, as Co-Documentation Agent, the
      Lenders and the Administrative Agent.

     

     

     

    W I T N E S S E T H:

     

     

     

    WHEREAS, pursuant to the
      Credit Agreement, the Lenders have severally agreed to make extensions of credit
      to the Borrower and the Subsidiary Borrowers upon the terms and subject to
      the
      conditions set forth therein;

     

     

     

    WHEREAS, the Borrower and
      each Subsidiary Borrower is a member of an affiliated group of companies that
      includes each other Grantor;

     

     

     

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

     

     

     

    WHEREAS, the Borrower, each
      Subsidiary Borrower and the other Grantors will derive substantial direct and
      indirect benefit from the making of the extensions of credit under the Credit
      Agreement; 

     

     

     

    WHEREAS, pursuant to the
      Credit Agreement, the Borrower and certain other Grantors entered into a
      Guarantee and Collateral Agreement dated as of April 19, 2006 (the “Existing
      Guarantee and Collateral Agreement”) in favor of the Administrative Agent for
      the benefit of the lenders party to the Credit Agreement and certain other
      parties in order to guarantee and secure the extensions of credit made to the
      Borrower thereunder and certain other extensions of credit;

     

     

     

    WHEREAS, the Borrower
      entered into a First Amendment to the Credit Agreement, dated as of December
      23,
      2008 (the “First Amendment”), pursuant to which the Administrative Agent, the
      Lenders and the Borrower agreed to amend certain terms in the Credit Agreement;
      and

     

     

     

    WHEREAS, it is a condition
      precedent to the agreements of the Lenders under the First Amendment to amend
      certain terms in the Credit Agreement that the Grantors shall have executed
      and
      delivered this Agreement to the Administrative Agent for the ratable 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 First Amendment and to induce the Lenders to amend
      certain terms in the Credit Agreement and to continue to make their respective
      extensions of credit thereunder and certain other extensions of credit, each
      Grantor hereby agrees that the Existing Guarantee and Collateral Agreement
      is
      hereby amended and restated as of the Effective Date to read in its entirety
      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 are used herein
      as defined in Article 9 of the New York UCC:  Account, Certificated
      Security, Chattel Paper, Deposit Account, Documents, Equipment, General
      Intangibles, Instruments, Inventory, Letter of Credit Rights and Supporting
      Obligations.

     

     

     

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

     

     

     

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

     

     

     

    “Borrower
      Obligations”:  the collective reference to the unpaid principal of and
      interest on the Loans and Reimbursement Obligations and all other obligations
      and liabilities of the Borrower (including, without limitation, (i) interest
      accruing at the then applicable rate provided in the Credit Agreement after
      the
      maturity of the Loans and Reimbursement Obligations and interest accruing at
      the
      then applicable rate provided in the Credit Agreement after the filing of any
      petition in bankruptcy, or the commencement of any insolvency, reorganization
      or
      like proceeding, relating to the Borrower, whether or not a claim for
      post-filing or post-petition interest is allowed in such proceeding and (ii)
      Revolving Extensions of Credit made under the New Local Facility) to the
      Administrative Agent or any Lender (or, in the case of any Specified Swap
      Agreement, any Affiliate of any Lender), 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, this
      Agreement (including, without limitation, the Borrower Guarantor Obligations),
      the other Loan Documents, any Letter of Credit, any Specified Swap Agreement
      or
      any other document made, delivered or given in connection with any of the
      foregoing, in each case whether on account of principal, interest, reimbursement
      obligations, swap coupon or termination payments, fees or indemnities or
      reasonable out-of-pocket costs or expenses (including, without limitation,
      all
      reasonable out-of-pocket fees and disbursements of counsel to the Administrative
      Agent or to the Lenders that are required to be paid by the Borrower pursuant
      to
      the terms of any of the foregoing agreements).

     

     

     

    “Borrower Guarantor
      Obligations”:  without duplicating any Borrower Obligations, all
      obligations and liabilities of the Borrower described in Section 2 of this
      Agreement.

     

     

     

    “Borrower Termination
      Event”:  as defined in Section 3.1(d).

     

     

     

    “Collateralized”: 
secured by cash collateral
      arrangements and/or backstop letters of credit
      entered into on terms and in amounts reasonably satisfactory to the
      Administrative Agent and the relevant Issuing Lender.

     

     

     

    “Collateral”:  as
      defined in Section 4.

     

     

     

    “Collateral Account”: 
any collateral account established
      by the Administrative Agent as provided in
      Section 7.1 or 7.4.

     

     

     

    “Copyright Licenses”: 
any written or oral agreement
      naming any Grantor as licensor or licensee
      (including, without limitation, those listed in Schedule 6), granting any right
      under any Copyright, including, without limitation, the grant of rights to
      manufacture, distribute, exploit and sell Copyrighted materials.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Copyrights”:  (i) all
      copyrights arising under the laws of the United States, any other country or
      any
      political subdivision thereof, whether registered or unregistered and whether
      published or unpublished, all registrations, applications and recordings thereof
      in the United States Copyright Office and any other copyright registry office
      (including, without limitation, those listed in Schedule 6), and all
      applications in connection therewith, including, without limitation, all
      registrations, recordings and applications in the United States Copyright
      Office, and (ii) the right to obtain all renewals thereof.

     

     

     

    “Foreign Subsidiary Voting
      Stock”:  the voting Capital Stock of any Foreign Subsidiary.

     

     

     

    “Grantor”:  as defined
      in the preamble hereto.

     

     

     

    “Guarantor
      Obligations”:  with respect to any Guarantor, without duplicating any
      Subsidiary Borrower Obligations, all obligations and liabilities of such
      Guarantor which may arise under or in connection with this Agreement (including,
      without limitation, Section 3) or any other Loan Document or any Specified
      Swap
      Agreement to which such Guarantor is a party, in each case whether on account
      of
      guarantee obligations, repayment obligations, reimbursement obligations, fees,
      indemnities or reasonable out-of-pocket costs or expenses (including, without
      limitation, all reasonable, out-of-pocket fees and disbursements of counsel
      to
      the Administrative Agent 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 Grantor other than the Borrower.  For the
      avoidance of doubt, notwithstanding any other provision of this Agreement,
      the
      parties hereto expressly agree that no Excluded Subsidiary, Foreign Subsidiary
      or Securitization Entity shall be a Guarantor.

     

     

     

    “Intellectual
      Property”:  the collective reference to all rights, priorities and
      privileges with respect to intellectual property, whether arising under United
      States, multinational or foreign laws or otherwise, including, without
      limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent
      Licenses, the Trademarks, the Trademark Licenses, trade secrets, know-how,
      and
      other confidential information, and all rights to sue at law or in equity for
      any infringement or other impairment thereof, including the right to receive
      all
      proceeds and damages therefrom.

     

     

     

    “Intercompany Note”: any
      promissory note evidencing loans or advances made by any Loan Party to Holdings
      or any of its Subsidiaries.

     

     

     

    “Investment Property”: the
      collective reference to (i) all “investment property” as such term is defined in
      Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary
      Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether
      or not constituting “investment property” as so defined, all Pledged Notes and
      all Pledged Stock.

     

     

     

    “Issuers”:  the
      collective reference to each issuer of any Pledged Stock.

     

     

     

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

     

     

     

    “Obligations”:  (i) in
      the case of the Borrower, the Borrower Obligations and the Borrower Guarantor
      Obligations, (ii) in the case of each Guarantor which is also a Subsidiary
      Borrower, its Subsidiary Borrower Obligations, and (iii) in the case of each
      Guarantor (whether or not a Subsidiary Borrower), its Guarantor
      Obligations.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Patents”:  (i) all
      letters patent of the United States, any other country or any political
      subdivision thereof, all reissues and extensions thereof and all goodwill
      associated therewith, including, without limitation, any of the foregoing
      referred to in Schedule 6, (ii) all applications for letters patent of the
      United States or any other country and all divisions, continuations and
      continuations-in-part thereof, including, without limitation, any of the
      foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues
      or extensions of the foregoing.  

     

     

     

    “Patent License”:  all
      agreements, whether written or oral, providing for the grant by or to any
      Grantor of any right to manufacture, use or sell any invention covered in whole
      or in part by a Patent, including, without limitation, any of the foregoing
      listed on Schedule 6.

     

     

     

    “Pledged Notes”: all
      promissory notes listed on Schedule 2, all Intercompany Notes at any time issued
      to or held by any Grantor and all other promissory notes issued to or held
      by
      any Grantor.

     

     

     

    “Pledged Stock”:  the
      shares of Capital Stock listed on Schedule 2, together with any other shares,
      stock certificates, options, interests or rights of any nature whatsoever in
      respect of the Capital Stock of any Subsidiary of any Grantor (other than any
      Excluded Subsidiary or any Securitization Entity) that may be issued or granted
      to, or held by, any Grantor while this Agreement is in effect; provided that
      in
      no event shall Pledged Stock or Collateral include more than 66% of the total
      outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary.

     

     

     

    “Proceeds”:  all
“proceeds” as such term is defined
      in Section 9-102(a)(64) of the New York UCC
      and, in any event, shall include, without limitation, all dividends or other
      income from the Investment Property, collections thereon or distributions or
      payments with respect thereto.

     

     

     

    “Receivable”: any right to
      payment for goods sold or leased or for services rendered, whether or not such
      right is evidenced by any Instrument or Chattel Paper and whether or not it
      has
      been earned by performance (including, without limitation, such right if it
      constitutes an Account).

     

     

     

    “Secured Parties”:  the
      collective reference to the Administrative Agent, the Lenders and any affiliate
      of any Lender to which Borrower Obligations or Guarantor Obligations, as
      applicable, are owed.

     

     

     

    “Securities Account”: 
as defined in Article 8
      of the New York UCC.

     

     

     

    “Securities Act”:  the
      Securities Act of 1933, as amended.

     

     

     

    “Subsidiary Borrower
      Obligations”:  with respect to each Subsidiary Borrower, without
      duplicating any Guarantor Obligations, the collective reference to the unpaid
      principal of and interest on the Loans and all other obligations and liabilities
      of such Subsidiary Borrower (including, without limitation, interest accruing
      at
      the then applicable rate provided in the Credit Agreement after the maturity
      of
      the Loans and interest accruing at the then applicable rate provided in the
      Credit Agreement after the filing of any petition in bankruptcy, or the
      commencement of any insolvency, reorganization or like proceeding, relating
      to
      such Subsidiary Borrower, whether or not a claim for post-filing or
      post-petition interest is allowed in such proceeding) to the Administrative
      Agent or any Lender (or, in the case of any Specified Swap Agreement, any
      Affiliate of any Lender), 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, this Agreement,
      the
      other Loan Documents, any Letter of Credit, any Specified Swap Agreement or
      any
      other document made, delivered or given in connection with any of the foregoing,
      in each case whether on account of  principal, interest, reimbursement
      obligations, swap coupon or termination payments, fees or indemnities or
      reasonable out-of-pocket costs or expenses (including, without limitation,
      all
      reasonable out-of-pocket fees and disbursements of counsel to the Administrative
      Agent or to the Lenders that are required to be paid by such Subsidiary Borrower
      pursuant to the terms of any of the foregoing agreements).

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Subsidiary Borrower
      Termination Event”:  as defined in Section 2.1(d).

     

     

     

    “Subsidiary Guarantor”: each
      Guarantor other than Holdings and the Borrower.

     

     

     

    “Trademarks”:  (i) all
      trademarks, trade names, corporate names, company names, business names, domain
      names, fictitious business names, trade styles, service marks, logos and other
      indicators of the source of goods or services, and all goodwill associated
      therewith, now existing or hereafter adopted or acquired, all registrations
      and
      recordings thereof, and all applications in connection therewith, whether in
      the
      United States Patent and Trademark Office or in any similar office or agency
      of
      the United States, any State thereof or any other country or any political
      subdivision thereof, or otherwise, and all common-law rights therein, including,
      without limitation, any of the foregoing listed on Schedule 6, and (ii) the
      right to obtain all renewals thereof.

     

    “Trademark License”:  any agreement,
      whether written or oral, providing for the grant by or to any Grantor of any
      right to use any Trademark, including, without limitation, any of the foregoing
      referred to in Schedule 6.

     

     

     

    “Vehicles”: all cars,
      trucks, trailers and other vehicles covered by a certificate of title law of
      any
      state other than any car, truck, trailer or other vehicle securing indebtedness
      permitted under the Credit Agreement and, in any event including, without
      limitation, the vehicles described on Schedule [7] and all tires and other
      appurtenances to any of the foregoing.

     

     

     

    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 and Schedule 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 or any part thereof, when used in relation to a
      Grantor, shall refer to such Grantor’s Collateral or the relevant part
      thereof.

     

     

     

    SECTION 2.  BORROWER GUARANTEE

     

     

     

    2.1    Borrower
      Guarantee. (a)  The Borrower hereby,
      unconditionally and irrevocably, guarantees to the Administrative Agent, for
      the
      ratable benefit of the Secured Parties and their respective successors,
      indorsees, transferees and assigns, the prompt and complete payment and
      performance by each Subsidiary Borrower when due (whether at the stated
      maturity, by acceleration or otherwise) of its Subsidiary Borrower Obligations.
      

     

     

     

    (b)  Anything herein or in any other Loan
      Document to the contrary notwithstanding, the maximum liability of the Borrower
      hereunder and under the other Loan Documents in respect of its guarantee
      obligations shall in no event exceed the amount which can be guaranteed by
      the
      Borrower under applicable federal and state laws relating to the insolvency
      of
      debtors (after giving effect to the right of contribution established in Section
      2.2).

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (c)  The guarantee contained in this
      Section 2 shall remain in full force and effect until all the Subsidiary
      Borrower Obligations shall have been satisfied by payment in full, each Letter
      of Credit shall have terminated, expired or been Collateralized and the
      Commitments shall have been terminated (all of the foregoing conditions
      together, the “Subsidiary Borrower Termination Event”), notwithstanding that
      from time to time during the term of the Credit Agreement each Subsidiary
      Borrower may be free from any Subsidiary Borrower Obligations.  

     

     

     

    (d)  No payment made by any Subsidiary
      Borrower, any of the other Guarantors, any other guarantor or any other Person
      or received or collected by the Administrative Agent or any Lender from any
      Subsidiary Borrower, any of the other Guarantors, any other guarantor or any
      other Person by virtue of any action or proceeding or any set-off or
      appropriation or application at any time or from time to time in reduction
      of or
      in payment of the Subsidiary Borrower Obligations shall be deemed to modify,
      reduce, release or otherwise affect the liability of the Borrower hereunder
      which shall, notwithstanding any such payment (other than any payment made
      by
      the Borrower in respect of the Subsidiary Borrower Obligations or any payment
      received or collected from the Borrower in respect of the Subsidiary Borrower
      Obligations), remain liable for the Subsidiary Borrower Obligations up to the
      maximum liability of the Borrower hereunder until the occurrence of the
      Subsidiary Borrower Termination Event.

     

     

     

    2.2   No
      Subrogation.  Notwithstanding any payment or payments made by the
      Borrower hereunder, or any set-off or application of funds of the Borrower
      by
      the Administrative Agent or any Lender, the Borrower shall not be entitled
      to be
      subrogated to any of the rights of the Administrative Agent or any Lender
      against the Subsidiary Borrowers or against any collateral security or guarantee
      or right of offset held by the Administrative Agent or any Lender for the
      payment of the Subsidiary Borrower Obligations, nor shall the Borrower seek
      or
      be entitled to seek any contribution or reimbursement from the Subsidiary
      Borrowers in respect of payments made by the Borrower hereunder, until the
      Subsidiary Borrower Termination Event.  If any amount shall be paid to the
      Borrower on account of  such subrogation rights at any time before the
      Subsidiary Borrower Termination Event, such amount shall be held by the Borrower
      in trust for the Administrative Agent and the Lenders, segregated from other
      funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be
      turned over to the Administrative Agent in the exact form received by the
      Borrower (duly indorsed by the Borrower to the Administrative Agent, if
      required), to be applied against the Subsidiary Borrower Obligations, whether
      matured or unmatured, in such order as the Administrative Agent may
      determine.

     

     

     

    2.3    Amendments,
      etc. with respect to the Subsidiary Borrower
      Obligations.   The Borrower shall remain obligated hereunder
      notwithstanding that, without any reservation of rights against the Borrower
      and
      without notice to or further assent by the Borrower, any demand for payment
      of
      any of the Subsidiary Borrower Obligations made by the Administrative Agent
      or
      any Lender may be rescinded by the Administrative Agent or such Lender and
      any
      of the Subsidiary Borrower Obligations continued, and the Subsidiary 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, modified, accelerated, compromised, waived, surrendered or released
      by
      the Administrative Agent or any Lender, and the Credit Agreement and the other
      Loan Documents and any other documents executed and delivered in connection
      therewith may be amended, modified, supplemented or terminated, in whole or
      in
      part, as the Administrative Agent (or the Required Lenders or all Lenders,
      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 Administrative
      Agent or any Lender for the payment of the Subsidiary Borrower Obligations
      may
      be sold, exchanged, waived, surrendered or released.  Neither the
      Administrative Agent nor any Lender shall have any obligation to protect,
      secure, perfect or insure any Lien at any time held by it as security for the
      Subsidiary Borrower Obligations or for the guarantee contained in this Section
      2
      or any property subject thereto.  

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.4    Guarantee
      Absolute and Unconditional.  The Borrower
      waives any and all notice of the creation, renewal, extension or accrual of
      any
      of the Subsidiary Borrower Obligations and notice of or proof of reliance by
      the
      Administrative Agent or any Lender upon the guarantee contained in this Section
      2 or acceptance of the guarantee contained in this Section 2; the Subsidiary
      Borrower Obligations, and any of them, shall conclusively be deemed to have
      been
      created, contracted or incurred, or renewed, extended, amended or waived, in
      reliance upon the guarantee contained in this Section 2; and all dealings
      between the Borrower and the Subsidiary Borrowers, on the one hand, and the
      Administrative Agent and the Lenders, 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.  The Borrower waives diligence,
      presentment, protest, demand for payment and notice of default or nonpayment
      to
      or upon the Borrower or the applicable Subsidiary Borrower with respect to
      the
      Subsidiary Borrower Obligations.  The Borrower understands and agrees that
      the guarantee contained in this Section 2 shall be construed as a continuing,
      absolute and unconditional guarantee of payment (to the extent permitted by
      applicable law) without regard to (a) the validity or enforceability of the
      Credit Agreement or any other Loan Document, any of the Subsidiary Borrower
      Obligations or any other collateral security therefor or guarantee or right
      of
      offset with respect thereto at any time or from time to time held by the
      Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
      (other than a defense of payment or performance) which may at any time be
      available to or be asserted by any Subsidiary Borrower or any other Person
      against the Administrative Agent or any Lender, or (c) any other circumstance
      whatsoever (with or without notice to or knowledge of the Borrower or any
      Subsidiary Borrower) which constitutes, or might be construed to constitute,
      an
      equitable or legal discharge of  the Subsidiary Borrowers for the
      Subsidiary Borrower Obligations, or of the Borrower 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 the Borrower, the Administrative Agent or any Lender may,
      but
      shall be under no obligation to, make a similar demand on or otherwise pursue
      such rights and remedies as it may have against the Subsidiary Borrowers or
      any
      other Person or against any collateral security or guarantee for the Subsidiary
      Borrower Obligations or any right of offset with respect thereto, and any
      failure by the Administrative Agent or any Lender to make any such demand,
      to
      pursue such other rights or remedies or to collect any payments from the
      Borrower, any Subsidiary Borrower, or any other Person or to realize upon any
      such collateral security or guarantee or to exercise any such right of offset,
      or any release of the Borrower, any Subsidiary Borrower or any other Person
      or
      any such collateral security, guarantee or right of offset, shall not relieve
      the Borrower 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 Administrative Agent or any Lender against the
      Borrower.  For the purposes hereof, “demand” shall include the commencement
      and continuance of any legal proceedings.

     

     

     

    2.5    Reinstatement. The
      guarantee 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 Subsidiary Borrower
      Obligations is rescinded or must otherwise be restored or returned by the
      Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
      liquidation or reorganization of the Borrower, any Subsidiary Borrower or any
      other Guarantor, or upon or as a result of the appointment of a receiver,
      intervenor or conservator of, or trustee or similar officer for, the Borrower,
      any Subsidiary Borrower or any other Guarantor or any substantial part of its
      property, or otherwise, all as though such payments had not been made.

     

     

     

    2.6    Payments. The
      Borrower hereby guarantees that
      payments hereunder will be paid to the Administrative Agent without set-off
      or
      counterclaim in Dollars at the Funding Office.

     

     

     

    SECTION 3.    HOLDINGS
      AND
      SUBSIDIARY GUARANTEE

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.1    Holdings
      and Subsidiary Guarantee. (a)  Each of
      the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
      guarantees to the Administrative Agent, for the ratable benefit of the Secured
      Parties and their respective successors, indorsees, transferees and assigns,
      the
      prompt and complete payment and performance by the Borrower and the Subsidiary
      Borrowers when due (whether at the stated maturity, by acceleration or
      otherwise) of the Borrower Obligations and the Subsidiary Borrower Obligations.
      

     

     

     

    (b)  Anything herein or in any other Loan
      Document to the contrary notwithstanding, the maximum liability of each
      Guarantor (other than Holdings) hereunder and under the other Loan Documents
      shall in no event exceed the amount which can be guaranteed by such Guarantor
      under applicable federal and state laws relating to the insolvency of debtors
      (after giving effect to the right of contribution established in Section
      3.2).

     

     

     

    (c)  Each Guarantor agrees that the
      Borrower Obligations and the Subsidiary Borrower Obligations, either solely
      or
      collectively, 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 3 or affecting the rights and remedies of the Administrative
      Agent or any Lender hereunder.  

     

     

     

    (d)  The guarantee contained in this
      Section 3 shall remain in full force and effect until all the Borrower
      Obligations and Subsidiary Borrower Obligations shall have been satisfied by
      payment in full, each Letter of Credit shall have terminated, expired or been
      Collateralized, and the Commitments shall have been terminated (all of the
      foregoing conditions together, the “Borrower Termination Event”),
      notwithstanding that from time to time during the term of the Credit Agreement
      the Borrower may be free from any Borrower Obligations and Subsidiary Borrower
      Obligations.

     

     

     

    (e)  No payment made by the Borrower, any
      of the Subsidiary Borrowers, any of the Guarantors, any other guarantor or
      any
      other Person or received or collected by the Administrative Agent or any Lender
      from the Borrower, any of the Subsidiary Borrowers, any of the Guarantors,
      any
      other guarantor or any other Person by virtue of any action or proceeding or
      any
      set-off or appropriation or application at any time or from time to time in
      reduction of or in payment of the Borrower Obligations or the Subsidiary
      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 the Subsidiary Borrower Obligations or any payment
      received or collected from such Guarantor in respect of the Borrower Obligations
      or the Subsidiary Borrower Obligations), remain liable for the Borrower
      Obligations and the Subsidiary Borrower Obligations up to the maximum liability
      of such Guarantor hereunder until the
      occurrence of the
      Borrower Termination Event.

     

     

     

    3.2    Right
      of Contribution. Each Subsidiary Guarantor
      hereby agrees that to the extent that a Guarantor shall have paid more than
      its
      proportionate share of any payment made hereunder, such Subsidiary Guarantor
      shall be entitled to seek and receive contribution from and against any other
      Subsidiary Guarantor hereunder which has not paid its proportionate share of
      such payment.  Each Subsidiary Guarantor’s right of contribution shall be
      subject to the terms and conditions of Section 3.3.  The provisions of this
      Section 3.2 shall in no respect limit the obligations and liabilities of any
      Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall
      remain liable to the Administrative Agent and the Lenders for the full amount
      guaranteed by such Guarantor hereunder.

     

     

     

    3.3    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 Lender, no Guarantor shall be
      entitled to be subrogated to any of the rights of the Administrative Agent
      or
      any Lender against the Borrower, any Subsidiary Borrower or any other Guarantor
      or any collateral security or guarantee or right of offset held by the
      Administrative Agent or any Lender for the payment of the Borrower Obligations
      or the Subsidiary Borrower Obligations, nor shall any Guarantor seek or be
      entitled to seek any contribution or reimbursement from the Borrower, any
      Subsidiary Borrower or any other Guarantor in respect of payments made by such
      Guarantor hereunder, until the occurrence of the Borrower Termination
      Event.  If any amount shall be paid to any Guarantor on account of such
      subrogation rights at any time before the occurrence of the Borrower Termination
      Event, such amount shall be held by such Guarantor in trust for the
      Administrative Agent and the Lenders, 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
      applied against the Borrower Obligations and the Subsidiary Borrower
      Obligations, whether matured or unmatured, in such order as the Administrative
      Agent may determine.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.4    Amendments,
      etc. with respect to the Borrower Obligations
      and Subsidiary Borrower Obligations.  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 or Subsidiary Borrower
      Obligations made by the Administrative Agent or any Lender may be rescinded
      by
      the Administrative Agent or such Lender and any of the Borrower Obligations
      and
      the Subsidiary Borrower Obligations continued, and the Borrower Obligations
      and
      the Subsidiary Borrower Obligations 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, modified, accelerated,
      compromised, waived, surrendered or released by the Administrative Agent or
      any
      Lender, and the Credit Agreement and the other Loan Documents and any other
      documents executed and delivered in connection therewith may be amended,
      modified, supplemented or terminated, in whole or in part, as the Administrative
      Agent (or the Required Lenders or all Lenders, 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 Administrative Agent or any Lender for the
      payment of the Borrower Obligations or the Subsidiary Borrower Obligations
      may
      be sold, exchanged, waived, surrendered or released.  Neither the
      Administrative Agent nor any Lender shall have any obligation to protect,
      secure, perfect or insure any Lien at any time held by it as security for the
      Borrower Obligations or the Subsidiary Borrower Obligations or for the guarantee
      contained in this Section 3 or any property subject thereto.  

     

     

     

    3.5    Guarantees
      Absolute and Unconditional.  Each
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Borrower Obligations and Subsidiary Borrower Obligations
      and notice of or proof of reliance by the Administrative Agent or any Lender
      upon the guarantee contained in this Section 3 or acceptance of the guarantee
      contained in this Section 3; the Borrower Obligations and Subsidiary Borrower
      Obligations 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 3; and all dealings between the Borrower,
      the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the
      Administrative Agent and the Lenders, on the other hand, likewise shall be
      conclusively presumed to have been had or consummated in reliance upon the
      guarantee contained in this Section 3.  Each Guarantor waives diligence,
      presentment, protest, demand for payment and notice of default or nonpayment
      to
      or upon the Borrower, the Subsidiary Borrowers or any of the Guarantors with
      respect to the Borrower Obligations and the Subsidiary Borrower
      Obligations.  Each Guarantor understands and agrees that the guarantee
      contained in this Section 3 shall be construed as a continuing, absolute and
      unconditional guarantee of payment (to the extent permitted by applicable law)
      without regard to (a) the validity or enforceability of the Credit Agreement
      or
      any other Loan Document, any of the Borrower Obligations or the Subsidiary
      Borrower Obligations or any other collateral security therefor or guarantee
      or
      right of offset with respect thereto at any time or from time to time held
      by
      the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
      (other than a defense of payment or performance) which may at any time be
      available to or be asserted by the Borrower, any Subsidiary Borrower or any
      other Person against the Administrative Agent or any Lender, or (c) any other
      circumstance whatsoever 

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (with or without notice to or knowledge of
      the
      Borrower, any Subsidiary Borrower or such Guarantor) which constitutes, or
      might
      be construed to constitute, an equitable or legal discharge of the Borrower
      for
      the Borrower Obligations, of any Subsidiary Borrower for the Subsidiary Borrower
      Obligations or of such Guarantor under the guarantee contained in this Section
      3, in bankruptcy or in any other instance.  When making any demand
      hereunder or otherwise pursuing its rights and remedies hereunder against any
      Guarantor, the Administrative Agent or any Lender may, but shall be under no
      obligation to, make a similar demand on or otherwise pursue such rights and
      remedies as it may have against the Borrower, any Subsidiary Borrower, any
      other
      Guarantor or any other Person or against any collateral security or guarantee
      for the Borrower Obligations or the Subsidiary Borrower Obligations or any
      right
      of offset with respect thereto, and any failure by the Administrative Agent
      or
      any Lender to make any such demand, to pursue such other rights or remedies
      or
      to collect any payments from the Borrower, any Subsidiary Borrower, any other
      Guarantor or any other Person or to realize upon any such collateral security
      or
      guarantee or to exercise any such right of offset, or any release of the
      Borrower, any Subsidiary 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 Administrative Agent or any Lender against any
      Guarantor.  For the purposes hereof “demand” shall include the commencement
      and continuance of any legal proceedings.

     

     

     

    3.6    Reinstatement. 
The
      guarantee contained in this
      Section 3 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
      or the Subsidiary Borrower Obligations is rescinded or must otherwise be
      restored or returned by the Administrative Agent or any Lender upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Borrower, any Subsidiary Borrower or any Guarantor, or upon or as a result
      of
      the appointment of a receiver, intervenor or conservator of, or trustee or
      similar officer for, the Borrower, any Subsidiary Borrower or any Guarantor
      or
      any substantial part of its property, or otherwise, all as though such payments
      had not been made.

     

     

     

    3.7    Payments. 
Each
      Guarantor hereby guarantees that
      payments hereunder will be paid to the Administrative Agent without set-off
      or
      counterclaim in Dollars at the Funding Office.

     

     

     

    SECTION
      4.    GRANT
      OF SECURITY INTEREST

     

     

     

    Each Grantor hereby assigns
      and transfers to the Administrative Agent, and hereby grants to the
      Administrative Agent, for the ratable benefit of the Secured Parties, a security
      interest in, all of the following property 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 (collectively, the
“Collateral”), as collateral security for the prompt and complete payment and
      performance when due (whether at the stated maturity, by acceleration or
      otherwise) of such Grantor’s Obligations:

     

     

     

    (a)  all Accounts;

     

     

     

    (b)  all Chattel Paper;

     

     

     

    (c)  all Equipment;

     

     

     

    (d)  all Fixtures;

     

     

     

    (e)  all General Intangibles;

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  all Instruments;

     

     

     

    (g)  all Documents;

     

     

     

    (h)  all Intellectual Property;

     

     

     

    (i)  all Inventory;

     

     

     

    (j)  all Investment Property;

     

     

     

    (k)  all Letter-of-Credit Rights;

     

     

     

    (l)  all Pledged Notes;

     

     

     

    (m)  all Pledged Stock;

     

     

     

    (n)  all Receivables;

     

     

     

    (o)  all Vehicles and title documents with
      respect to Vehicles;

     

     

     

    (p)  all other property not otherwise
      described above (except for any property specifically excluded from any clause
      in this section above, and any property specifically excluded from any defined
      term used in any clause of this section above);

     

     

     

    (q)  all books and records pertaining to
      the Collateral; and

     

     

     

    (r)  to the extent not otherwise included,
      all Proceeds, Supporting Obligations 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, however, that notwithstanding any
      of
      the other provisions set forth in this Section 4, this Agreement shall not
      constitute a grant of and the Collateral shall not include a security interest
      in (a) any property to the extent that such grant of a security interest is
      prohibited by any Requirements of Law of a Governmental Authority, requires
      a
      consent not obtained of any Governmental Authority pursuant to such Requirement
      of Law or is prohibited by, or constitutes a breach or default under or results
      in the termination of or requires any consent not obtained under, any contract,
      license, agreement, instrument or other document evidencing or giving rise
      to
      such property or, in the case of any Investment Property, Pledged Stock or
      Pledged Note, any applicable shareholder or similar agreement, except to the
      extent that such Requirement of Law or the term in such contract, license,
      agreement, instrument or other document or shareholder or similar agreement
      providing for such prohibition, breach, default or termination or requiring
      such
      consent is ineffective under applicable law, (b) any trademark applications
      filed in the United States Patent and Trademark Office on the basis of such
      Grantor's “intent-to-use” such trademark, unless and until acceptable evidence
      of use of the Trademark has been filed with the United States Patent and
      Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act
      (15
      U.S.C. 1051, et seq.), to the extent that granting a Lien in such Trademark
      application prior to such filing would adversely affect the
      enforceability or validity of such Trademark application; provided, that upon
      the filing of acceptable evidence of use of the Trademark with the United States
      Patent and Trademark Office such application shall be automatically subject
      to
      the security interest granted herein and deemed to be included in the Collateral
      and (c) Receivables classified as receivables that are “assets under vehicle
      programs” in the financial statements of the Borrower; provided, further, that
      in no event shall General Intangibles include more than 66% of the total
      outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5.    REPRESENTATIONS
      AND WARRANTIES

     

     

     

    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 Borrower and each
      Subsidiary Borrower thereunder, each Grantor hereby represents and warrants
      to
      the Administrative Agent and each Lender that:

     

     

     

    5.1    Title;
      No Other Liens.  Except for the security
      interest granted to the Administrative Agent for the ratable benefit of the
      Secured Parties pursuant to this Agreement and the other Liens permitted to
      exist on the Collateral by the Credit Agreement, such Grantor owns each item
      of
      the Collateral free and clear of any and all Liens or claims of others.  No
      effective financing statement or other public notice with respect to all or
      any
      part of the Collateral is on file or of record in any public office, except
      such
      as have been filed in favor of the Administrative Agent, for the ratable benefit
      of the Secured Parties, pursuant to this Agreement or as are permitted by the
      Credit Agreement.  For the avoidance of doubt, it is understood and agreed
      that any Grantor may, as part of its business, grant licenses to third parties
      to use Intellectual Property owned by or licensed to a Grantor.  For
      purposes of this Agreement and the other Loan Documents, such licensing activity
      shall not constitute a “Lien” on such Intellectual Property.  Each of the
      Administrative Agent and each Lender understands that any such licenses may
      be
      exclusive to the applicable licensees, and such exclusivity provisions may
      limit
      the ability of the Administrative Agent to utilize, sell, lease or transfer
      the
      related Intellectual Property or otherwise realize value from such Intellectual
      Property pursuant hereto. 

     

     

     

    5.2    Perfected
      Liens.  The security interests granted
      pursuant to this Agreement (a) upon completion of the filings and other actions
      specified on Schedule 3 (which, in the case of all filings and other
      documents referred to on said Schedule, have been delivered to the
      Administrative Agent in completed and duly executed form) and, in the case
      of
      Vehicles, Section 6.9, will constitute valid perfected security interests in
      all
      of the Collateral in favor of the Administrative Agent, for the ratable benefit
      of the Secured Parties, as collateral security for such Grantor’s Obligations,
      enforceable in accordance with the terms hereof against all creditors of such
      Grantor and any Persons purporting to purchase any Collateral from such Grantor
      and (b) are prior to all other Liens on the Collateral in existence on the
      date
      hereof except for (i) unrecorded Liens permitted by the Credit Agreement which
      have priority over the Liens on the Collateral by operation of law and (ii)
      in
      the case of Collateral other than Pledged Stock, Permitted Liens; provided,
      however, that additional filings in the United States Patent and Trademark
      Office and United States Copyright Office may be necessary with respect to
      the
      perfection of the Administrative Agent’s Lien in United States registrations and
      applications for Trademarks, Patents and Copyrights which are filed by, issued
      to, or acquired by any Grantor after the date hereof and, provided, further,
      that additional filings and/or other actions may be required to perfect the
      Administrative Agent’s Lien in Intellectual Property Collateral which is created
      under the laws of a jurisdiction outside the United States and, provided,
      further, no Grantor shall be required to perfect the security interests granted
      pursuant to this Agreement (other than with respect to any Collateral Account)
      by means of delivery of an agreement granting “control” (as defined in Article 8
      of the New York UCC) over any Deposit Account or Securities Account.

     

     

     

    5.3    Jurisdiction
      of Organization; Chief Executive
      Office.  On the date hereof, such Grantor’s jurisdiction of
      organization and the location of such Grantor’s chief executive office or sole
      place of business or principal residence, as the case may be, are specified
      on
      Schedule 5.  Such Grantor has furnished to the Administrative Agent a
      certified charter, certificate of incorporation or other organizational document
      and long-form good standing certificate as of a date which is recent to the
      date
      hereof.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.4    Investment
      Property.  (a)  The shares of the
      Pledged Stock pledged by such Grantor hereunder constitute all the issued and
      outstanding shares of all classes of the Capital Stock of each Issuer owned
      by
      such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 66%
      of
      the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer or,
      if
      less, such amount as has been previously agreed with the Administrative
      Agent.

     

     

     

    (b)  All the shares of the Pledged Stock
      have been duly and validly issued and are fully paid and nonassessable.

     

     

     

    (c)  Such Grantor is the record and
      beneficial owner of, and has good and marketable title to, the Investment
      Property 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 any statutory Liens permitted under Section 7.3 of the Credit
      Agreement.

     

     

     

    5.5    Intellectual
      Property.  (a) Schedule 6 lists
      all registrations and applications recorded in the United States Patent and
      Trademark Office or the United States Copyright Office included in Intellectual
      Property owned by such Grantor in its own name on the date hereof and all
      licenses under which such Grantor holds or has the right to an exclusive license
      in Intellectual Property on the date hereof that such Grantor has recorded
      in
      one of the foregoing offices, including the registration or application number
      for such licensed Intellectual Property.  With respect to any unpublished
      patent applications (whether disclosed on Schedule 6 or hereafter disclosed
      by
      such Grantor), such Grantor will disclose on Schedule 6 and in any subsequent
      report or disclosure, the application number for such patent application but
      not
      the title or subject matter.  In the event that the Administrative Agent or
      any agent thereof discovers the title or subject matter of any such patent
      application prior to its publication, through any filing receipt or otherwise,
      the Administrative Agent will not knowingly disclose or use such information
      for
      any purpose.

     

     

     

    (b)  On the date hereof, all material
      Intellectual Property owned by such Grantor is, to its knowledge, valid,
      subsisting, unexpired and enforceable, has not been abandoned and, to its
      knowledge, does not infringe upon the Intellectual Property rights of any other
      Person in any material respect except for the alleged infringements and
      enforcement activity as disclosed on Schedule 6.

     

     

     

    (c)  Except as set forth in Schedule 6, on
      the date hereof, no Grantor has granted an exclusive license in the territory
      of
      the United Stated in or to (i) any of the following Trademarks: AVIS, BUDGET,
      and WE TRY HARDER or (ii) any Patents that cover the Wizard System.  It is
      understood that Schedule 6 shall be completed by the Grantor within 30 days
      after the date hereof.

     

     

     

    (d)  No holding, decision or judgment has
      been rendered by any Governmental Authority against such Grantor which would
      limit, cancel or question the validity of, or such Grantor’s rights in, any
      Intellectual Property owned by such Grantor in any respect that could reasonably
      be expected to have a Material Adverse Effect.

     

     

     

    (e)  Except for the alleged infringements
      and enforcement activity disclosed on Schedule 6, to such Grantor’s knowledge,
      no action or proceeding is pending or threatened on the date hereof seeking
      to
      limit, cancel or assert the invalidity of any Intellectual Property owned by
      such Grantor or such Grantor’s ownership interest therein, which, if adversely
      determined, would have a material adverse effect on the value of any material
      Intellectual Property owned by such Grantor.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.6    Receivables. 
No
      amount payable to such Grantor
      under or in connection with any Receivable included in the Collateral for
      $500,000 or more is evidenced by any Instrument or Chattel Paper which has
      not
      been delivered to the Administrative Agent.

     

     

     

    5.7    Vehicles. 
Schedule
      [7] is a complete and correct
      list of all Vehicles owned by such Grantor on the date hereof.

     

     

     

     

     

    SECTION
      6.    COVENANTS

     

     

     

    Each Grantor covenants and
      agrees with the Administrative Agent and the Lenders that, from and after the
      date of this Agreement until the Obligations shall have been paid in full,
      no
      Letter of Credit shall be outstanding and the Commitments shall have
      terminated:

     

     

     

    6.1    Delivery
      of Instruments, Certificated Securities and Chattel
      Paper.  If any amount in excess of $500,000 payable under or in
      connection with any of the Collateral shall be or become evidenced by any
      Instrument, Certificated Security or Chattel Paper, such Instrument,
      Certificated Security or Chattel Paper shall be promptly delivered to the
      Administrative Agent, duly indorsed (including by delivery of related stock
      powers) in a manner reasonably satisfactory to the Administrative Agent, to
      be
      held as Collateral pursuant to this Agreement.

     

     

     

    6.2    Payment
      of Obligations. Such Grantor (other than
      Holdings and the Borrower) will pay, discharge or otherwise satisfy at or before
      maturity or before they become delinquent, as the case may be, all obligations
      and liabilities in respect of taxes, assessments and governmental charges or
      levies imposed upon the Collateral or in respect of income or profits therefrom,
      as well as all claims of any kind against or with respect to the Collateral,
      except where 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 or except to
      the
      extent that such failure to do so could not reasonably be expected to result
      in
      a Material Adverse Effect.

     

     

     

    6.3    Maintenance
      of Perfected Security Interest; Further
      Documentation.  (a)  Such Grantor shall not take any action or
      fail to take any action which would result in the security interest created
      by
      this Agreement as a perfected security interest having a priority which is
      less
      than that described in Section 5.2 and shall make commercially reasonable
      efforts to defend such security interest against the claims and demands of
      all
      Persons whomsoever, subject to the rights of such Grantor under the Loan
      Documents to dispose of the Collateral.

     

     

     

    (b)  Such Grantor shall furnish to the
      Administrative Agent and the Lenders from time to time statements and schedules
      further identifying and describing the assets and property of such Grantor
      and
      such other reports in connection therewith as the Administrative Agent may
      reasonably request, all in reasonable detail.

     

     

     

    (c)  At any time and from time to time,
      upon the written request of the Administrative Agent, and at the sole expense
      of
      such Grantor, such Grantor will promptly and duly execute and deliver, and
      have
      recorded, such further instruments and documents and take such further actions
      as the Administrative 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, including, without limitation, (i) filing 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 and (ii) in the case of Investment Property, Letter of Credit
      Rights and any other relevant Collateral, taking any actions necessary to enable
      the Administrative Agent to obtain “control” (within the meaning of the
      applicable Uniform Commercial Code) with respect thereto.

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.4    Changes
      in Name, etc.  Such Grantor will not, except
      upon 15 days’ prior written notice to the Administrative Agent, (i) change its
      jurisdiction of organization from that referred to in Section 5.3 or (ii) change
      its name.  Such Grantor shall deliver to the Administrative Agent all
      additional executed financing statements and other documents reasonably
      requested by the Administrative Agent to maintain the validity, perfection
      and
      priority of the security interests provided for herein.

     

     

     

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

     

     

     

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

     

     

     

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

     

     

     

    6.6    Investment
      Property.  (a) If such Grantor shall
      become entitled to receive or shall receive any certificate (including, without
      limitation, any certificate representing a dividend or a distribution in
      connection with any reclassification, increase or reduction of capital or any
      certificate issued in connection with any reorganization), option or 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 Grantor shall accept the
      same as the agent of the Administrative Agent and the Lenders, hold the same
      in
      trust for the Administrative Agent and the Lenders and deliver the same
      forthwith to the Administrative Agent in the exact form received, duly indorsed
      by such Grantor to the Administrative Agent, if required, together with an
      undated stock power covering such certificate duly executed in blank by such
      Grantor and with, if the Administrative Agent so requests, signature guaranteed,
      to be held by the Administrative Agent, subject to the terms hereof, as
      additional collateral security for such Grantor’s Obligations.  If an Event
      of Default shall have occurred and be continuing, any sums paid upon or in
      respect of the Investment Property upon the liquidation or dissolution of any
      Issuer shall be paid over to the Administrative Agent to be held by it hereunder
      as additional collateral security for the applicable Grantor’s Obligations, and
      in case any distribution of capital shall be made on or in respect of the
      Investment Property or any property shall be distributed upon or with respect
      to
      the Investment Property 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 Administrative Agent, be delivered to the
      Administrative Agent to be held by it hereunder as additional collateral
      security for such Obligations.  If any sums of money or property so paid or
      distributed in respect of the Investment Property shall be received by such
      Grantor, such Grantor shall, until such money or property is paid or delivered
      to the Administrative Agent, hold such money or property in trust for the
      Lenders, segregated from other funds of such Grantor, as additional collateral
      security for the Obligations.

     

     

     

    (b)  Without the prior written consent of
      the Administrative Agent (such consent not to be unreasonably withheld), such
      Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose
      of,
      or grant any option with respect to, the Investment Property or Proceeds thereof
      (except pursuant to a transaction expressly permitted by the Credit Agreement),
      (ii) create, incur or permit to exist any Lien or option in favor of, or any
      claim of any Person with respect to, any of the Investment Property or Proceeds
      thereof, or any interest therein, except for the security interests created
      by
      this Agreement or statutory Liens permitted by the Credit Agreement or, in
      the
      case of such Proceeds, nonconsensual Permitted Liens or (iii) enter into any
      agreement or undertaking restricting the right or ability of such Grantor or
      the
      Administrative Agent to sell, assign or transfer any of the Investment Property
      or Proceeds thereof.

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  The Administrative Agent will execute
      and deliver (or cause to be executed and delivered) to each Grantor all such
      proxies and other instruments as such Grantor may request for the purpose of
      enabling such Grantor to exercise the voting and other rights that it is
      entitled to exercise and to receive the dividends or interest payments that
      it
      is authorized to receive and retain under the Credit Agreement.

     

     

     

    (d)  In the case of each Grantor which is
      an Issuer, such Issuer agrees that (i) it will be bound by the terms of this
      Agreement relating to the Investment Property issued by it and will comply
      with
      such terms insofar as such terms are applicable to it, (ii) it will notify
      the
      Administrative Agent promptly in writing of the occurrence of any of the events
      described in Section 6.6(a) with respect to the Investment Property issued
      by it
      and (iii) the terms of Sections 7.3 (c) and 7.7 shall apply to it, mutatis
      mutandis, with respect to all actions that may be required of it pursuant to
      Section 7.3(c) or 7.7 with respect to the Investment Property issued by
      it.

     

     

     

    6.7    Receivables. 
Such
      Grantor will deliver to the
      Administrative 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 Receivables included
      in
      the Collateral.

     

     

     

    6.8    Intellectual
      Property.  (a)  Such Grantor
      (either itself or through licensees) will (i) to the extent consistent with
      reasonable commercial judgment, continue to use each material Trademark owned
      by
      such Grantor on each and every trademark class of goods applicable to its
      current line as reflected in its current catalogs, brochures and price lists
      in
      order to maintain such Trademark in full force free from any claim of
      abandonment for non-use, (ii) to the extent consistent with reasonable
      commercial judgment, maintain the quality of products and services offered
      under
      such Trademark at a level substantially consistent with the quality of products
      and services offered under such Trademark as of the date hereof, (iii) use
      such
      Trademark with the appropriate notice of registration and all other notices
      and
      legends required by applicable Requirements of Law, and (iv) not (and not
      authorize any licensee or sublicensee thereof to) do any act or knowingly omit
      to do any act whereby such Trademark may become unenforceable or impaired in
      any
      way except to the extent consistent with reasonable commercial judgment. 
Without limitation of other provisions of this Agreement, every Trademark
      adopted or acquired by a Grantor that is confusingly similar to or a colorable
      imitation of any Trademark owned by such Grantor will automatically be included
      in the Collateral for all purposes of this Agreement, and, if a Grantor applies
      to register or registers any such Trademark, the applicable Grantor shall notify
      the Administrative Agent pursuant to Section 6.8(f) in order for the
      Administrative Agent, for the ratable benefit of the Secured Parties, to obtain
      a perfected security interest in such Trademark pursuant to this
      Agreement.

     

     

     

    (b)  Such Grantor, to the extent
      consistent with reasonable commercial judgment, will not (and will not authorize
      its licensees to) do any act, or omit to do any act, whereby any material Patent
      is likely to become forfeited, abandoned or dedicated to the public.

     

     

     

    (c)  Such Grantor, to the extent
      consistent with reasonable commercial judgment, will not (and will not authorize
      any licensee or sublicensee thereof to) (i) do any act or knowingly omit to
      do
      any act whereby any material portion of the Copyrights will be materially
      impaired or (ii) do any act whereby any material portion of the Copyrights
      may
      fall into the public domain.

     

     

     

    (d)  Such Grantor will not (and will not
      authorize its licensees to) do any act that knowingly uses any Intellectual
      Property owned by such Grantor to infringe upon the Intellectual Property rights
      of any other Person in any material respect.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (e)  Such Grantor will notify the
      Administrative Agent and the Lenders promptly if it knows, or has reason to
      know, that any application or registration relating to any material Intellectual
      Property is likely to become forfeited, abandoned or dedicated to the public,
      or
      of any material adverse determination or development (including, without
      limitation, the institution of, or any such determination or development in,
      any
      proceeding in the United States Patent and Trademark Office, the United States
      Copyright Office or any court or tribunal in any country) regarding such
      Grantor’s ownership of, or the validity of, any material Intellectual Property
      or such Grantor’s right to register the same or to own and maintain the
      same.

     

     

     

    (f)  Whenever such Grantor, either by
      itself or through any agent, employee, licensee or designee, shall file an
      application for the registration of any Intellectual Property owned by, or
      shall
      file a recordation of any Intellectual Property exclusively licensed to, such
      Grantor with the United States Patent and Trademark Office, the United States
      Copyright Office or any similar office or agency in any other country or any
      political subdivision thereof, such Grantor shall report such filing to the
      Administrative Agent in accordance with Section 6 of the Credit Agreement,
      provided that all such disclosure is subject to the last sentence of Section
      5.5
      of this Agreement, and except that such report shall include all such
      application and recordation filings by such Grantor through the date five (5)
      Business Days prior to the date on which such report required by Section 6
      of
      the Credit Agreement is sent to the Administrative Agent.  Upon request of
      the Administrative Agent, such Grantor shall execute and deliver, and have
      recorded, any and all reasonably necessary agreements, instruments, documents,
      and papers, in a form to be mutually agreed upon by the Borrower and the
      Administrative Agent, as the Administrative Agent may request to evidence the
      Administrative Agent’s and the Lenders’ security interest (provided that such
      Grantor will not have an affirmative obligation to seek an application or
      registration for Intellectual Property which Borrower reasonably elects not
      to
      seek) in any (i) Copyright, Patent and Trademark; and (ii) any material,
      exclusive license grant to such Grantor with respect to any Trademark, Copyright
      or Patent (provided that (1) the Trademark, Copyright or Patent registration
      or
      application with respect to which such exclusive license is granted is
      identified in the applicable exclusive license agreement or is otherwise already
      known to such Grantor; and (2) such Grantor shall not be obligated to obtain
      the
      consent of any third party licensor that may be necessary to grant such security
      interest in such exclusive license), and the general intangibles of such Grantor
      relating thereto or represented thereby and, with respect to Trademarks, the
      goodwill of the business connected with the use of or symbolized by such
      Trademarks.

     

     

     

    (g)  To the extent consistent with
      reasonable commercial judgment, such Grantor will take all necessary steps,
      including, without limitation, in any proceeding before the United States Patent
      and Trademark Office, the United States Copyright Office or any similar office
      or agency in any other country or any political subdivision thereof, to maintain
      and pursue each application (and to obtain the relevant registration) and to
      maintain each registration of the material Intellectual Property, including,
      without limitation, filing of applications for renewal, affidavits of use and
      affidavits of incontestability.

     

     

     

    (h)  In the event that any material
      Intellectual Property owned by such Grantor is infringed, misappropriated or
      diluted by a third party, or any licensee of such Intellectual Property breaches
      the terms and conditions of the applicable license, such Grantor shall (i)
      take
      such actions as such Grantor shall reasonably deem appropriate under the
      circumstances to protect such Intellectual Property and (ii) if such
      Intellectual Property is of material economic value, promptly notify the
      Administrative Agent after it learns thereof if such infringement,
      misappropriation, dilution or breach is material, and, if appropriate in such
      Grantor’s reasonable commercial judgment, sue for infringement,
      misappropriation, dilution or breach of contract, seek injunctive relief and
      recover any and all damages for such infringement, misappropriation, dilution
      or breach of contract.


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.9    Vehicles. 
Within
      the period of time specified on
      Schedule 6.10 of the Credit Agreement with respect to the Vehicles described
      therein and, with respect to any Vehicles acquired by such Grantor subsequent
      to
      the date hereof, within 30 days after the date of acquisition thereof, all
      applications for certificates of title/ownership indicating the Administrative
      Agent’s (or its subagent’s) first priority security interest in the Vehicle
      covered by such certificate, and any other necessary documentation, shall be
      filed in each office in each jurisdiction which the Administrative Agent shall
      deem advisable to perfect its security interests in the Vehicles. 
Notwithstanding the foregoing, in no event shall the Grantors be obligated
      to
      incur more than $250,000 in the aggregate in sales taxes, transfer taxes or
      fees related to the retitling of Vehicles described in Section 3(b) of
      Schedule 6.10 of the Credit Agreement to satisfy their obligations with respect
      to the perfection thereof.

     

     

    SECTION
      7.    REMEDIAL
      PROVISIONS

     

     

     

    7.1    Certain
      Matters Relating to Receivables.  

     

     

     

    (a)  Unless an Event of Default shall have
      occurred and be continuing and the Administrative Agent shall have given notice
      to the relevant Grantor of the Administrative Agent’s intent to exercise its
      corresponding rights pursuant to this Section 7.1(a), each Grantor shall be
      permitted to collect such Grantor’s Receivables.  If required by the
      Administrative Agent at any time after the occurrence and during the continuance
      of an Event of Default, any payments of Receivables included in the Collateral,
      when collected by any Grantor, (i) shall be forthwith (and, in any event, within
      five Business Days) deposited by such Grantor in the exact form received, duly
      indorsed by such Grantor to the Administrative Agent if required, in a
      Collateral Account maintained under the sole dominion and control of the
      Administrative Agent, subject to withdrawal by the Administrative Agent for
      the
      account of the Lenders only as provided in Section 7.5, and (ii) until so turned
      over, shall be held by such Grantor in trust for the Administrative Agent and
      the Lenders, segregated from other funds of such Grantor.  Each such
      deposit of Proceeds of Receivables shall be accompanied by a report identifying
      in reasonable detail the nature and source of the payments included in the
      deposit.

     

     

     

    (b)  After the occurrence and during the
      continuance of an Event of Default, at the Administrative Agent’s request, each
      Grantor shall deliver to the Administrative Agent all original and other
      documents evidencing, and relating to, the agreements and transactions which
      gave rise to the Receivables included in the Collateral, including, without
      limitation, all original orders, invoices and shipping receipts.

     

     

     

    7.2    Communications
      with Obligors; Grantors Remain
      Liable.  (a)  The Administrative Agent in its own name or in the
      name of others may at any time after the occurrence and during the continuance
      of an Event of Default communicate with obligors under the Receivables included
      in the Collateral to verify with them to the Administrative Agent’s satisfaction
      the existence, amount and terms of any Receivables included in the
      Collateral.

     

     

     

    (b)  Upon the request of the
      Administrative Agent at any time after the occurrence and during the continuance
      of an Event of Default, each Grantor shall notify obligors on the Receivables
      included in the Collateral that the Receivables included in the Collateral
      have
      been assigned to the Administrative Agent for the ratable benefit of the Secured
      Parties and that payments in respect thereof shall be made directly to the
      Administrative Agent.

     

     

     

    (c)  Anything herein to the contrary
      notwithstanding, each Grantor shall remain liable under each of the Receivables
      included in the Collateral to observe and perform all the material conditions
      and obligations to be observed and performed by it thereunder, all in accordance
      with the terms of any agreement giving rise thereto.  Neither the
      Administrative Agent nor any Lender shall have any obligation or liability
      under
      any Receivable included in the Collateral (or any agreement giving rise thereto)
      by reason of or arising out of this Agreement or the receipt by the
      Administrative Agent or any Lender of any payment relating thereto, nor shall
      the Administrative Agent or any Lender be obligated in any manner to perform
      any
      of the obligations of any Grantor under or pursuant to any Receivable included
      in the Collateral (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 which may have been assigned to it or to
      which it may be entitled at any time or times.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    7.3    Pledged
      Stock. (a)  Unless an Event of Default
      shall have occurred and be continuing and the Administrative Agent shall have
      given notice to the relevant Grantor of the Administrative Agent’s intent to
      exercise its corresponding rights pursuant to Section 7.3(b), each Grantor
      shall
      be permitted to receive all cash dividends paid in respect of the Pledged Stock
      and all payments made in respect of the Pledged Notes, in each case paid in
      the
      normal course of business of the relevant Issuer to the extent permitted by
      the
      Credit Agreement, to pay and declare dividends to the extent permitted by the
      Credit Agreement and to exercise all voting and corporate or other
      organizational rights with respect to the Investment Property; provided,
      however, that no vote shall be cast or corporate or other organizational right
      exercised or other action taken which, in the Administrative Agent’s reasonable
      judgment, would impair the Collateral 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 Administrative Agent shall give notice of its intent
      to exercise such rights to the relevant Grantor or Grantors, (i) the
      Administrative Agent shall have the right to receive any and all cash dividends,
      payments or other Proceeds paid in respect of the Investment Property and make
      application thereof to the Obligations in such order as the Administrative
      Agent
      may determine, and (ii) any or all of the Investment Property shall be
      registered in the name of the Administrative Agent or its nominee, and the
      Administrative Agent or its nominee may thereafter exercise (x) all voting,
      corporate and other rights pertaining to such Investment Property at any meeting
      of shareholders of the relevant Issuer or Issuers or otherwise and (y) any
      and all rights of conversion, exchange and subscription and any other rights,
      privileges or options pertaining to such Investment Property as if it were
      the
      absolute owner thereof (including, without limitation, the right to exchange
      at
      its discretion any and all of the Investment Property upon the merger,
      consolidation, reorganization, recapitalization or other fundamental change
      in
      the corporate or other organizational structure of any Issuer, or upon the
      exercise by any Grantor or the Administrative Agent of any right, privilege
      or
      option pertaining to such Investment Property, and in connection therewith,
      the
      right to deposit and deliver any and all of the Investment Property with any
      committee, depositary, transfer agent, registrar or other designated agency
      upon
      such terms and conditions as the Administrative Agent may determine), all
      without liability except to account for property actually received by it, but
      the Administrative Agent shall have no duty to any Grantor to exercise any
      such
      right, privilege or option and shall not be responsible for any failure to
      do so
      or delay in so doing.

     

     

     

    (c)  Each Grantor hereby authorizes and
      instructs each Issuer of any Investment Property pledged by such Grantor
      hereunder to (i) comply with any instruction received by it from the
      Administrative 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 Grantor,
      and
      each Grantor agrees that each Issuer shall be fully protected in so complying,
      and (ii) unless otherwise expressly permitted hereby, pay any dividends or
      other
      payments with respect to the Investment Property directly to the Administrative
      Agent.

     

     

     

    7.4    Proceeds
      to be Turned Over To Administrative Agent. 
In addition to the rights of the Administrative Agent and the Lenders specified
      in Section 7.1 with respect to payments of Receivables included in the
      Collateral, if an Event of Default shall occur and be continuing, all Proceeds
      received by any Grantor consisting of cash, checks and other near-cash items
      shall be held by such Grantor in trust for the Administrative Agent and the
      Lenders, segregated from other funds of such Grantor, and shall, forthwith
      upon
      receipt by such Grantor, be turned over to the Administrative Agent in the
      exact
      form received by such Grantor (duly indorsed by 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    such Grantor to the Administrative Agent, if
      required).  All Proceeds received by the Administrative Agent hereunder
      shall be held by the Administrative Agent in a Collateral Account maintained
      under its sole dominion and control.  All Proceeds while held by the
      Administrative Agent in a Collateral Account (or by such Grantor in trust for
      the Administrative Agent and the Lenders) shall continue to be held as
      collateral security for all the Obligations and shall not constitute payment
      thereof until applied as provided in Section 7.5.

     

     

     

    7.5    Application
      of Proceeds.  At such intervals as may
      be agreed upon by the Borrower and the Administrative Agent, or, if an Event
      of
      Default shall have occurred and be continuing, at any time at the Administrative
      Agent’s election, the Administrative Agent may apply all or any part of Proceeds
      constituting Collateral, whether or not held in any Collateral Account, and
      any
      proceeds of the guarantees set forth in Section 2 or 3, as applicable, in
      payment of the Obligations in the following order (and, to the extent
      applicable, in a manner consistent with the Credit Agreement):

     

     

     

    First, to pay incurred and
      unpaid fees and expenses of the Administrative Agent under the Loan
      Documents;

     

     

     

    Second, to the
      Administrative Agent, for application by it towards payment of amounts then
      due
      and owing and remaining unpaid in respect of the Obligations, pro rata among
      the
      Secured Parties according to the amounts of the Obligations then due and owing
      and remaining unpaid to the Secured Parties;

     

     

     

    Third, to the Administrative
      Agent, for application by it towards prepayment of the Obligations, pro rata
      among the Secured Parties according to the amounts of the Obligations then
      held
      by the Secured Parties; and

     

     

     

    Fourth, any balance
      remaining after the Obligations shall have been paid in full, no Letters of
      Credit shall be outstanding (other than those Letters of Credit that have been
      Collateralized) and the Commitments shall have terminated shall be paid over
      to
      the Borrower or to whomsoever may be lawfully entitled to receive the
      same.

     

     

     

    7.6    Code
      and Other Remedies.  If an Event of Default
      shall occur and be continuing, the Administrative Agent, on behalf of the
      Lenders, 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, all rights and remedies of a secured
      party under the New York UCC or any other applicable law.  Without limiting
      the generality of the foregoing, the Administrative 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
      Grantor or any other Person (all and each of which demands, defenses,
      advertisements and notices are hereby waived to the fullest extent permitted
      by
      applicable law), may in such circumstances forthwith collect, receive,
      appropriate and realize upon the Collateral, or any part thereof, and/or may
      forthwith sell, lease, license, assign, give option or options to purchase,
      or
      otherwise dispose of and deliver the 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 Administrative Agent or
      any Lender 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 Administrative Agent
      or any Lender shall have the right upon any such public sale or sales, and,
      to
      the extent permitted by law, upon any such private sale or sales, to purchase
      the whole or any part of the Collateral so sold, free of any right or equity
      of
      redemption in any 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Grantor, which right or equity is hereby waived
      and released.  Each Grantor further agrees, at the Administrative Agent’s
      request, to assemble the Collateral and make it available to the Administrative
      Agent at places which the Administrative Agent shall reasonably select, whether
      at such Grantor’s premises or elsewhere.  The Administrative Agent shall
      apply the net proceeds of any action taken by it pursuant to this Section 7.6,
      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
      Collateral or in any way relating to the Collateral or the rights of the
      Administrative Agent and the Lenders hereunder, including, without limitation,
      reasonable attorneys’ fees and disbursements, to the payment in whole or in part
      of the Obligations, in such order as the Administrative Agent may elect, and
      only after such application and after the payment by the Administrative Agent
      of
      any other amount required by any provision of law, including, without
      limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative
      Agent account for the surplus, if any, to any Grantor.  To the extent
      permitted by applicable law, each Grantor waives all claims, damages and demands
      it may acquire against the Administrative Agent or any Lender arising out of
      the
      exercise by them of any rights hereunder.  

     

     

     

    7.7    Registration
      Rights.  (a)  If the
      Administrative Agent shall determine to exercise its right to sell any or all
      of
      the Pledged Stock pursuant to Section 7.6, and if in the opinion of the
      Administrative Agent it is necessary or advisable to have the Pledged Stock,
      or
      that portion thereof to be sold or registered under the provisions of the
      Securities Act, the relevant Grantor will cause the Issuer thereof to (i)
      execute and deliver, and cause the directors and officers of such Issuer to
      execute and deliver, all such instruments and documents, and do or cause to
      be
      done all such other acts as may be, in the reasonable opinion of the
      Administrative Agent, necessary or advisable to register the Pledged Stock,
      or
      that portion thereof to be sold, under the provisions of the Securities Act,
      (ii) use its commercially reasonable best efforts to cause the registration
      statement relating thereto to become effective and (iii) make all amendments
      thereto and/or to the related prospectus which, in the opinion of the
      Administrative 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.  Each Grantor agrees
      to cause such Issuer to comply with the provisions of the securities or “Blue
      Sky” laws of any and all jurisdictions which the Administrative Agent shall
      designate and to make available to its security holders, as soon as practicable,
      an earnings statement (which need not be audited) which will satisfy the
      provisions of Section 11(a) of the Securities Act.

     

     

     

    (b)  Each Grantor recognizes that the
      Administrative Agent may be unable to effect a public sale of any or all the
      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.  Each Grantor 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, agrees that any such
      private sale shall be deemed to have been made in a commercially reasonable
      manner.  The Administrative Agent shall be under no 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)  Each Grantor agrees to use its 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 the Pledged Stock pursuant
      to
      this Section 7.7 valid and binding and in compliance with any and all other
      applicable Requirements of Law.  

     

     

     

    7.8    Deficiency. 
Each
      Grantor shall remain liable for
      any deficiency if the proceeds of any sale or other disposition of the
      Collateral are insufficient to pay its Obligations and the fees and
      disbursements of any attorneys employed by the Administrative Agent or any
      Lender to collect such deficiency.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.9    Grant
      of Intellectual Property License.  If an Event
      of Default shall occur and be continuing, and for so long as such Event of
      Default in continuing, each Grantor hereby grants to the Administrative Agent
      an
      irrevocable, non-exclusive, fully paid-up, worldwide license or (for third
      party
      rights) sublicense, to use, license or sublicense any of the Intellectual
      Property now or hereafter owned, licensed in (to the fullest extent permitted
      by
      such license), held for use or acquired by such Grantor (and subject to the
      applicable terms and conditions governing such Grantor’s rights in and to such
      Intellectual Property at the time of the Event of Default), for the purpose
      of
      enabling the Administrative Agent to exercise rights and remedies under Section
      7 hereof at such time as it shall be lawfully entitled to exercise such rights
      and remedies, and for no other purpose; subject to (i) the maintenance of
      quality control standards with respect to all goods and services sold under
      any
      licensed Trademarks substantially consistent with those in effect immediately
      prior to the Event of Default in order to maintain the validity and
      enforceability of such Trademarks and (ii) exclusive licenses granted by such
      Grantor prior to the Event of Default to the extent such licenses conflict
      at
      the time of the Event of Default with the granting of other licenses in and
      to
      the same Intellectual Property.  Such license or sublicense to the
      Administrative Agent shall include access to all media in which any of the
      applicable intellectual property may be recorded, processed or stored and all
      computer programs related thereto.

     

     

     

    SECTION
      8.    THE
      ADMINISTRATIVE AGENT 

     

     

     

    8.1    Administrative
      Agent’s Appointment as Attorney-in-Fact,
      etc.  (a)  Each Grantor hereby irrevocably constitutes and
      appoints the Administrative Agent and any 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 Grantor and
      in
      the name of such Grantor 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 which may be necessary or desirable to
      accomplish the purposes of this Agreement, and, without limiting the generality
      of the foregoing, each Grantor hereby gives the Administrative 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 Receivable included in the Collateral or with respect to any other
      Collateral and file any claim or take any other action or proceeding in any
      court of law or equity or otherwise deemed appropriate by the Administrative
      Agent for the purpose of collecting any and all such moneys due under any
      Receivable included in the Collateral or with respect to any other Collateral
      whenever payable;

     

     

     

    (ii)  in the case of any Intellectual
      Property, execute and deliver, and have recorded, any and all agreements,
      instruments, documents and papers as the Administrative Agent may request to
      evidence the Administrative Agent’s and the Lenders’ security interest in such
      Intellectual Property and the goodwill connected with the use of and symbolized
      by any Trademarks and general intangibles of such Grantor relating thereto
      or
      represented thereby;

     

     

     

    (iii)  pay or discharge taxes and Liens
      levied or placed on or threatened against the Collateral, 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; 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    (iv)  execute, in connection with any sale
      provided for in Section 7.6 or 7.7, any indorsements, assignments or other
      instruments of conveyance or transfer with respect to the Collateral; and

     

     

     

    (v)  (1)  direct any party
      liable for any payment under any of the Collateral to make payment of any and
      all moneys due or to become due thereunder directly to the Administrative Agent
      or as the Administrative Agent shall direct;  (2)   ask or demand
      for, collect, and 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;  (3) 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; (4) commence and prosecute any suits, actions or proceedings
      at law or in equity in any court of competent jurisdiction to collect the
      Collateral or any portion thereof and to enforce any other right in respect
      of
      any Collateral; (5) defend any suit, action or proceeding brought against
      such Grantor with respect to any Collateral; (6) settle, compromise or adjust
      any such suit, action or proceeding and, in connection therewith, give such
      discharges or releases as the Administrative Agent may deem appropriate; (7)
      license or assign any Copyright, Patent or Trademark owned by or licensed to
      (to
      the fullest extent permitted by such license and subject to the terms and
      conditions of such license) such Grantor (along with the goodwill of the
      business connected with the use of and symbolized by any Trademarks), throughout
      the world for such term or terms, on such conditions, and in such manner, as
      the
      Administrative Agent shall in its reasonable discretion determine; and (8)
      generally, sell, transfer, pledge and make any agreement with respect to or
      otherwise deal with any of the Collateral as fully and completely as though
      the
      Administrative Agent were the absolute owner thereof for all purposes, and
      do,
      at the Administrative Agent’s option and such Grantor’s expense, at any time, or
      from time to time, all acts and things which the Administrative Agent deems
      necessary to protect, preserve or realize upon the Collateral and the
      Administrative Agent’s and the Lenders’ security interests therein and to effect
      the intent of this Agreement, all as fully and effectively as such Grantor
      might
      do.

     

     

     

    Anything in this Section 8.1(a)  to the
      contrary notwithstanding, the Administrative Agent agrees that it will not
      exercise any rights under the power of attorney provided for in this Section
      8.1(a) unless an Event of Default shall have occurred and be continuing.

     

     

     

    (b)  If any Grantor fails to perform or
      comply with any of its material agreements contained herein, the Administrative
      Agent, at its option, but without any obligation so to do, may perform or
      comply, or otherwise cause performance or compliance, with such agreement.

     

     

     

    (c)  The reasonable out-of-pocket expenses
      of the Administrative Agent incurred in connection with actions undertaken
      as
      provided in this Section 8.1 shall be payable by such Grantor to the
      Administrative Agent on demand.

     

     

     

    (d)  Each Grantor hereby ratifies all that
      said attorneys 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 until this Agreement is terminated and the
      security interests created hereby are released.

     

     

     

    8.2    Duty
      of Administrative Agent.  The Administrative
      Agent’s sole duty with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9-207 of the
      New
      York UCC or otherwise, shall be to deal with it in the same manner as the
      Administrative Agent deals with similar property for its own account. 
Neither the Administrative Agent, any Lender nor any of their respective
      officers, directors, 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 any Grantor or any other Person or to take any other action
      whatsoever with regard to the Collateral or any part thereof.  The 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    powers conferred on the Administrative Agent
      and the Lenders hereunder are solely to protect the Administrative Agent’s and
      the Lenders’ interests in the Collateral and shall not impose any duty upon the
      Administrative Agent or any Lender to exercise any such powers.  The
      Administrative Agent and the Lenders 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 Grantor for any act or failure to act hereunder, except
      for
      their own gross negligence or willful misconduct.

     

     

     

    8.3    Execution
      of Financing Statements.  Pursuant to any
      applicable law, each Grantor authorizes the Administrative Agent to file or
      record financing statements, continuation statements, and amendments to
      financing statements in any jurisdictions and with any filing offices as the
      Administrative Agent may determine are necessary or advisable to perfect the
      security interest granted to the Administrative Agent in connection herewith
      with respect to the Collateral without the signature of such Grantor, to the
      extent permitted by law, in such form as the Administrative Agent determines
      appropriate to perfect the security interests of the Administrative Agent under
      this Agreement.  Such financing statements may describe the Collateral in
      the same manner as described in this Agreement or may contain an indication
      or
      description of Collateral that describes such property in any other manner
      as
      the Administrative Agent may determine, in its sole discretion, is necessary,
      advisable or prudent to ensure the perfection of the security interest in the
      Collateral granted to the Administrative Agent in connection with this
      Agreement, including, without limitation, describing such property as “all
      assets, whether now owned or hereafter acquired” or “all personal property,
      whether now owned or hereafter acquired.”  Each Grantor hereby ratifies and
      authorizes the filing by the Administrative Agent of any financing statement
      with respect to the Collateral made prior to the date hereof.

     

     

     

    8.4    Authority
      of Administrative Agent.  Each Grantor
      acknowledges that the rights and responsibilities of the Administrative Agent
      under this Agreement with respect to any action taken by the Administrative
      Agent or the exercise or non-exercise by the Administrative Agent of any option,
      voting right, request, judgment or other right or remedy provided for herein
      or
      resulting or arising out of this Agreement shall, as between the Administrative
      Agent and the Lenders, 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 Administrative Agent and the Grantors, the Administrative Agent
      shall be conclusively presumed to be acting as agent for the Lenders with full
      and valid authority so to act or refrain from acting, and no Grantor shall
      be
      under any obligation, or entitlement, to make any inquiry respecting such
      authority.

     

     

     

    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 in accordance with Section 10.1 of the Credit Agreement.

     

     

     

    9.2    Notices. 
All
      notices, requests and demands to or
      upon the Administrative Agent or any Grantor hereunder shall be effected in
      the
      manner provided for in Section 10.2 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.

     

     

     

    9.3    No
      Waiver by Course of Conduct; Cumulative
      Remedies.  Neither the Administrative Agent nor any Lender shall by any
      act (except by a written instrument pursuant to Section 8.1), 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 Administrative Agent
      or any Lender, 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 Administrative Agent or any
      Lender of any right or remedy hereunder on any one occasion shall not be
      construed as a bar to any right or remedy which the Administrative Agent or
      such
      Lender 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 agrees to pay or reimburse each Lender and the Administrative
      Agent for all its reasonable documented out-of-pocket costs and expenses
      incurred in collecting against such Guarantor under the guarantees contained
      in
      Section 2 or 3, as applicable, or otherwise enforcing or preserving any rights
      under this Agreement and the other Loan Documents to which such Guarantor is
      a
      party, including, without limitation, the reasonable fees and disbursements
      of
      counsel (including the allocated fees and expenses of in-house counsel) to
      each
      Lender and of counsel to the Administrative Agent.

     

     

     

    (b)  Each Guarantor agrees to pay, and to
      save the Administrative Agent and the Lenders harmless from, any and all
      liabilities with respect to, or resulting from any delay in paying, any and
      all
      stamp, excise, sales or other taxes which may be payable or determined to be
      payable with respect to any of the Collateral or in connection with any of
      the
      transactions contemplated by this Agreement and, to the extent applicable,
      in a
      manner consistent with Section 2.19 of the Credit Agreement.

     

     

     

    (c)  Each Guarantor agrees to pay, and to
      save the Administrative Agent and the Lenders harmless from, 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 to the extent the Borrower would be required to do so pursuant to
      Section 10.5 of the Credit Agreement.

     

     

     

    (d)  The agreements in this Section 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 the successors and assigns of each Grantor and shall inure to
      the
      benefit of the Administrative Agent and the Lenders and their successors and
      assigns; provided that no Grantor may assign, transfer or delegate any of its
      rights or obligations under this Agreement without the prior written consent
      of
      the Administrative Agent.

     

     

     

    9.6    Set-Off.. 
Each
      Grantor hereby irrevocably
      authorizes the Administrative Agent and each Lender at any time and from time
      to
      time while an Event of Default shall have occurred and be continuing, without
      notice to such Grantor or any other Grantor, any such notice being expressly
      waived by each Grantor, to set-off and appropriate and apply any and all
      deposits (general or special, time or demand, provisional or final), 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 Administrative Agent or such Lender
      to or for the credit or the account of such Grantor, or any part thereof in
      such
      amounts as the Administrative Agent or such Lender may elect, against and on
      account of the obligations and liabilities of such Grantor to the Administrative
      Agent or such Lender hereunder and claims of every nature and description of
      the
      Administrative Agent or such Lender against such Grantor, in any currency,
      whether arising hereunder, under the Credit Agreement, any other Loan Document
      or otherwise, as the Administrative Agent or such Lender may elect, whether
      or
      not the Administrative Agent or any Lender has made any demand for payment
      and
      although such obligations, liabilities and claims may be contingent or
      unmatured.  The Administrative Agent and each Lender shall notify such


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Grantor promptly of any such set-off and the
      application made by the Administrative Agent or such Lender 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 Administrative
      Agent and each Lender under this Section 9.6 are in addition to other rights
      and
      remedies (including, without limitation, other rights of set-off) which the
      Administrative Agent or such Lender 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
      (including by facsimile or other electronic transmission), 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.

     

     

     

    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 agreement of the Grantors, the Administrative Agent
      and
      the Lenders with respect to the subject matter hereof and thereof, and there
      are
      no promises, undertakings, representations or warranties by the Administrative
      Agent or any Lender relative to subject matter hereof and thereof 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 UNDER THIS AGREEMENT 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 Grantor
      hereby irrevocably and unconditionally:

     

     

     

    (a)  submits
      for itself and its
      property in any legal action or proceeding relating to this Agreement and the
      other Loan Documents to which it is a party, or for recognition and enforcement
      of any judgment in respect thereof, to the non‐exclusive general jurisdiction of
      the 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 Grantor at its address referred to in Section 9.2
      or at
      such other address of which 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 special, exemplary, punitive
      or
      consequential damages.

     

     

     

    9.13    Acknowledgements. 
Each
      Grantor 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)  neither the Administrative Agent nor
      any Lender has any fiduciary relationship with or duty to any Grantor arising
      out of or in connection with this Agreement or any of the other Loan Documents,
      and the relationship between the Grantors, on the one hand, and the
      Administrative Agent and Lenders, 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 Lenders or among the Grantors and the
      Lenders.

     

     

     

    9.14    Additional
      Grantors.  Each Subsidiary of the
      Borrower or Holdings that is required to become a party to this Agreement
      pursuant to Section 6.9 of the Credit Agreement shall become a Grantor for
      all
      purposes of this Agreement upon execution and delivery by such Subsidiary of
      an
      Assumption Agreement in the form of Annex 1 hereto.

     

     

     

    9.15    Releases. 
(a) 
At
      such time as the Obligations
      (other than Obligations in respect of Specified Swap Agreements) shall have
      been
      paid in full, the Commitments have been terminated and the Letters of Credit
      shall have terminated, expired or been Collateralized, the 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
      Administrative Agent and each Grantor hereunder shall terminate, all without
      delivery of any instrument or performance of any act by any party, and all
      rights to the Collateral shall revert to the Grantors.  At the request and
      sole expense of any Grantor following any such termination, the Administrative
      Agent shall deliver to such Grantor any Collateral held by the Administrative
      Agent hereunder, and promptly execute and deliver to such Grantor such documents
      as such Grantor shall reasonably request to evidence such termination.

     

     

     

    (b)  If any of the Collateral shall be
      sold, transferred or otherwise disposed of by any Grantor in a transaction
      permitted by the Credit Agreement, then the Administrative Agent, at the request
      and sole expense of such Grantor, shall promptly execute and deliver to such
      Grantor all releases or other documents reasonably necessary or desirable for
      the release of the Liens created hereby on such Collateral.  At the request
      and sole expense of the Borrower, a Subsidiary Guarantor shall be released
      from
      its obligations hereunder in the event that all the Capital Stock of such
      Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in
      a
      transaction permitted by the Credit Agreement; provided that the Borrower shall
      have delivered to the Administrative Agent a written request for release
      identifying the relevant Subsidiary Guarantor, together with a certification
      by
      the Borrower stating that such transaction is in compliance with the Credit
      Agreement and the other Loan Documents.

     

     

     

    9.16    WAIVER
      OF JURY
      TRIAL.  EACH GRANTOR 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.

     

     

     

    9.17    Continuation
      of Security Interests.  All security
      interests, Liens and obligations created by the Existing Guarantee and
      Collateral Agreement are continued in full force and effect under this
      Agreement.  The Existing Guarantee and Collateral Agreement remains in full
      force and effect as amended by this Agreement.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

     

     

    
      Avis Budget Car Renal, LLC

       

      Avis Budget Holdings, LLC

       

      Avis Budget Finance, Inc.

       

      Avis Car Rental Group, LLC

       

       

       

      By:/s/ Rochelle Tarlowe    
Name:
        Rochelle Tarlowe

       

      Title: Vice President and Treasurer
        

       

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      ARACS LLC

       

      By:/s/ Rochelle Tarlowe    
Name:
        Rochelle Tarlowe
Title: Vice President and Treasurer

       

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Avis Rent A Car System, LLC

       

      By:/s/ Rochelle Tarlowe    
Name:
        Rochelle Tarlowe
Title: Vice President and Treasurer

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Avis Asia and Pacific, Limited

       

      Avis Caribbean, Limited

       

      Avis Enterprises, Inc.

       

      Avis Group Holdings, LLC

       

      Avis International, Ltd.

       

      PF Claims Management, Ltd.

       

       

       

      By:/s/ Rochelle Tarlowe       
Name:
        Rochelle
        Tarlowe
Title: Vice President and Treasurer

       

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      AB Car Rental Services, Inc.

       

      By:/s/ Rochelle Tarlowe        
Name:
        Rochelle Tarlowe
Title: Vice President and Treasurer

       

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Avis Operations, LLC

       

      By:/s/ Rochelle Tarlowe        
Name:
        Rochelle Tarlowe
Title: Vice President and Treasurer

       

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      BGI Leasing, Inc.

       

      Budget Rent A Car System, Inc.

       

       

       

      By:/s/ David B. Wyshner        
Name:
        David
        B. Wyshner 
Title: Executive Vice President, Chief Financial Officer and
        Treasurer

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

     

    
      Budget Truck Rental, LLC

       

      By:/s/ David B. Wyshner        
Name:
        David
        B. Wyshner
Title: Executive Vice President, Chief Financial Officer and
        Treasurer

       

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Runabout, LLC

     

    By:  /s/ David B.
      Wyshner        
Name:
      David
      B. Wyshner
Title: Executive Vice President, Chief Financial Officer and
      Treasurer

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Wizard Services, Inc. 

     

    By:/s/ Rochelle Tarlowe        
Name:
      Rochelle Tarlowe
Title: Vice President and Treasurer

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PR Holdco, Inc.

     

    By:/s/ Rochelle Tarlowe        
Name:
      Rochelle Tarlowe
Title:  Vice President and Treasurer