MERRILL LYNCH                                FINANCIAL ASSETS SECURITY AGREEMENT



Standard



FINANCIAL ASSETS SECURITY AGREEMENT ("Security  Agreement') dated as of June 19,

2001,  given  by  RENT-A-WRECK  OF  AMERICA,   INC.  D/B/A   "RENT-A-WRECK"  AND

"PRICELESS", a corporation organized and existing under the laws of the State of

Delaware   ("Customer")  to  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.

("MLBFS")



1.  Definitions.  (a) In addition to terms  defined  elsewhere in this  Security

Agreement,  when used  herein  the  following  terms  shall  have the  following

meanings



(i)  "Bankruptcy  Event" shall mean any of the following (A) a proceeding  under

any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or

receivership  law or statute shall be filed or consented to by Customer;  or (B)

any such proceeding  shall be filed against  Customer and shall not be dismissed

or withdrawn  within sixty (60) days after filing;  or (C) Customer shall make a

general  assignment  for the benefit of creditors,  or (D) Customer shall become

insolvent or generally  fail to pay or admit in writing its inability to pay Its

debts as they become due, or (E)  Customer  shall be  adjudicated  a bankrupt or

insolvent



(ii)  "Business Day" shall mean any day other than a Saturday,  Sunday,  federal

holiday or other day on which the New York Stock Exchange is regularly closed



(iii)  "Collateral" shall mean (A) the Securities  Account,  (B) any free credit

balances  now or  hereafter  credited  to or owing from  MLPF&S to  Customer  in

respect of the  Securities  Account,  (C) all  financial  assets and  investment

property (including,  without limitation, all security entitlements,  securities

accounts,  stocks,  bonds,  mutual funds,  certificates of deposit,  commodities

contracts and other  securities),  money market deposit  accounts,  instruments,

general  intangibles  and other property of whatever kind or description now and

hereafter  in  or  controlled  by  the  Securities  Account  or  listed  on  any

confirmation  or periodic  report from MLPF&S as being in or  controlled  by the

Securities Account, whether now owned or hereafter acquired, (D) all proceeds of

the sale, exchange,  redemption or exercise of any of the foregoing,  including,

without limitation, all dividends,  interest payments and other distributions of

cash  or  property  in  respect  thereof,  and (E) all  rights  incident  to the

ownership of any of the foregoing



(iv) "Loan Agreements" shall mean that certain WCMA LOAN AND SECURITY  AGREEMENT

N0.  749-07V74  between  Customer  and MLBFS,  and that  certain  WCMA  REDUCING

REVOLVERTM LOAN AND SECURITY AGREEMENT N0. 7WD-07018 between Customer and MLBFS,

as either  or both of the same may from  time to time be or have  been  amended,

restated, extended or supplemented



(v) "Minimum Value" shall mean $600,000.00



(vi) "MLPF&S" shall mean MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and

its successors and assigns.



(vii) "Obligations" shall mean all obligations,  liabilities and indebtedness of

every kind and nature  now or  hereafter  owing,  arising,  due or payable  from

Customer to MLBFS, howsoever created,  arising, or evidenced,  whether direct or

indirect,  absolute or contingent,  or due or to become due  including,  without

limitation,  interest  accruing  after the filing of any petition in bankruptcy,

and all present and future obligations, liabilities and indebtedness of Customer

to MLBFS under the Loan Agreements and the agreements, instruments and documents

executed  pursuant  thereto,   including,   without  limitation,  this  Security

Agreement



(viii)  "Permitted  Liens" shall mean (A) liens in favor of MLBFS, (B) liens for

current  taxes not  delinquent  and,  if MLBFS'  rights to and  interest  in the

Collateral are not materially and adversely  affected  thereby,  liens for taxes

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC