SUBORDINATION AGREEMENT
WHEREAS, Imperial Bank (hereinafter referred to as "Bank") and Dollar
Rent A Car Systems, Inc., an Oklahoma corporation, formerly known as Dollar
Systems, Inc. (hereinafter referred to as "Dollar"), have or intend to file a
financing statement or statements under the Uniform Commercial Code giving
notice of a security interest in all or some of the property of Stratford
American Car Rental Systems, Inc., an Arizona corporation (hereinafter referred
to as "Stratford"), and the proceeds of thereof; and
WHEREAS, the parties hereto desire to avoid any possible conflicting
security interests arising from the filing of said financing statements;
NOW, THEREFORE, the parties hereto agree as follows:
1. Dollar hereby subordinates all its right, title and interest to the
security interests of Bank with respect to all property of Stratford except for
the property described on Exhibit A hereto (collectively, the "Dollar
Collateral").
2. Bank hereby subordinates all its right, title and interest to the
security interests of Dollar with respect to all property of Stratford
comprising the Dollar Collateral. However, Bank releases any claim of a security
interest in the License Agreement and Master Lease Agreement described on
Exhibit A.
3. Except as herein otherwise provided, priority shall be in accordance
with the Arizona Uniform Commercial Code.
4. This agreement shall remain in effect until written notice is given
by either party of termination. No notice of termination shall impair the rights
or priorities created or acquired hereunder by any of the parties prior to
receipt of said notice of termination.
IN WITNESS WHEREOF the parties have hereto set their hands this 11 day
of December, 1996.
IMPERIAL BANK
By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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DOLLAR RENT A CAR SYSTEMS, INC.
an Oklahoma corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
STRATFORD AMERICAN CAR RENTAL
SYSTEMS, INC. an Arizona corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇, President
2
EXHIBIT A TO
UNIFORM COMMERCIAL CODE
SUBORDINATION AGREEMENT
The Dollar Collateral shall include all the following, whether now
owned and existing or hereafter acquired or arising:
(a) All right, title and interest of Stratford in that certain Dollar
Systems, Inc. License Agreement dated June 1, 1994;
(b) To the extent not otherwise included, all cash and noncash proceeds
of the foregoing derived from the disposition of such collateral; and
(c) All vehicles now or hereafter leased by Dollar to Stratford under
the Master Lease Agreement dated June 1, 1994, together with all accessories
attached thereto, all chattel paper, all documents of title, and all proceeds
thereof, including insurance proceeds, whether arising out of the sale or other
disposition of said vehicles or otherwise and including all cash, accounts,
contract rights, general intangibles, chattel paper, notes and other obligation
or evidence of obligation to Stratford constituting such proceeds.