Common use of General Agreement Clause in Contracts

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable lawlaw (and such Acquired Vehicles shall be deemed to be Lessee Grantor Master Collateral), and it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Group IV Lease Annexes, the Group IV Lessees and the Group IV Lessor intend that this Lease be (i) an operating a true lease with respect to the Group IV Acquired Vehicles and (ii) a financing arrangement with respect to the Group IV Financed Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Group IV Acquired Vehicles, shall constitute a security agreement under applicable law, true lease for commercial law and it bankruptcy purposes. It is also the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Group IV Financed VehiclesVehicles and the Group IV Eligible Receivables financed hereunder, shall in all events constitute a security agreement under applicable law. Each Group IV Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Group IV Lessee’s 's right, title and interest in and to the portion of the Lessee Grantor Master Collateral (as defined therein) in respect of which the Trustee (on behalf of the Holders of the Group IV Notes (the "GROUP IV NOTEHOLDERS") has been designated as the Financing Source and the ARG II Trustee and any Additional Permitted Beneficiary has been designated as the Beneficiary, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Group IV Lessee to the Group IV Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given by such Group IV Lessee in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Group IV Lessor or the Trustee that are required to be paid by such Group IV Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, Each of the Lessees and the Lessor intend that this Lease be (i) an operating Agreement constitute a lease with respect to the Acquired Vehicles for accounting purposes and (ii) a financing arrangement for tax and property law purposes and that the relationship between the Lessor and such Lessee pursuant hereto shall always be only that of lessor and lessee, and the Lessor hereby declares, acknowledges and agrees that the tax ownership of the Financed Vehicles leased by such Lessee hereunder rests solely with respect such Lessee subject to the Financed Vehiclessecurity interest granted hereunder to the Lessor. The Lessor and each Lessee further agree that the obligations of such Lessee to the Lessor hereunder shall constitute debt for all federal and state income tax purposes. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, Agreement shall constitute a security agreement under applicable law, and, to secure all of its obligations under this Agreement, each Lessee hereby grants to the Lessor a security interest in all of such Lessee’s right, title and it is the intention interest, if any, in and to all of the parties that following assets, property and interests in property, whether now owned or hereafter acquired or created: (i) the rights of such Lessee under this Lease together with the Master Collateral Agency Agreement, as such Agreement may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements apply related to or in connection with this Agreement to which such Lessee is a party (the “Lessee Agreements”), including, without limitation, (a) all monies, if any, due and to become due to such Lessee from the Finance Lease Guarantor or any other person under or in connection with any of the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Financed Lessee Agreements (whether arising pursuant to the terms of such Lessee Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of such Lessee arising under or in connection with the Lessee Agreements, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Lessee Agreements; (ii) all Vehicles leased by such Lessee from the Lessor under this Agreement and all Certificates of Title with respect to such Vehicles; (iii) all right, title and interest of such Lessee in, to and under any Manufacturer Programs, including any amendments thereof, and all monies due and to become due thereunder, in each case in respect of the Vehicles leased by such Lessee hereunder, whether payable as Vehicle repurchase prices, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise (but excluding all incentive payments payable to such Lessee or the Lessor in respect of purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies thereunder (provided, that such security interest is nonexclusive and subject to such Lessee’s right, title or interest in and to the Manufacturer Programs); (iv) all right, title and interest of such Lessee in and to any proceeds from the sale of the Vehicles leased by it hereunder (including, without limitation, the sale of any such Vehicles by the Intermediary), including all monies due in respect of such Vehicles, shall whether payable as the purchase price of such Vehicles, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise (including all upfront incentive payments payable by Manufacturers to such Lessee or the Lessor in respect of purchases of Non-Program Vehicles, but excluding the proceeds from the sale of Vehicles that are Relinquished Vehicles at the time of such sale); (v) all events constitute a security agreement payments under applicable law. Each insurance policies (whether or not the Lessor, the Lender or the Trustee is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles leased by such Lessee hereby acknowledges that it has granted hereunder; (vi) the rights of such Lessee under each Sublease entered into from time to time relating to the Vehicles leased by such Lessee hereunder, as each such Sublease may be amended, modified or supplemented from time to time in accordance with its terms, including, without limitation, (a) all monies due and to become due to such Lessee from any Permitted Sublessee or any other Person under or in connection with each such Sublease, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of such Sublease or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any Permitted Sublessee or any other party under or with respect to each such Sublease (whether arising pursuant to the terms of such Sublease or otherwise available to such Lessee at law or in equity), including the right to enforce such Sublease and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Sublease or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of a Permitted Sublessee arising under or in connection with each such Sublease, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Permitted Sublessee pursuant to such Sublease (collectively, the “Sublease Collateral”); (vii) all right, title and interest of each Lessee in, to and under the Master Collateral AgentExchange Agreement and the Escrow Agreement, including any amendments thereof, all monies due and to become due to each such Lessee thereunder, whether amounts payable to such Lessee from the Joint Collection Accounts or any Exchange Account by the Intermediary or payable as damages for breach of the Master Exchange Agreement, the Escrow Agreement or otherwise, and all other property released or to be released by the Intermediary to such Lessee thereunder and all rights to compel performance and otherwise exercise remedies thereunder; provided, however, that in the case of any property and funds held in the Joint Collection Accounts or any Exchange Account that constitute Relinquished Property Proceeds, such property shall not constitute part of the collateral granted hereunder until such amounts are payable by the Intermediary to the Trustee pursuant to the Master Collateral Agency Exchange Agreement or the Escrow Agreement in accordance with the terms thereof; (viii) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, for as same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (ix) all Proceeds of any and all of the benefit of foregoing including, without limitation, payments under insurance (whether or not the Lessor is named as the loss payee thereof) and cash. (c) To secure the CRCF Obligations, each Lessee hereby grants to the Trustee, on behalf of the Secured Parties, a first first-priority security interest in all of such Lessee’s right, title and interest interest, if any, in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations collateral described in Section 2(b) above, whether now owned or hereafter acquired or created. Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default and liabilities subject to the provisions of the Related Documents, the Trustee shall have all of the rights and remedies of a secured party, including, without limitation, the rights and remedies granted under the UCC. (d) Each Lessee agrees to deliver to the Lessor, the Lender and the Trustee on or before the Restatement Effective Date: (i) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (ii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Lessee that purport to affect any Vehicles leased hereunder or any Collateral under the Indenture; and (ii) draft financing statements on Form UCC-1 to be filed in each jurisdiction where such Lessee is located under Section 9-307 of the UCC naming such Lessee, as debtor, the Lessor as secured party and the Trustee, as assignee of the secured party, covering the collateral described in Section 2(b) hereof. (e) Each Lessee hereby authorizes each of the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or Trustee to become duefile (provided that the Trustee shall have no obligation to so file), or now existing cause to be filed, financing or hereafter incurred continuation statements, and amendments thereto and assignments thereof, under the UCC in order to perfect its interest in the security interest granted pursuant to Section 2(b). (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcyf) Each Lessee agrees to file, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required cause to be paid by such Lessee filed, the financing statements delivered in draft form pursuant to Section 2(d)(ii) on or before the terms hereof)third (3rd) Business Day following the Restatement Effective Date.

General Agreement. (a) As specified in the Lease Annexes, the Lessees Each Lessee and the Lessor intend that this Lease Agreement is a lease and that the relationship between the Lessor and each Lessee pursuant hereto shall always be (i) an operating only that of lessor and lessee, and each Lessee hereby declares, acknowledges and agrees that the Lessor is the owner of, and the Lessor or its Permitted Nominee holds legal title to, the Vehicles. No Lessee shall acquire by virtue of this Agreement any right, equity, title or interest in or to any Vehicles, except the right to use the same under the terms hereof. The parties agree that this Agreement is a "true lease" and agree to treat this Agreement as a lease with respect for all purposes, including tax, accounting and otherwise and each party hereto will take no position on its tax returns and filings contrary to the Acquired position that the Lessor is the owner of the Vehicles for federal and (ii) a financing arrangement with respect to the Financed Vehiclesstate income tax purposes. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed characterized by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute third party as a financing arrangement or as otherwise not to constitute constituting a “"true lease” with respect to the Acquired Vehicles, ," then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, Agreement shall constitute a security agreement under applicable law, and, to secure all of its obligations under this Agreement, each Lessee hereby grants to the Lessor a security interest in all of such Lessee's right, title and it is the intention interest, if any, in and to all of the parties that following assets, property and interests in property, whether now owned or hereafter acquired or created: (i) the rights of such Lessee under this Lease together with the Master Collateral Agency Agreement, as same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which the Lessees are a party (the "Lessee Agreements"), including, without limitation, (a) all monies, if any, due and to become due to such agreements apply Lessee from the Guarantor and any other Lessee under or in connection with any of the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, Agreements (whether arising pursuant to the Master Collateral Agency terms of such Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of such Lessee arising under or in connection with the Lessee Agreements, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Lessee Agreements; (ii) all Vehicles leased by such Lessee from the Lessor under this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest, are determined to be owned by such Lessee, and all Certificates of Title with respect to such Vehicles; (iii) all right, title and interest of such Lessee in, to and under any Manufacturer Programs, including any amendments thereof, and all monies due and to become due thereunder, in each case in respect of Vehicles leased by such Lessee which, notwithstanding that this Agreement is intended to convey only a leasehold interest, are determined to be owned by such Lessee, whether payable as Vehicle repurchase prices, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise (but excluding all incentive payments payable to such Lessee or the Lessor in respect of purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies thereunder; (iv) all right, title and interest of such Lessee in and to any proceeds from the sale of Vehicles leased by such Lessee which, notwithstanding that this Agreement is intended to convey only a leasehold interest, are determined to be owned by such Lessee, including all monies due in respect of such Vehicles, whether payable as the purchase price of such Vehicles, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise (including all upfront incentive payments payable by Manufacturers to such Lessee or the Lessor in respect of purchases of Non-Program Vehicles); (v) all payments under insurance policies (whether or not the Lessor, the Lender or the Trustee is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles leased by such Lessee; (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, for the benefit as same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is named as the loss payee thereof) and cash. (c) To secure the AFC-II Obligations, each Lessee hereby grants to the Trustee, on behalf of the Secured Parties, a first priority security interest in all of such Lessee’s 's right, title and interest interest, if any, in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations collateral described in Section 2(b) above, whether now owned or hereafter acquired or created. Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default and liabilities subject to the provisions of the Related Documents, the Trustee shall have all of the rights and remedies of a secured party, including, without limitation, the rights and remedies granted under the Uniform Commercial Code. (d) Each Lessee agrees to deliver to the Lessor, the Lender and the Trustee on or before the Initial Closing Date: (i) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (ii) below, together with copies of such Lessee financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor Lessor, the Lender and the Trustee, whether direct Trustee showing no evidence of liens filed against such Lessee that purport to affect any Vehicles leased hereunder or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred any Collateral under the Base Indenture; (including interest accruing after the Lease Expiration Date and interest accruing after ii) evidence of the filing of any petition in bankruptcyproper financing statements on Form UCC-1 naming such Lessee, or the commencement of any insolvencyas debtor, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or as secured party covering the collateral described in Section 2(b) hereof; and (iii) evidence of the filing in the states in which such Lessee conducts business of proper financing statements on Form UCC-1 naming such Lessee, as debtor, and the Trustee that are required to be paid by such Lessee pursuant to as secured party covering the terms collateral described in Section 2(b) hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees Each Lessee and the Lessor intend that this Lease Agreement is a lease and that the relationship between the Lessor and each Lessee pursuant hereto shall always be (i) an operating only that of lessor and lessee, and each Lessee hereby declares, acknowledges and agrees that the Lessor is the owner of, and the Lessor or its Permitted Nominee holds legal title to, the Vehicles. No Lessee shall acquire by virtue of this Agreement any right, equity, title or interest in or to any Vehicles, except the right to use the same under the terms hereof. The parties agree that this Agreement is a "true lease" and agree to treat this Agreement as a lease with respect for all purposes, including tax, accounting and otherwise and each party hereto will take no position on its tax returns and filings contrary to the Acquired position that the Lessor is the owner of the Vehicles and (ii) a financing arrangement with respect to the Financed Vehiclesfor U.S. federal income tax purposes. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed characterized by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute third party as a financing arrangement or as otherwise not to constitute constituting a “"true lease” with respect to the Acquired Vehicles, ," then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, Agreement shall constitute a security agreement under applicable law, and, to secure all of its obligations under this Agreement, each Lessee hereby grants to the Lessor a security interest in all of such Lessee's right, title and it is the intention interest, if any, in and to all of the parties that following assets, property and interests in property, whether now owned or hereafter acquired or created: (i) the rights of such Lessee under this Lease together with the Master Collateral Agency Agreement, as same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which the Lessees are a party (the "Lessee Agreements"), including, without limitation, (a) all monies, if any, due and to become due to such agreements apply Lessee from the Guarantor and any other Lessee under or in connection with any of the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, Agreements (whether arising pursuant to the Master Collateral Agency terms of such Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of such Lessee arising under or in connection with the Lessee Agree- ments, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Lessee Agreements; (ii) all Vehicles leased by such Lessee from the Lessor under this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest, are determined to be owned by such Lessee, and all Certificates of Title with respect to such Vehicles; (iii) all right, title and interest of such Lessee in, to and under any Manufacturer Programs, including any amendments thereof, and all monies due and to become due thereunder, in each case in respect of Vehicles leased by such Lessee which, notwithstanding that this Agreement is intended to convey only a leasehold interest, are determined to be owned by such Lessee, whether payable as Vehicle repurchase prices, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise (but excluding all incentive payments payable to such Lessee or the Lessor in respect of purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies thereunder; (iv) all payments under insurance policies (whether or not the Lessor, the Lender or the Trustee is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles leased by such Lessee; (v) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, for the benefit as same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (vi) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is named as the loss payee thereof) and cash. (c) To secure the AFC-II Obligations, each Lessee hereby grants to the Trustee, on behalf of the Secured Parties, a first priority security interest in all of such Lessee’s 's right, title and interest interest, if any, in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the collateral described in Section 2(b) above, whether now owned or hereafter acquired or created; provided, however, that in no event shall the Trustee's claim against such collateral exceed the outstanding obligations of the Lessor to the Lender under the AESOP II Loan Agreement. Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default and liabilities subject to the provisions of the Related Documents and the proviso contained in the immediately preceding sentence, the Trustee shall have all of the rights and remedies of a secured party, including, without limitation, the rights and remedies granted under the Uniform Commercial Code. (d) Each Lessee agrees to deliver to the Lessor, the Lender and the Trustee on or before the Initial Closing Date: (i) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (ii) below, together with copies of such Lessee financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor Lessor, the Lender and the Trustee, whether direct Trustee showing no evidence of liens filed against such Lessee that purport to affect any Vehicles leased hereunder or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred any Collateral under the Base Indenture; (including interest accruing after the Lease Expiration Date and interest accruing after ii) evidence of the filing of any petition proper financing statements on Form UCC-1 naming such Lessee, as debtor, and the Lessor as secured party covering the collateral described in bankruptcySection 2(b) hereof; and (iii) evidence of the filing in the states in which such Lessee conducts business of proper financing statements on Form UCC-1 naming such Lessee, or as debtor, and the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or Trustee as secured party covering the collateral described in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses Section 2(b) hereof. (including all fees and disbursements of counsel e) Only Vehicles that are Program Vehicles shall be eligible to be leased by the Lessor to the Lessor Lessees hereunder. All references in this Agreement to "Vehicle" or "Vehicles" (other than such references in the Trustee that are required recitals hereto) shall refer to be paid by such Lessee pursuant to the terms hereof)a Program Vehicle or Program Vehicles, respectively.

General Agreement. (a) As specified in the Lease Annexes, the Lessees The Lessee and the Lessor each intend that this Lease be (i) an operating Agreement constitute a lease with respect to the Acquired Vehicles for accounting purposes and (ii) a financing arrangement for tax and property law purposes and that the relationship between the Lessor and the Lessee pursuant hereto shall always be only that of lessor and lessee, and the Lessor hereby declares, acknowledges and agrees that the tax ownership of the Financed Vehicles rests solely with respect the Lessee subject to the Financed Vehiclessecurity interest granted hereunder to the Lessor. The Lessor and the Lessee further agree that the obligations of the Lessee to the Lessor hereunder shall constitute debt for all federal and state income tax purposes. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, Agreement shall constitute a security agreement under applicable law, and it is and, to secure all of its obligations under this Agreement, the intention Lessee hereby grants to the Lessor a first priority security interest in all of the parties that Lessee's right, title and interest, if any, in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired or created: (i) the rights of the Lessee under this Lease together Agreement and under any agreement to sublease Vehicles leased hereunder to any Eligible Rental Car Company in accordance with the Master Collateral Agency Agreementprovisions of Section 7, as such agreements apply may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement and any such agreement to sublease to which the Lessee is a party (the "Lessee Agreements"), including, without limitation, (a) all monies, if any, due and to become due to the Financed VehiclesLessee from the Guarantor or any sublessee under or in connection with any of the Lessee Agreements, shall in whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all events constitute a security agreement rights, remedies, powers, privileges and claims of the Lessee against any other party under applicable law. Each Lessee hereby acknowledges that it has granted or with respect to the Master Collateral Agent, Lessee Agreements (whether arising pursuant to the Master Collateral Agency terms of such Agreements or otherwise available to the Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of the Lessee arising under or in connection with the Lessee Agreements, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of the Lessee pursuant to the Lessee Agreements; (ii) all Vehicles leased by the Lessee from the Lessor under this Agreement and all Certificates of Title with respect to such Vehicles; (iii) all right, title and interest of the Lessee in, to and under any Manufacturer Programs, including any amendments thereof, and all monies due and to become due thereunder, in each case in respect of Vehicles leased under this Agreement, whether payable as Vehicle repurchase prices, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for the benefit breach of the Manufacturer Programs or otherwise (but excluding all incentive payments payable to the Lessee or the Lessor in respect of purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies thereunder (provided, that such security interest is nonexclusive and subject to Lessee's right, title or interest in and to the Manufacturer Programs); (iv) all right, title and interest of the Lessee in and to any proceeds from the sale of Vehicles leased under this Agreement, including all monies due in respect of such Vehicles, whether payable as the purchase price of such Vehicles, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise (including all upfront incentive payments payable by Manufacturers to the Lessee or the Lessor in respect of purchases of Non-Program Vehicles); (v) all payments under insurance policies (whether or not the Lessor, the Lender or the Trustee is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles leased under this Agreement; (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as same may be modified or supplemented from time to time, by the Lessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is named as the loss payee thereof) and cash. (c) To secure the AFC-II Obligations, the Lessee hereby grants to the Trustee, on behalf of the Secured Parties, a first priority security interest in all of such the Lessee’s 's right, title and interest interest, if any, in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations collateral described in Section 2(b) above, whether now owned or hereafter acquired or created. Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default and liabilities subject to the provisions of the Related Documents, the Trustee shall have all of the rights and remedies of a secured party, including, without limitation, the rights and remedies granted under the Uniform Commercial Code. (d) The Lessee agrees to deliver to the Lessor, the Lender and the Trustee on or before the Initial Closing Date: (i) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name the Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (ii) below, together with copies of such Lessee financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor Lessor, the Lender and the Trustee, whether direct Trustee showing no evidence of liens filed against the Lessee that purport to affect any Vehicles leased hereunder or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred any Collateral under the Base Indenture: (including interest accruing after the Lease Expiration Date and interest accruing after ii) evidence of the filing of any petition in bankruptcyproper financing statements on Form UCC-1 naming the Lessee, or the commencement of any insolvencyas debtor, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or as secured party covering the collateral described in Section 2(b) hereof; and (iii) evidence of the filing in the states in which the Lessee conducts business of proper financing statements on Form UCC-1 naming the Lessee, as debtor, and the Trustee that are required to be paid by such Lessee pursuant to as secured party covering the terms collateral described in Section 2(b) hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s 's right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees Each Sublessee and the Lessor Sublessor intend that this Lease Agreement is a lease and that the relationship between the Sublessor and each Sublessee pursuant hereto shall always be (i) an operating lease with respect only that of sublessor and sublessee, and each Sublessee hereby declares, acknowledges and agrees that AESOP Leasing is the owner of, and AESOP Leasing or its Permitted Nominee holds legal title to, the Vehicles. ARAC leases the Vehicles from AESOP Leasing pursuant to the Acquired Vehicles AESOP I Operating Lease, and (ii) a financing arrangement with respect pursuant to the Financed terms of the AESOP I Operating Lease, and subject to the limitations therein, ARAC has the right to sublease such Vehicles to Permitted Sublessees pursuant to this Agreement. No Sublessee shall acquire by virtue of this Agreement any right, equity, title or interest in or to any Vehicles, except the right to use the same under the terms hereof. The parties agree that this Agreement is a "true lease" and agree to treat this Agreement as a "true lease" for all purposes, including tax, accounting and otherwise and each party hereto will take no position on its tax returns and filings contrary to the position that AESOP Leasing is the owner of the Vehicles for federal and state income tax purposes. (b) If, notwithstanding the intent of the parties to this Agreement and the intent of the parties to the AESOP I Operating Lease, this Agreement and/or the AESOP I Operating Lease is deemed are characterized by any court, tribunal, arbitrator third party as financing arrangements or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or as otherwise not to constitute a “constituting "true lease” with respect to the Acquired Vehicles, leases," then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, Agreement shall constitute a security agreement under applicable law, and it is the intention and, to secure all of the parties that its obligations under this Lease together with the Master Collateral Agency Agreement, as such agreements apply each Sublessee hereby grants to the Financed Vehicles, shall in all events constitute Sublessor a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s Sublessee's right, title and interest interest, if any, in and to all of the Lessee Grantor Master Collateral following assets, property and interests in property, whether now owned or hereafter acquired or created: (i) the rights of such Sublessee under this Agreement, as defined thereinthe same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which such Sublessee is a party (the "SUBLESSEE AGREEMENTS"), including, without limitation, (a) as collateral security for all rights, remedies, powers, privileges and claims of such Sublessee against any other party under or with respect to the prompt and complete payment and performance when due Sublessee Agreements (whether arising pursuant to the terms of such Agreements or otherwise available to such Sublessee at stated maturitylaw or in equity), by acceleration including the right to enforce any of the Sublessee Agreements and to give or otherwisewithhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Sublessee Agreements or the obligations and liabilities of any party thereunder, (b) of all liens and property from time to time purporting to secure payment of the obligations and liabilities of such Lessee Sublessee arising under or in connection with the Sublessee Agreements, and any documents or agreements describing any collateral securing such obligations or liabilities and (c) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Sublessee pursuant to the Lessor Sublessee Agreements; (ii) all Vehicles subleased by such Sublessee from the Sublessor under this Agreement which, notwithstanding that this Agreement and the AESOP I Operating Lease are intended to convey only leasehold interests, are determined to be owned by such Sublessee, and all Certificates of Title with respect to such Vehicles; (iii) all right, title and interest of such Sublessee in, to and under any Manufacturer Programs, including any amendments thereof, and all monies due and to become due thereunder, in each case in respect of Vehicles subleased by such Sublessee which, notwithstanding that this Agreement and the AESOP I Operating Lease are intended to convey only leasehold interests, are determined to be owned by such Sublessee, whether payable as Vehicle Repurchase Prices, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise (but excluding all incentive payments payable to such Sublessee, the Sublessor or AESOP Leasing in respect of purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies thereunder; (iv) all right, title and interest of such Sublessee in and to any proceeds from the sale of Vehicles subleased by such Sublessee which, notwithstanding that this Agreement and the AESOP I Operating Lease are intended to convey only leasehold interests, are determined to be owned by such Sublessee, including all monies due in respect of such Vehicles, whether payable as the purchase price of such Vehicles, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise (including all upfront incentive payments payable by Manufacturers to such Sublessee, the Sublessor or AESOP Leasing in respect of purchases of Non-Program Vehicles); (v) all payments under insurance policies (whether or not the Sublessor, AESOP Leasing, the Lender or the Trustee is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles subleased by such Sublessee; (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as same may be modified or supplemented from time to time, by such Sublessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Sublessor or AESOP Leasing is named as the loss payee thereof) and cash. (c) Each Sublessee agrees to deliver to the Sublessor and the Trustee on or before the first date on which Vehicles are subleased by such Sublessee hereunder (the "SUBLEASE EFFECTIVE DATE"): (i) a written search report from a Person satisfactory to the Sublessor and the Trustee, whether direct listing all effective financing statements that name such Sublessee as debtor or indirectassignor, absolute and that are filed in the jurisdictions in which filings were made pursuant to clause (ii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Sublessor and the Trustee showing no evidence of liens filed against such Sublessee that purport to affect any Vehicles subleased hereunder or contingent, due or to become due, or now existing or hereafter incurred any Collateral under the Base Indenture; and (including interest accruing after the Lease Expiration Date and interest accruing after ii) evidence of the filing of any petition proper financing statements on Form UCC-1 naming such Sublessee, as debtor, and the Sublessor, as secured party, covering the collateral described in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms SECTION 2(b) hereof).

General Agreement. (a) As specified in the Lease Annexesattachments hereto, the Lessees and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Lessor-Owned Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed characterized by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute third party as a financing arrangement or as otherwise not to constitute constituting a “"true lease” " with respect to the Acquired Lessor-Owned Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Acquired Lessor-Owned Vehicles, shall constitute a security agreement under applicable law, and it . It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral AgentIn furtherance thereof, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such each Lessee to the Lessor and the Trusteehereunder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof), each Lessee hereby grants to the Lessor a first priority security interest in all of such Lessee's right, title and interest, if any, in and to all of the folloxxxx xssets, property and interests in property, whether now owned or hereafter acquired or created (the "Lease Collateral"): (i) the rights of such Lessee under this Agreement, as the same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which such Lessee is a party (the "Lessee Agreements"), including, without limitation, (a) all monies due and to become due to such Lessee from the Guarantor and the Lessees under or in connection with the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Lessee Agreements (whether arising pursuant to the terms of such Lessee Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations of any party thereunder, (c) all Liens and property from time to time purporting to secure payment arising under or in connection with the Lessee Agreements, together with all financing statements filed in favor of, or assigned to, such Lessee describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Lessee Agreements; (ii) all Lessor-Owned Vehicles leased by such Lessee from the Lessor pursuant to this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and all Certificates of Title with respect to such Lessor-Owned Vehicles; (iii) all Financed Vehicles leased by such Lessee from the Lessor pursuant to this Agreement, and all Certificates of Title with respect to such Group IV Vehicles; (iv) all right, title and interest of such Lessee in, to and under any Repurchase Programs and all monies due and to become due thereunder in respect of (A) Lessor-Owned Vehicles leased under this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and (B) Financed Vehicles leased under this Agreement, in each case, whether payable as Repurchase Prices or Guaranteed Payments; (v) the Collection Account (to the extent of funds and other items therein described in clauses (a), (b) and (c) below), the Group IV Collection Account and each other collection account established pursuant to a Series Supplement with respect to a Group IV Series of Notes; (a) all funds on deposit therein allocable to Group IV Vehicles from time to time; (b) all certificates and instruments, if any, representing or evidencing any or all of such accounts or the funds on deposit therein allocable to Group IV Vehicles from time to time; and (c) all investments made at any time and from time to time with the moneys allocable to Group IV Vehicles in such accounts (including income thereon, including, without limitation, any and all such accounts, certificates, instruments and investments constituting "investment property" as defined in the UCC as in effect from time to time in the State of New York); (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as the same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is the loss payee thereof) and cash, but not including (for the avoidance of doubt) payments under consumer rental agreements.

General Agreement. (a) As specified in the Lease Annexes, the Lessees Lessee and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it . It is also the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each The Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such the Lessee’s 's right, title and interest in and to the Lessee Grantor National Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such the Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such the Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexesattachments hereto, the Lessees and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Lessor-Owned Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed characterized by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute third party as a financing arrangement or as otherwise not to constitute constituting a “"true lease” " with respect to the Acquired Lessor-Owned Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Acquired Lessor-Owned Vehicles, shall constitute a security agreement under applicable law, and it . It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral AgentIn furtherance thereof, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such each Lessee to the Lessor and the Trusteehereunder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof), each Lessee hereby grants to the Lessor a first priority security interest in all of such Lessee's right, title and interest, if any, in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired or created (the "Lease Collateral"): (i) the rights of such Lessee under this Agreement, as the same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which such Lessee is a party (the "Lessee Agreements"), including, without limitation, (a) all monies due and to become due to such Lessee from the Guarantor and the Lessees under or in connection with the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Lessee Agreements (whether arising pursuant to the terms of such Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations of any party thereunder, (c) all Liens and property from time to time purporting to secure payment arising under or in connection with the Lessee Agreements, together with all financing statements filed in favor of, or assigned to, such Lessee describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Lessee Agreements; (ii) all Lessor-Owned Vehicles leased by such Lessee from the Lessor pursuant to this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and all Certificates of Title with respect to such Lessor-Owned Vehicles; (iii) all Financed Vehicles leased by such Lessee from the Lessor pursuant to this Agreement, and all Certificates of Title with respect to such Group III Vehicles; (iv) all right, title and interest of such Lessee in, to and under any Repurchase Programs and all monies due and to become due thereunder in respect of (A) Lessor-Owned Vehicles leased under this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and (B) Financed Vehicles leased under this Agreement, in each case, whether payable as Repurchase Prices or Guaranteed Payments; (v) the Collection Account, the Group III Collection Account and each other collection account established pursuant to a Series Supplement with respect to a Group III Series of Notes; (a) all funds on deposit therein allocable to Group III Vehicles from time to time; (b) all certificates and instruments, if any, representing or evidencing any or all of such accounts or the funds on deposit therein allocable to Group III Vehicles from time to time; and (c) all investments made at any time and from time to time with the moneys allocable to Group III Vehicles in such accounts (including income thereon, including, without limitation, any and all such accounts, certificates, instruments and investments constituting "investment property" as defined in the UCC as in effect from time to time in the State of New York); (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as the same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is the loss payee thereof) and cash, but not including (for the avoidance of doubt) payments under consumer rental agreements. 2.1 Leasing of Group III Vehicles Vehicles. (a) From time to time, subject to the terms and provisions hereof, the Lessor agrees to lease to each Lessee, and each Lessee agrees to lease from the Lessor, subject to the terms hereof, the Group III Repurchase Vehicles and Group III Non-Repurchase Vehicles constituting the Refinanced Vehicles and each additional Lessor-Owned Vehicle and Financed Vehicle identified in certain vehicle orders (each, a "Group III Vehicle Order") produced from time to time by a Lessee, listing Eligible Repurchase Vehicles and Eligible Non-Repurchase Vehicles ordered by such Lessee from Eligible Manufacturers or dealers, for itself or as agent for the Lessor, pursuant to the terms of any applicable Repurchase Program or otherwise. Subject to the conditions precedent set forth in Section 2.5 hereof and to compliance with the terms of the related Series Supplements, the Lessor shall make available to the applicable Lessee (i) financing for the Financed Vehicles (other than Texas Vehicles and Hawaii Vehicles) and (ii) Lessor-Owned Vehicles, Texas Vehicles and Hawaii Vehicles for lease to the Lessees hereunder in an aggregate amount (each such financing or Lessor-Owned Vehicle made available, a "Master Lease Advance"). (b) With respect to (i) any lease of Group III Vehicles in the Initial Fleet, (ii) the refinancing of any other Eligible Vehicle owned by the Lessor or any Lessee (collectively, together with any Group III Vehicles in the Initial Fleet to be leased under this Agreement (including, without limitation, any Group III Vehicles previously subject to any other Leases and refinanced pursuant to this Agreement), the "Refinanced Vehicles"), and/or (iii) the refinancing of Eligible Receivables, each applicable Lessee shall make available to the Lessor a schedule as set forth in Attachment A-1 hereto containing information concerning the Refinanced Vehicles and the Eligible Receivables, of a scope agreed upon by the Lessor (a "Refinancing Schedule"). (c) With respect to any lease of Group III Vehicles not described in (b) above, each applicable Lessee shall make available to the Lessor a schedule containing the information with respect to such Group III Vehicles as is set forth in Attachment A-2 hereto (each, a "Group III Vehicle Acquisition Schedule"), or in such form as is otherwise requested by the Lessor. In addition, each Lessee leasing Vehicles pursuant to such Group III Vehicle Order agrees to provide such other information regarding such Vehicles as the Lessor may require from time to time. (d) The Lessees and the Lessor acknowledge that concurrently with the execution and delivery of this Agreement, the Lessees specified on Schedule 1 hereto have made available to the Lessor Group III Vehicle Orders to lease Vehicles currently owned by the Lessor pursuant to this Agreement, together with the required Group III Vehicle Acquisition Schedules or Refinancing Schedule, as the case may be, in respect of such Group III Vehicle Orders. (e) The Lessor and the Lessees each acknowledge that either concurrently with the execution and delivery of this Agreement or after the date of this Agreement on not less than one Business Day's written notice to the Lessor and the Trustee, any Lessee may request that the Lessor purchase or finance the Lessee's purchase of, an Eligible Non-Repurchase Vehicle from a licensed independent automobile through an auction or other vehicle sale (the "Auction Acquired Vehicles") for a purchase price equal to the Capitalized Cost of such Auction Acquired Vehicle, in which event such Lessee shall, immediately upon the consummation of such sale, lease such Auction Acquired Vehicle from the Lessor pursuant to this Agreement (each such transaction is referred to as an "Auction Sale Transaction"). In connection with each Auction Sale Transaction, to evidence the conveyance of the Auction Acquired Vehicles from the applicable dealer to the Lessor (in the case of Lessor-Owned Vehicles) or the applicable Lessee (in the case of Financed Vehicles), the applicable Lessee shall make available to (or, upon request by the Lessor, deliver to) the Lessor the following: (i) a Group III Vehicle Order (including a Group III Vehicle Acquisition Schedule) with respect to all Auction Acquired Vehicles covered by such Auction Sale Transaction; (ii) the original Certificate of Title for each Auction Acquired Vehicle together with a completed application to retitle such Auction Acquired Vehicle in the name of the Lessor (in the case of Lessor-Owned Vehicles, Hawaii Vehicles and Texas Vehicles) or such Lessee (in the case of Financed Vehicles other than Hawaii Vehicles and Texas Vehicles) and to have noted thereon the Trustee's security interest in such Auction Acquired Vehicle pursuant to the Indenture; and (iii) a bill xx sale, substantially in the form attached hereto as Attachment D (each, an "Auction Bill xx Sale"), conveying title to the Auction Acquired Vehicles, and copies of any certificate given by the related auction house regarding the absence of liens and/or the ownership of each such Group III Vehicle. Notwithstanding the foregoing provisions of this Section 2.1(e), the Lessor shall not acquire any Auction Acquired Vehicle for which it does not have a new Certificate of Title if, after giving effect to such acquisition, the aggregate Net Book Value of all such Auction Acquired Vehicles without a new Certificate of Title would exceed 5% of the Aggregate Asset Amount. Other than Auction Sale Transactions complying with the provisions of this Section 2.1, the Lessor shall not purchase any Group III Non-Repurchase Vehicles from any independent dealer at an auction. After any purchase or financing of Group III Vehicles by the Lessor at auction, such Group III Vehicles will be subject to all the terms and conditions of this Agreement. (f) The Lessor shall lease to the Lessees, and the Lessees shall lease from the Lessor, only Group III Vehicles that are Eligible Repurchase Vehicles and Eligible Non-Repurchase Vehicles. This Agreement, together with any other related documents attached to this Agreement or submitted with a Group III Vehicle Order or Refinancing Schedule, including without limitation any documents in connection with an Eligible Repurchase Program (collectively, the "Supplemental Documents"), will constitute the entire agreement regarding the leasing of Vehicles by the Lessor to the Lessees hereunder.

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating a true lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute a financing arrangement or otherwise not to constitute a “true lease” with respect to the Acquired Vehicles, then it It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, true lease for commercial law and it bankruptcy purposes. It is also the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Financed VehiclesVehicles and the Eligible Receivables financed hereunder, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, Trustee (on behalf of the Holders of the Group I Notes (the "Group I Noteholders") and the Additional Permitted Beneficiaries a first priority security interest in all of such Lessee’s 's right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given by such Lessee in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees Lessee and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each The Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s Thrifty's right, title and interest in and to the Lessee Grantor Thrifty Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such the Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such the Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees Lessee and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it . It is also the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each The Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the TrusteeTrustee (on behalf of the Series 1996-2 Noteholder) and the NFC Collateral Agent (on behalf of the NFC Secured Parties), respectively, a first priority security interest in all of such the Lessee’s 's right, title and interest in and to the Lessee Grantor National Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such the Lessee to the Lessor Lessor, the Trustee and the TrusteeNFC Collateral Agent, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee or the NFC Collateral Agent that are required to be paid by such the Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it is the intention of the parties that this Lease Agreement together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s 's right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such the Lessee pursuant to the terms hereof).

General Agreement. (a) As specified in the Lease Annexesattachments hereto, the Lessees and the Lessor intend that this Lease Agreement be (i) an operating lease with respect to the Acquired Lessor-Owned Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles. (b) If, notwithstanding the intent of the parties to this LeaseAgreement, this Lease Agreement is deemed characterized by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “Court”) to constitute third party as a financing arrangement or as otherwise not to constitute constituting a “"true lease” " with respect to the Acquired Lessor-Owned Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Acquired Lessor-Owned Vehicles, shall constitute a security agreement under applicable law, and it . It is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply it applies to the Financed Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral AgentIn furtherance thereof, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, a first priority security interest in all of such Lessee’s right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such each Lessee to the Lessor and the Trusteehereunder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease Agreement and any other document made, delivered or given in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such Lessee pursuant to the terms hereof), each Lessee hereby grants to the Lessor a first priority security interest in all of such Lessee's right, title and interest, if any, in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired or created (the "Lease Collateral"): (i) the rights of such Lessee under this Agreement, as the same may be amended, modified or supplemented from time to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which such Lessee is a party (the "Group II Lessee Agreements"), including, without limitation, (a) all monies due and to become due to such Lessee from the Guarantor and the Lessees under or in connection with the Group II Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Group II Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the Group II Lessee Agreements (whether arising pursuant to the terms of such Agreements or otherwise available to such Lessee at law or in equity), including the right to enforce any of the Group II Lessee Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Group II Lessee Agreements or the obligations of any party thereunder, (c) all Liens and property from time to time purporting to secure payment arising under or in connection with the Group II Lessee Agreements, together with all financing statements filed in favor of, or assigned to, such Lessee describing any collateral securing such obligations or liabilities and (d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of such Lessee pursuant to the Group II Lessee Agreements; (ii) all Lessor-Owned Vehicles leased by such Lessee from the Lessor pursuant to this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and all Certificates of Title with respect to such Lessor-Owned Vehicles; (iii) all Financed Vehicles leased by such Lessee from the Lessor pursuant to this Agreement, and all Certificates of Title with respect to such Group II Vehicles; (iv) all right, title and interest of such Lessee in, to and under any Repurchase Programs and all monies due and to become due thereunder in respect of (A) Lessor-Owned Vehicles leased under this Agreement which, notwithstanding that this Agreement is intended to convey only a leasehold interest in such Lessor-Owned Vehicles, are determined to be owned by such Lessee, and (B) Financed Vehicles leased under this Agreement, in each case, whether payable as Repurchase Prices or Guaranteed Payments; (v) the Collection Account, the Group II Collection Account and each other collection account established pursuant to a Series Supplement with respect to any Group II Series of Notes; (a) all funds on deposit therein allocable to Group II Vehicles from time to time; (b) all certificates and instruments, if any, representing or evidencing any or all of such accounts or the funds on deposit therein allocable to Group II Vehicles from time to time; and (c) all investments made at any time and from time to time with the moneys allocable to Group II Vehicles in such accounts (including income thereon, including, without limitation, any and all such accounts, certificates, instruments and investments constituting "investment property" as defined in the UCC as in effect from time to time in the State of New York); (vi) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as the same may be modified or supplemented from time to time, by such Lessee or by anyone on its behalf; and (vii) all proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Lessor is the loss payee thereof) and cash, but not including (for the avoidance of doubt) payments under consumer rental agreements.

General Agreement. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating lease with respect to the Acquired Vehicles and Vehicles, (ii) a financing arrangement with respect to the Financed Vehicles and (iii) a lease for accounting purposes and a financing arrangement for tax purposes with respect to the Synthetic Lease Vehicles. (b) If, notwithstanding the intent of the parties to this Lease, this Lease is deemed by any court, tribunal, arbitrator or other adjudicative authority in any proceeding (each, a “"Court”") to constitute a financing arrangement or otherwise not to constitute a “"true lease” " with respect to the Acquired Vehicles, then it is the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Acquired Vehicles, shall constitute a security agreement under applicable law, and it . It is also the intention of the parties that this Lease together with the Master Collateral Agency Agreement, as such agreements apply to the Financed Vehicles and the Synthetic Lease Vehicles, shall in all events constitute a security agreement under applicable law. Each Lessee hereby acknowledges that it has granted to the Master Collateral Agent, pursuant to the Master Collateral Agency Agreement, for the benefit of the Trustee, Trustee (on behalf of the Series 1997 Variable Funding Noteholders) and the Other VFN Beneficiaries a first priority security interest in all of such Lessee’s 's right, title and interest in and to the Lessee Grantor Master Collateral (as defined therein) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of such the Lessee to the Lessor and the Trustee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred (including interest accruing after the Lease Expiration Date and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding), which may arise under, out of, or in connection with, this Lease and any other document made, delivered or given by such Lessee in connection herewith, whether on account of rent, principal, interest, reimbursement obligations, fees, indemnities, costs, costs or expenses (including all fees and disbursements of counsel to the Lessor or the Trustee that are required to be paid by such the Lessee pursuant to the terms hereof).