Common use of Grant by the Lessee Grantors Clause in Contracts

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or any Beneficiary as assignee thereof) under the related Financing Documents (x) DTG Operations (without limiting the grant by DTG Operations pursuant to clause (y) immediately following), confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered in clause (x), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3), subject to the provisions of subsection (c) below, a continuing, first priority Lien on all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series of Notes or any Financing Documents related to a Financing Source or thereafter (the "Lessee Grantor Master Collateral"): (i) all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the "Lessee Grantor Master Collateral Vehicles"), and all Certificates of Title with respect thereto; (ii) the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time all certificates and instruments, if any, representing or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investments; (iii) all Vehicle Disposition Programs and incentive programs applicable to Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Program and incentive program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive Payments, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; (iv) all Subleases entered into by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such Lessee Grantor under a Lease, and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent), without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements); (v) all Assignment Agreements entered into by such Lessee Grantor; (vi) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) with respect to any of the Lessee Grantor Master Collateral Vehicles; (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6); (viii) all additional property that may on the Closing Date or 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 Grantor or by anyone on its behalf; and (ix) any and all proceeds, products, offspring, rents or profits of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, the pledge and security interest granted by DTG Operations hereunder is an extension of the pledge and security interest granted under the Original Agreement.

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors under the Financing Documents with respect to each Financing Source (or any Beneficiary and the Related Beneficiary, as assignee thereof) under the related Financing Documents (x) DTG Operations (without limiting the grant by DTG Operations pursuant to clause (y) immediately following), confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered in clause (x), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, Agent for the benefit of each Financing Source (and the Beneficiaries (Related Beneficiary, as assignee thereof), to the extent set forth in Sections 2.2 and 2.3), subject of the Related Master Collateral with respect to the provisions of subsection (c) belowsuch Related Beneficiary, a continuing, first priority Lien on security interest in all right, title and interest of such Lessee Grantor in, to and under the following, whether existing now owned or subsequently acquired as of the Closing Date with respect to any series of Notes or any Financing Documents related to a Financing Source or thereafter arising (the "“Lessee Grantor Master Collateral"”): (i) all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the "Lessee Grantor Master Collateral Vehicles"), and all Certificates of Title with respect thereto; (ii) the Post LKE Reallocation Master Collateral Account (including each Collateral Account Accounts and Group Collateral Account), all funds on deposit therein from time to time all certificates and instruments, if any, representing deposited or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investmentsheld therein; (iii) all Vehicle Disposition Programs investments of funds on deposit in the Post LKE Reallocation Master Collateral Accounts, and incentive programs applicable all certificates, instruments and documents related to such investments; (iv) all rights under each Manufacturer Program associated with the Vehicles referred to in clause (i) above owned by such Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates rights relate to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Manufacturer Program and incentive program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive PaymentsVehicle repurchase prices, auction sales proceeds, guaranteed depreciation payments, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition the Manufacturer Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; (ivv) all Subleases entered into Eligible Receivables financed or refinanced by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such a Lessee Grantor under a Lease, and ; (vi) all sale or other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered disposition proceeds payable by any Person in respect of the disposition of the Vehicles referred to in clause (i) above owned by such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent)including, without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements)auction proceeds; (v) all Assignment Agreements entered into by such Lessee Grantor; (vivii) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to to, any of the Vehicles referred to in clause (i) above owned by such Lessee Grantor Master Collateral Vehicles; (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6)Grantor; (viii) the Master Exchange Agreement and the Escrow Agreement, including any amendments thereof, all additional property that may monies due and to become due to such Lessee Grantor in respect of the Related Vehicles thereunder, whether amounts payable by the Intermediary to, or on behalf of, such Lessee Grantor from the Closing Date or from time accounts maintained pursuant to time hereafter be subjected to the grant and pledge under this Agreement, the Master Exchange Agreement and the Escrow Agreement or payable as damages for breach of the same may be modified Master Exchange Agreement, the Escrow Agreement or supplemented from time to timeotherwise, and all other property payable by the Intermediary to, or on behalf of, such Lessee Grantor or by anyone on its behalfthereunder and all rights to compel performance and otherwise exercise remedies thereunder; provided, however, that in the case of any funds held in any of the accounts maintained pursuant to this Agreement, the Master Exchange Agreement and the Escrow Agreement that constitute Relinquished Property Proceeds, such funds shall not constitute Lessee Grantor Master Collateral until such funds become Non-Qualified Funds; and (ix) any and all proceeds, products, offspring, rents or profits products and proceeds of any and all of the foregoing. Notwithstanding anything ; provided that, in no event shall any of the foregoing include any right, title or interest in Relinquished Property Rights, Excluded Payments or Unpledged Master Collateral, and in the case of Relinquished Property Rights and Unpledged Master Collateral from the time such Relinquished Property Rights or Unpledged Master Collateral become Relinquished Property Rights or Unpledged Master Collateral as a result of the assignment of such Relinquished Property Rights to the contrary contained in this Agreement, Intermediary or the pledge and security interest granted by DTG Operations hereunder is an extension or sale of such Unpledged Master Collateral to the pledge and security interest granted under the Original Agreementrelated Receivables Purchaser Beneficiary, Receivables Pledgee Beneficiary or QI Beneficiary, as applicable.

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or and any Beneficiary as assignee thereof) under the related Financing Documents Documents, each of the Lessee Grantors hereby (xi) DTG Operations (without limiting the grant by DTG Operations pursuant with respect to clause (y) immediately following)National, Alamo and CarTemps, confirms its grant, pledge and assignment pursuant to the Fourth Amended and Restated Agreement, the Third Amended and Restated Agreement and the Second Amended and Restated Agreement and, in the case of National, pursuant to the Original Amended and Restated Agreement and (yii) to the extent not covered in under clause (x)i) above, each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, Agent for the benefit of the Beneficiaries (each Beneficiary, to the extent set forth in Sections 2.2 and 2.3), subject to the provisions of subsection (c) belowits Related Master Collateral, a continuing, first priority Lien on security interest in all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series Series of Notes or any Financing Documents related to a Financing Source or thereafter (the "Lessee Grantor Master Collateral"): (i) all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the "Lessee Grantor Master Collateral Vehicles"), and all Certificates of Title with respect thereto; (ii) the Master Collateral Account (including each Collateral Account Accounts and Group Collateral Account), all funds on deposit therein from time to time deposited or held therein; (iii) all certificates and instruments, if any, representing or evidencing any or all investments of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) Accounts, and all certificates certificates, instruments and instruments, if any, representing or evidencing documents related to such Permitted Investmentsinvestments; (iiiiv) all Vehicle Disposition Programs and incentive programs applicable each Manufacturer Program associated with the Vehicles referred to in clause (i) above owned by such Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Manufacturer Program and incentive program, (other than Excluded Payments) whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive PaymentsVehicle repurchase prices, auction sales proceeds, guaranteed depreciation payments, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition the Manufacturer Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; (ivv) all Subleases entered into Eligible Receivables refinanced by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such a Lessee Grantor under a Lease; (vi) all sale or other disposition proceeds payable by any Person in respect of the disposition of Vehicles purchased, and all other contracts, agreements, guarantees, insurance, warranties, instruments financed or certificates entered into or delivered to refinanced by such Lessee Grantor in connection with any proceeds obtained from a Financing Source or from other Vehicles owned by such SubleaseLessee Grantor and leased under a Lease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent)including, without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements)auction proceeds; (v) all Assignment Agreements entered into by such Lessee Grantor; (vivii) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to to, any of the Vehicles owned by such Lessee Grantor Master Collateral Vehicles; (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6);Grantor; and (viii) all additional property that may on the Closing Date or 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 Grantor or by anyone on its behalf; and (ix) any and all proceeds, products, offspring, rents or profits products and proceeds of any and all of the foregoing; provided that, in no event shall any of the foregoing include any right, title or interest in Excluded Payments or in any Fleet Finance Agreement and payments made thereunder. Notwithstanding anything to the contrary contained in this Master Collateral Agency Agreement, the pledge and security interest granted by DTG Operations National hereunder is an extension of the pledge and security interest granted under the Original Amended and Restated Agreement, the Second Amended and Restated Agreement, the Third Amended and Restated Agreement and the Fourth Amended and Restated Agreement and by each of CarTemps and Alamo is an extension of the pledge and security interest granted under the Second Amended and Restated Agreement, the Third Amended and Restated Agreement and the Fourth Amended and Restated Agreement.

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or any Beneficiary as assignee thereof) under the related Financing Documents (x) DTG Operations (without limiting the grant by DTG Operations pursuant to clause (y) immediately following), confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered in clause (x), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3), subject to the provisions of subsection (c) below, a continuing, first priority Lien on all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series of Notes or any Financing Documents related to a Financing Source or thereafter (the "“Lessee Grantor Master Collateral"”): (i) all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the "“Lessee Grantor Master Collateral Vehicles"”), and all Certificates of Title with respect thereto; (ii) the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time all certificates and instruments, if any, representing or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investments; (iii) all Vehicle Disposition Programs and incentive programs applicable to Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Program and incentive program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive Payments, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; (iv) all Subleases entered into by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such Lessee Grantor under a Lease, and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent), without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements); (v) all Assignment Agreements entered into by such Lessee Grantor; (vi) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) with respect to any of the Lessee Grantor Master Collateral Vehicles; (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "“safe harbor" ” provisions of Treasury Regulation § §1.1031(k)-1(g)(6); (viii) all additional property that may on the Closing Date or 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 Grantor or by anyone on its behalf; and (ix) any and all proceeds, products, offspring, rents or profits of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, the pledge and security interest granted by DTG Operations hereunder is an extension of the pledge and security interest granted under the Original Agreement.

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or and any Beneficiary as assignee thereof) under the related Financing Documents Documents, each of the Lessee Grantors hereby (xi) DTG Operations (without limiting the grant by DTG Operations pursuant with respect to clause (y) immediately following)National, confirms its grant, pledge and assignment pursuant to the Original Amended and Restated Agreement and (yii) to the extent not covered in under clause (xi), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, Agent for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3), subject to the provisions of subsection (c) belowBeneficiaries, a continuing, first priority Lien security interest on all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series Series of Notes or any Financing Documents related to a Financing Source or thereafter (the "Lessee Grantor Master Collateral"): (i) all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectivelypurchased, with respect to all of the Lessee Grantors, the "financed or refinanced by such Lessee Grantor Master Collateral Vehicles"), with proceeds obtained from a Financing Source and all Certificates of Title with respect thereto; (ii) the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time deposited or held therein; (iii) all certificates and instruments, if any, representing or evidencing any or all investments of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) Account, and all certificates certificates, instruments and instruments, if any, representing or evidencing documents related to such Permitted Investmentsinvestments; (iiiiv) all Vehicle Disposition Programs and incentive programs applicable each Manufacturer Program associated with the Vehicles referred to in (i) above owned by such Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Manufacturer Program and incentive program, (other than Excluded Payments) whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive PaymentsVehicle repurchase prices, auction sales proceeds, guaranteed depreciation payments, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition the Manufacturer Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; (iv) all Subleases entered into by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such Lessee Grantor under a Lease, and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent), without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements); (v) all Assignment Agreements entered into sale or other disposition proceeds payable by any Person in respect of the disposition of Vehicles purchased, financed or refinanced by such Lessee GrantorGrantor with proceeds obtained from a Financing Source, including, without limitation, auction proceeds; (vi) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to to, any of the Vehicles owned by such Lessee Grantor Master Collateral Vehicles;Grantor; and (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6); (viii) all additional property that may on the Closing Date or 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 Grantor or by anyone on its behalf; and (ix) any and all proceeds, products, offspring, rents or profits products and proceeds of any and all of the foregoing; provided that, in no event shall any of the foregoing include any right, title or interest in Excluded Payments, the Fleet Finance Agreement or the NFLP Fleet Finance Agreement and payments made thereunder. Notwithstanding anything to the contrary contained in this Master Collateral Agency Agreement, the pledge and security interest granted by DTG Operations each of the Lessee Grantors hereunder is an extension of the pledge and security interest granted under the Original Amended and Restated Agreement.

Grant by the Lessee Grantors. As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or any Beneficiary as assignee thereof) under the related Financing Documents (x) DTG Operations (without limiting the grant by DTG Operations pursuant to clause (y) immediately following), confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered in clause (x), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3), subject to the provisions of subsection (c) below, a continuing, first priority Lien on all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series of Notes or any Financing Documents related to a Financing Source or thereafter (the "Lessee Grantor Master Collateral"): ): (i) all i)all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the "Lessee Grantor Master Collateral Vehicles"), and all Certificates of Title with respect thereto; ; (ii) the ii)the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time all certificates and instruments, if any, representing or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investments; ; (iii) all iii)all Vehicle Disposition Programs and incentive programs applicable to Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Program and incentive program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive Payments, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder; ; (iv) all iv)all Subleases entered into by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such Lessee Grantor under a Lease, and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent), without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements); (v) all Assignment Agreements entered into by such Lessee Grantor; (vi) all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) with respect to any of the Lessee Grantor Master Collateral Vehicles; (vii) the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6); (viii) all additional property that may on the Closing Date or 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 Grantor or by anyone on its behalf; and (ix) any and all proceeds, products, offspring, rents or profits of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, the pledge and security interest granted by DTG Operations hereunder is an extension of the pledge and security interest granted under the Original Agreement.