Common use of RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE Clause in Contracts

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, then such Lessee or the Guarantor shall, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VII.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified thereinARG Trustee, as Beneficiary under the Master Collateral Agency Agreement, in all of its right, title and interest in, to and under the Vehicles, the related Manufacturer Programs (other than rights thereunder with respect to Vehicle Disposition ProgramsRepurchase Rights that have been pledged or sold), the Master Collateral Account and all other related Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations the Lessor and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessorthat, pursuant to each the Group VII I Supplements and the Indenture, the Lessor has granted a security interest to the Trustee (for the benefit of the Group I Noteholders) in all of its right, title and interest in, to and under the RCFC Collateral Agreements, the Group I Collection Account and the other Collateral described in each such the Group VII IndentureI Supplements. Accordingly, each Lessee and the Guarantor agrees agree that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the ARG Trustee, as Beneficiary under the Master Collateral Agency Agreement) may exercise any applicable right or remedy available upon the occurrence of the event or events giving rise to such Amortization Event against each any Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of NotesAgreement, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indentureas applicable, and none of the Lessees or neither any Lessee nor the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation any Amortization Event of Default has occurred, then such the Lessee or the Guarantor shallGuarantor, will, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee Trustee, as the case may be, or the designee of the Master Collateral Agent’s Agent or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee (or such designee), as the case may be, as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant Each Lessee acknowledges that pursuant to the Base Indenture, the Lessor hereby has irrevocably authorizes authorized and directs each Lessee directed the Lessees to, and each Lessee the Lessees shall, make payments of Rent hereunder and other charges and payments under this Lease by deposit directly to the Trustee for deposit in the Group VII I Collection Account established by the Trustee for receipt of such payments pursuant to the Base IndentureIndenture and the Group I Supplements (or to such other account as the Trustee may from time to time specify to the Lessees), and such payments shall discharge the obligation of such Lessee the Lessees to the Lessor hereunder with respect to Rent and other charges and payments to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining maintain the Master Collateral Agent’s perfected first priority security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; (v) Reserved; (vi) In the event that the Trustee determines to take action pursuant to the provisions of Section 9.2(d) of the Base Indenture, the Trustee may, without notice to the Lessor (unless such notice is required by applicable state law), the Servicer, any Lessee or the Guarantor, direct the Master Collateral Agent to take legal proceedings for the appointment of a receiver to take possession of Vehicles pending the sale thereof and in any such event the Trustee shall be entitled to the appointment of a receiver for the Vehicles, and none of the Lessor, the Servicer, any Lessee or the Guarantor shall object to such appointment; and (vvii) A security interest in the Lessor’s rights under this Lease has been granted by Each Lessee hereby authorizes the Lessor and the Trustee, as applicable, to give directions to the Trustee pursuant Master Collateral Agent to perform any obligation which such Lessee shall have failed to perform under the Base Indenture as collateral security only for all Series Related Documents, including, but not limited to, any directions permitted by Section 3.4 of Notes included in Group VII and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIthe Master Collateral Agency Agreement.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to such Lessee has occurred, then such Lessee or the Guarantor shallwill, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII IV Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII IV Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII IV and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIIV.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this LeaseAgreement, each the Lessee and the Guarantor acknowledges that each of the Lessees Lessee and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified thereinTrustee, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations Thrifty and RCFCThrifty Finance, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Thrifty Finance Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each the Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each the Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each the Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor Lessee will not interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a the Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to the Lessee has occurred, then such Lessee or the Guarantor shallLessee, will, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s 's or the Trustee’s 's designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease Agreement that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant The Lessee acknowledges that pursuant to the Base Indenture, the Lessor hereby has irrevocably authorizes authorized and directs each directed the Lessee to, and each the Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such the Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each The Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such the Lessee to, and such the Lessee shall, cause all payments under the related Lessee Agreements, each the Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such the Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII Series of Notes)Trustee, to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such the Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such the Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a the Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease Agreement or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such the Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each the Lessee will take such actions (other than recordation of liens with respect to the Existing Fleet) as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s 's perfected security interest in the Vehicles leased by such Lessee under this LeaseAgreement, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s 's rights under this Lease Agreement has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII that do not provide for wholly segregated collateral and, accordingly, all references herein to “"all” " Series of Notes shall refer only to all Series of Notes included in Group VIIthat do not provide for wholly segregated collateral.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII VI Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII VI Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII VI Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or in the applicable Group VII VI Indenture or the Master Collateral Agency Agreement with respect to the Group VII VI Series of Notes, the Group VII VI Collateral, the Group VII VI Master Collateral and the Related Documents with respect to the Group VII VI Series of Notes, in each case subject to the terms and conditions of the related Group VII VI Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, then such Lessee or the Guarantor shall, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII VI Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, Agreements and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII VI Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII VI and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIVI.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations Thrifty, Dollar and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to such Lessee has occurred, then such Lessee or the Guarantor shallwill, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s 's or the Trustee’s 's designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII III Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII III Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s 's perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s 's rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII III and, accordingly, all references herein to “"all” " Series of Notes shall refer only to all Series of Notes included in Group VIIIII.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII VIII Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII VIII Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII VIII Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or in the applicable Group VII VIII Indenture or the Master Collateral Agency Agreement with respect to the Group VII VIII Series of Notes, the Group VII VIII Collateral, the Group VII VIII Master Collateral and the Related Documents with respect to the Group VII VIII Series of Notes, in each case subject to the terms and conditions of the related Group VII VIII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, then such Lessee or the Guarantor shall, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII VIII Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII VIII Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII VIII and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIVIII.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to such Lessee has occurred, then such Lessee or the Guarantor shallwill, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII III Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII III Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII III and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIIII.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this LeaseAgreement, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified thereinTrustee, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations Thrifty, Dollar and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to such Lessee has occurred, then such Lessee or the Guarantor shallwill, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s 's or the Trustee’s 's designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease Agreement that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII I Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII Series of NotesI), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease Agreement or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions (other than recordation of liens with respect to the Existing Fleet) as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s 's perfected security interest in the Vehicles leased by such Lessee under this LeaseAgreement, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s 's rights under this Lease Agreement has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII I and, accordingly, all references herein to “"all” " Series of Notes shall refer only to all Series of Notes included in Group VII.I.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII the Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII the Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation an Amortization Event of Default with respect to such Lessee has occurred, then such Lessee or the Guarantor shallwill, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII II Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition ProgramPrograms, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII II Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c2.5(b) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII II and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIII.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified thereinTrustee (for the benefit of the Group I Noteholders), in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Manufacturer Programs, the Master Collateral Account and all other related Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFCany Lessee or the Lessor, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each the Receivables Trust Agreement has conveyed to the Receivables Trustee, all the Lessor's right, title and interest in respect of the Lease Payment Rights and the Manufacturer Payment Rights and that, pursuant to the Group VII I Supplements and the Indenture, the Lessor has granted a security interest to the Trustee (for the benefit of the Group I Noteholders) in all of its right, title and interest in, to and under the RCFC AgreementsCollateral Agreements (other than the Lease Payment Rights, and the Manufacturer Payment Rights), the Receivables Trust Agreement, the Beneficial Interest, the Group I Collection Account and the other Collateral described in each such the Group VII IndentureI Supplements. Accordingly, each Lessee and the Guarantor agrees agree that: (i) Subject to the terms of each Group VII the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy available upon the occurrence of the event or events giving rise to such Amortization Event against each any Lessee or the Guarantor provided for herein and/or or in the applicable Group VII Indenture or the Master Collateral Agency Agreement with respect to the Group VII Series of NotesAgreement, the Group VII Collateral, the Group VII Master Collateral and the Related Documents with respect to the Group VII Series of Notes, in each case subject to the terms and conditions of the related Group VII Indentureas applicable, and none of the Lessees or neither any Lessee nor the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation a Lease Event of Default or Limited Liquidation any Amortization Event of Default has occurred, then such the Lessee or the Guarantor shallGuarantor, will, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee Trustee, as the case may be, or the designee of the Master Collateral Agent’s Agent or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee (or such designee), as the case may be, as the successor to the Lessor hereunder, irrespective of whether such the Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant Each Lessee acknowledges that pursuant to the Base Indenture, the Lessor hereby has irrevocably authorizes authorized and directs each Lessee directed the Lessees to, and each Lessee the Lessees shall, make payments of Rent hereunder and other charges and payments under this Lease by deposit directly to the Trustee for deposit in the Group VII I Collection Account established by the Trustee for receipt of such payments pursuant to the Base IndentureIndenture and the Group I Supplements (or to such other account as the Trustee may from time to time specify to the Lessees), and such payments shall discharge the obligation of such Lessee the Lessees to the Lessor hereunder with respect to Rent and other charges and payments to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining maintain the Master Collateral Agent’s 's perfected first priority security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; (v) The Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of each Lessee, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property of such Lessee sold pursuant to Section 9.2(c) of the Base Indenture (including, without limitation, any Financed Vehicles), and for such other purposes as are necessary or desirable to effectuate the provisions of the Indenture and for that purpose the Trustee may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more Persons with like power, each Lessee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof, but if so requested by the Trustee or by any purchaser, the Lessee shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser all such property, deeds, bills of sale, instruments of assignment and transfer and releases as may be designated in any such request; (vi) In the event that the Trustee determines to take action pursuant to the provisions of Section 9.2(d) of the Base Indenture, the Trustee may, without notice to the Lessor (unless such notice is required by applicable state law), the Servicer, any Lessee or the Guarantor, direct the Master Collateral Agent to take legal proceedings for the appointment of a receiver to take possession of Vehicles pending the sale thereof and in any such event the Trustee shall be entitled to the appointment of a receiver for the Vehicles, and none of the Lessor, the Servicer, any Lessee or the Guarantor shall object to such appointment; and (vvii) A security interest in the Lessor’s rights under this Lease has been granted by Each Lessee hereby authorizes the Lessor and the Trustee, as applicable, to give directions to the Trustee pursuant Master Collateral Agent to perform any obligation which such Lessee shall have failed to perform under the Base Indenture as collateral security only for all Series Related Documents, including, but not limited to, any directions permitted by Section 3.4 of Notes included in Group VII and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VIIthe Master Collateral Agency Agreement.

RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding anything to the contrary contained in this Lease, each Lessee and the Guarantor acknowledges that each of the Lessees and the Lessor, pursuant to the Master Collateral Agency Agreement, has granted a security interest to the Master Collateral Agent, for the benefit of the Beneficiaries specified therein, in all of its right, title and interest in, to and under the Vehicles, the related Vehicle Disposition Programs, the Master Collateral Account and all other Master Collateral specified in the Master Collateral Agency Agreement as being pledged by DTG Operations and RCFC, and each Lessee and the Guarantor further acknowledges that the Lessor, pursuant to each Group VII V Indenture, has granted a security interest to the Trustee in all of its right, title and interest in, to and under the RCFC Agreements, the Collection Account and the other Collateral described in each such Group VII V Indenture. Accordingly, each Lessee and the Guarantor agrees that: (i) Subject to the terms of each Group VII V Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon the occurrence of an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any applicable right or remedy against each Lessee or the Guarantor provided for herein and/or in the applicable Group VII V Indenture or the Master Collateral Agency Agreement with respect to the Group VII V Series of Notes, the Group VII V Collateral, the Group VII V Master Collateral and the Related Documents with respect to the Group VII V Series of Notes, in each case subject to the terms and conditions of the related Group VII V Indenture, and none of the Lessees or the Guarantor will interpose as a defense that such claim should have been asserted by the Lessor; (ii) Upon the delivery by the Master Collateral Agent or the Trustee of any notice to a Lessee or the Guarantor stating that an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, then such Lessee or the Guarantor shall, if so requested by the Master Collateral Agent (with respect to the Master Collateral) or the Trustee (with respect to the Collateral), treat the Master Collateral Agent or the Trustee or the Master Collateral Agent’s or the Trustee’s designee, as the case may be, for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Lease that are asserted by the Master Collateral Agent or the Trustee as the successor to the Lessor hereunder, irrespective of whether such Lessee or the Guarantor has received any such notice from the Lessor; (iii) Pursuant to the Base Indenture, the Lessor hereby irrevocably authorizes and directs each Lessee to, and each Lessee shall, make payments of Rent hereunder directly to the Trustee for deposit in the Group VII V Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture, and such payments shall discharge the obligation of such Lessee to the Lessor hereunder with respect to Rent to the extent of such payments. Each Lessee further acknowledges that pursuant to the Master Collateral Agency Agreement, the Lessor has irrevocably authorized and directed such Lessee to, and such Lessee shall, cause all payments under the related Lessee Agreements, each Vehicle Disposition Program, and all other Master Collateral pledged by such Lessee to the Master Collateral Agent for the benefit of the Trustee (as Beneficiary on behalf of the holders of each Series of Notes included in the Group VII V Series of Notes), to be made directly to the Master Collateral Agent for deposit in the Master Collateral Account established by the Lessor for receipt of such payments pursuant to the Master Collateral Agency Agreement, and each such payment (other than any payment that is subject to distribution to such Lessee or its designee pursuant to Section 2.5(c) of the Master Collateral Agency Agreement and that is not transferred to the Collection Account) shall constitute a prepayment in respect of the obligation of such Lessee to pay the Rent due hereunder on the next succeeding Due Date. Upon written notice to a Lessee of a sale or assignment by the Trustee or Master Collateral Agent of its right, title and interest in moneys due under this Lease or the Master Collateral Agency Agreement to a successor Trustee or Master Collateral Agent, such Lessee shall thereafter make payments of Rent hereunder or payments in respect of the Master Collateral, as applicable, to the party specified in such notice; (iv) Upon request made by the Master Collateral Agent at any time, each Lessee will take such actions as are requested by the Master Collateral Agent to assist the Master Collateral Agent in maintaining the Master Collateral Agent’s perfected security interest in the Vehicles leased by such Lessee under this Lease, the Certificates of Title with respect thereto and the related Master Collateral pursuant to the Master Collateral Agency Agreement; and (v) A security interest in the Lessor’s rights under this Lease has been granted by the Lessor to the Trustee pursuant to the Base Indenture as collateral security only for all Series of Notes included in Group VII V and, accordingly, all references herein to “all” Series of Notes shall refer only to all Series of Notes included in Group VII.V.