AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT

Exhibit 4.171

EXECUTION COPY

AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT (GROUP II)

dated as of February 14, 2007

among

RENTAL CAR FINANCE CORP.

as Lessor,

DTG OPERATIONS, INC.,

as Lessee and Servicer,

and those Subsidiaries of

Dollar Thrifty Automotive Group, Inc.

from time to time

becoming Lessees and Servicers hereunder

and

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

as Guarantor and Master Servicer

AS SET FORTH IN SECTION 21 HEREOF, LESSOR HAS ASSIGNED TO THE TRUSTEE (AS DEFINED HEREIN) ALL OF LESSOR’S RIGHT, TITLE AND INTEREST IN AND TO THIS LEASE. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART NO. 1, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE TRUSTEE ON THE SIGNATURE PAGE THEREOF.

[THIS IS NOT THE ORIGINAL EXECUTED COUNTERPART NO. 1]

[THIS IS THE ORIGINAL EXECUTED COUNTERPART NO. 1

IF BEARING ORIGINAL SIGNATURES)]

TABLE OF CONTENTS

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SCHEDULES AND ATTACHMENTS

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AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE

AND SERVICING AGREEMENT

This Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (the " Base Lease " and as supplemented by the Lease Annexes, this " Agreement " or " Lease "), dated as of February 14, 2007, is by and among RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation (the " Lessor " or " RCFC "), DTG OPERATIONS, INC., an Oklahoma corporation (" DTG Operations "), as lessee and servicer, and those Subsidiaries of DTAG (as defined below) from time to time becoming Lessees hereunder pursuant to Section 28 hereof (each, an " Additional Lessee "), as lessee and servicer (DTG Operations and the Additional Lessees, in their respective capacities as lessees, each a " Lessee " and, collectively, the " Lessees ", and, in their respective capacities as servicers, each a " Servicer " and, collectively, the " Servicers "), and DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (" DTAG "), as Master Servicer (in such capacity, the " Master Servicer ") and as Guarantor (in such capacity, the " Guarantor "). This Base Lease amends and restates the Master Motor Vehicle Lease and Servicing Agreement, dated as of March 4, 1998, among RCFC, Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc. and DTAG, as amended by (i) Amendment to Master Motor Vehicle Lease and Servicing Agreement, dated as of November 19, 1998, (ii) Amendment No. 2 to Master Motor Vehicle Lease and Servicing Agreement, dated as of November 9, 2000, (iii) Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement, dated as of December 14, 2000, (iv) Amendment No. 4 to Master Motor Vehicle Lease and Servicing Agreement, dated as of December 31, 2001, (v) Amendment No. 5 to Master Motor Vehicle Lease and Servicing Agreement, dated as of January 31, 2002, (vi) Amendment No. 6 to Master Motor Vehicle Lease and Servicing Agreement, dated as of December 12, 2002, (vii) Amendment No. 7 to Master Motor Vehicle Lease and Servicing Agreement, dated as of February 24, 2003, (viii) Amendment No. 8 to Master Motor Vehicle Lease and Servicing Agreement, dated as of March 24, 2004, (ix) Amendment No. 9 to Master Motor Vehicle Lease and Servicing Agreement, dated as of December 6, 2004, and (x) Amendment No. 10 to Master Motor Vehicle Lease and Servicing Agreement, dated as of March 22, 2005.

W I T N E S S E T H :

WHEREAS, the Lessor (such capitalized term, together with all other capitalized terms used herein, shall have the meaning assigned thereto in Section 1 ) intends to purchase, finance and refinance the purchase of, Eligible Vehicles from one or more Manufacturers with the proceeds obtained from the issuance by the Lessor of its Rental Car Asset Backed Variable Funding Notes, Series 1998-1, pursuant to the Base Indenture and the Series 1998-1 Supplement thereto referred to below and any additional Series of Notes identified in the related Series Supplement as a Group II Series of Notes; and

WHEREAS, the Lessor desires to lease to the Lessees, and the Lessees desire to lease from the Lessor, Eligible Vehicles for use in the Lessees’ respective businesses, including subleasing Vehicles to Eligible Franchisees;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

SECTION 1. CERTAIN DEFINITIONS.

Section 1.1.        Certain Definitions. As used in this Lease and unless otherwise defined herein or the context requires a different meaning, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in (a) the Series 1998-1 Supplement, dated as of March 4, 1998, between RCFC, as issuer, and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), a New York banking corporation, as trustee (in such capacity, the " Trustee ") (as such Series 1998-1 Supplement may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the " Series 1998-1 Supplement "), to the Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and the Trustee (as may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the " Base Indenture ") and any additional Series Supplement to the Base Indenture relating to a Series of Notes identified in such Series Supplement as a Group II Series of Notes (any such Series Supplement, along with the Series 1998-1 Supplement, a " Group II Series Supplement ") and (b) the Definitions List attached as Schedule 1 to the Base Indenture as in effect as of the date hereof (as such Definitions List may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the " Definitions List "), provided , that any capitalized term used but not defined herein and defined in a Group II Series Supplement and the Definitions List shall have the meaning set forth in the Group II Series Supplement.

Section 1.2.        Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Lease, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Lease, in accordance with GAAP. When used herein, the term "financial statement" shall include the notes and schedules thereto.

Section 1.3.        Cross References; Headings. The words "hereof", "herein" and "hereunder" and words of a similar import when used in this Lease shall refer to this Lease as a whole and not to any particular provision of this Lease. Annex, Section, Schedule and Exhibit references contained in this Lease are references to Annexes, Sections, Schedules and Exhibits in or to this Lease unless otherwise specified. Any reference in any Section or definition to any clause is, unless otherwise specified, to such clause of such Section or definition. The various headings in this Lease are inserted for convenience only and shall not affect the meaning or interpretation of this Lease or any provision hereof.

Section 1.4.        Interpretation. In this Lease, unless the context otherwise requires:

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• • (b)          reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Lease, and reference to any Person in a particular capacity refers only to such Person in such capacity;

• • (d)          reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

    (e)          "including" (and, with correlative meaning, "include") means including without limiting the generality of any description preceding such term;

• • (h)          with respect to the determination of any period of time, "from" means "from and including" and "to" and "through" mean "to but excluding."

SECTION 2. GENERAL AGREEMENT. (a) As specified in the Lease Annexes, the Lessees and the Lessor intend that this Lease be (i) an operating lease with respect to the Acquired Vehicles and (ii) a financing arrangement with respect to the Financed Vehicles.

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

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Section 2.1.        Leasing of Vehicles. Subject to the terms and conditions hereof, the Lessor agrees to lease to each Lessee and each Lessee agrees to lease from the Lessor each additional Acquired Vehicle or Financed Vehicle identified in Vehicle order summaries (each, a " Vehicle Order ") produced from time to time by such Lessee, listing Eligible Vehicles ordered by the Lessee for itself or as agent for the Lessor, pursuant to the terms of any applicable Eligible Vehicle Disposition Programs or otherwise. The Lessor shall, subject to Section 4 and to compliance with the terms of the Indenture, make available to the Lessees under this Lease financing for Financed Vehicles in an aggregate amount, and Acquired Vehicles for lease to the Lessees hereunder in an aggregate Net Book Value, which collectively shall not exceed the Maximum Lease Commitment. The applicable Lessee shall make available to the Lessor (a) in the case of (i) the refinancing of any other Eligible Vehicle pursuant to Section 2.3 of the Master Collateral Agency Agreement (collectively (including, without limitation, any Vehicles previously subject to any other Master Lease and refinanced pursuant to such Master Lease), the " Refinanced Vehicles "), and/or (ii) the refinancing of Eligible Receivables, a schedule as set forth in Attachment A-1 hereto containing information concerning the Refinanced Vehicles and the Eligible Receivables of a scope agreed upon by the Lessor and such Lessee (a " Refinancing Schedule "), and (b) in the case of all other Vehicles, a schedule containing the information with respect to the Vehicles included within the Vehicle Order for such Vehicle as is set forth in Attachment A-2 hereto, or in such form as is otherwise requested by the Lessor (each, a " Vehicle Acquisition Schedule "). In addition, each Lessee shall provide such other information regarding such Vehicles as the Lessor may reasonably require from time to time. The Lessor shall lease to the Lessees, and the Lessees shall lease from the Lessor, only Vehicles that are Eligible Vehicles. This Lease, together with the Vehicle Disposition Programs and other incentive programs relating to the Vehicles and any other related documents attached to this Lease or submitted with a Vehicle Order or Refinancing Schedule (collectively, the " Supplemental Documents "), will constitute the entire agreement regarding the leasing of Vehicles by the Lessor to the Lessees.

Section 2.2.        Right of Lessees to Act as Lessor’s Agent. The Lessor agrees that each Lessee may act as the Lessor’s agent in placing Vehicle Orders on behalf of the Lessor, as well as filing claims on behalf of the Lessor for damage in transit, and other delivery related claims with respect to the Vehicles leased hereunder; provided , however , that the Lessor may hold the applicable Lessee liable for such Lessee’s actions in performing as the Lessor’s agent hereunder. In addition, the Lessor agrees that each Lessee may make arrangements for delivery of Vehicles to a location selected by such Lessee at such Lessee’s expense. Each Lessee or any related Sublessee, as applicable, may accept or reject Eligible Vehicles upon delivery in accordance with such Lessee’s customary business practices, and any Eligible Vehicle, if rejected, will be deemed a Casualty hereunder. The applicable Lessee, acting as agent for the Lessor, shall be responsible for pursuing any rights of the Lessor with respect to the return of any Eligible Vehicle to the Manufacturer thereof, or the applicable auction or dealer, as applicable, pursuant to the preceding sentence. Each Lessee agrees that all vehicles ordered as provided herein shall be Eligible Vehicles and shall be ordered utilizing the procedures consistent with the applicable Vehicle Disposition Program or any guidelines of the Manufacturer, auction or dealer, as applicable, for the ordering or purchasing of Non-Program Vehicles, in each case as and to the extent applicable.

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Section 2.3.         Payment of Purchase Price by Lessor. Upon receipt of the Manufacturer’s invoice and certificate of origin in respect of any new Vehicle, or such other customary documentation in respect of any used Vehicle, the Lessor or its agent shall pay or cause to be paid to the auction, the dealer or the related Manufacturer, as applicable, the costs and expenses incurred in connection with the acquisition of such Vehicle under the applicable Vehicle Disposition Program (in the case of a Program Vehicle) or otherwise (in the case of a Non-Program Vehicle) as established by the invoice of the auction, the dealer or the Manufacturer, as the case may be (the " Initial Acquisition Cost "), for such Vehicle and the applicable Lessee shall pay all applicable costs and expenses of freight, packing, handling, storage, shipment and delivery of such Vehicle to the extent that the same have not been included within the Initial Acquisition Cost, provided that solely in the case of any Refinanced Vehicle, and any Eligible Receivable, the Lessor shall pay to the Master Collateral Agent (x) the aggregate Net Book Value as of the Vehicle Lease Commencement Date of the Refinanced Vehicles, and (y) the face amount of the Eligible Receivables being refinanced on the Vehicle Lease Commencement Date.

Section 2.4.        Non-liability of Lessor. The Lessor shall not be liable to a Lessee for any failure or delay in obtaining Vehicles or making delivery thereof. AS BETWEEN THE LESSOR AND THE LESSEES, ACCEPTANCE FOR LEASE OF THE VEHICLES SHALL CONSTITUTE THE APPLICABLE LESSEE’S ACKNOWLEDGMENT AND AGREEMENT THAT THE APPLICABLE LESSEE HAS FULLY INSPECTED SUCH VEHICLES, THAT THE VEHICLES ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY SUCH LESSEE, THAT SUCH LESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR ITS USE AND THAT THE LESSOR IS NOT A MANUFACTURER, AN AGENT OF THE MANUFACTURER OR OTHERWISE ENGAGED IN THE SALE OR DISTRIBUTION OF VEHICLES, AND HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY, CONDITION, QUALITY, CAPABILITY, WORKMANSHIP, DURABILITY OR SUITABILITY OF SUCH VEHICLES IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES OR USES OF SUCH LESSEE, OR ANY WARRANTY THAT THE LEASED VEHICLES WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, AND AS BETWEEN THE LESSOR AND SUCH LESSEE, SUCH LESSEE AGREES TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND EXPENSE. EACH LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE LESSOR AND ANY LEASED VEHICLE FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER AND, AS TO THE LESSOR, AND EACH LESSEE LEASES THE LEASED VEHICLES "AS IS." The Lessor shall not be liable for any failure or delay in delivering any Vehicle ordered for lease pursuant to this Lease, or for any failure to perform any provision hereof, resulting from fire or other casualty, natural disaster, riot, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond the Lessor’s direct control. IN NO EVENT SHALL THE LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED, WHETHER RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY VEHICLE, OR OTHERWISE, AND THERE SHALL BE NO ABATEMENT OF RENT BECAUSE OF THE SAME.

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SECTION 3. TERM.

Section 3.1.        Vehicle Lease Commencement Date. The " Vehicle Lease Commencement Date " shall mean, for each Vehicle, the earlier of (a) the date referenced in the Vehicle Acquisition Schedule or Refinancing Schedule with respect to such Vehicle, and (b) the date that funds are expended by the Lessor to acquire or finance the acquisition of such Vehicle (with respect to such Vehicle, the " Vehicle Funding Date "). A vehicle shall be deemed hereunder to be a Vehicle leased under this Lease on each day during the period (the " Vehicle Term ") from and including the Vehicle Lease Commencement Date to but excluding the Vehicle Lease Expiration Date.

Section 3.2.        Lease Commencement Date; Lease Expiration Date. The " Lease Commencement Date " shall mean the Closing Date for the Series 1998-1 Notes as the first Group II Series of Notes issued under the Indenture. The " Lease Expiration Date " shall mean the later of (i) the date of the payment in full of all Series of Notes included in the Group II Series of Notes and all outstanding Carrying Charges related thereto, and (ii) the Vehicle Lease Expiration Date for the last Vehicle subject to lease by a Lessee hereunder. The " Term " of this Lease shall mean the period commencing on the Lease Commencement Date and ending on the Lease Expiration Date.

SECTION 4. CONDITIONS PRECEDENT.

Section 4.1.        Conditions to Each Lease of Vehicles. The agreement of the Lessor to make available (a) any Acquired Vehicle for lease to the applicable Lessee, and (b) financing for the acquisition of or refinancing of any other Financed Vehicle for lease to such Lessee upon such Lessee’s placement of a Vehicle Order, for itself or as agent of the Lessor, or its delivery of a Refinancing Schedule, as applicable, is subject to the terms and conditions of the Indenture and subject to the satisfaction of the following conditions precedent as of the Vehicle Lease Commencement Date for such Vehicle:

Section 4.1.1   No Default . No Lease Event of Default or Amortization Event shall have occurred and be continuing on such date or would result from the leasing of such Vehicle or Vehicles.

Section 4.1.2   Limitations of the Acquisition of Certain Vehicles . After giving effect to the inclusion of such Vehicle under this Lease, there shall not be a failure or violation of any of the conditions, requirements, or restrictions specified in any related Series Supplement with respect to the leasing of Eligible Vehicles under this Lease.

Section 4.1.3   Vehicle Order . The applicable Lessee shall have complied with the applicable provisions of Section 2.1 of this Lease.

Section 4.1.4   Funding . The aggregate amount of funds to be expended by the Lessor on any one date to acquire or finance the acquisition of any Vehicles shall not exceed the sum of (a) the aggregate Net Book Value of all such Vehicles plus (b) the aggregate face amount of any related Eligible Receivables being refinanced on such date.

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Section 4.1.5   Maximum Non-Program Percentage . The leasing of such Vehicles will not cause the aggregate Net Book Value of Non-Program Vehicles then being leased under this Lease to exceed the Maximum Non-Program Percentage and will not cause any of the Lease commitments expressed in Section 3 of each of Annex A and B to be exceeded.

Section 4.1.6   Eligible Vehicle . Each Vehicle to be leased hereunder on such date shall be an Eligible Vehicle.

Section 4.2.        Additional Conditions to Leases of Refinanced Vehicles. In addition to the conditions set forth in Section 4.1 above, in connection with the leasing of Refinanced Vehicles and related Eligible Receivables, to evidence the refinancing of such Refinanced Vehicles and related Eligible Receivables on the applicable Vehicle Lease Commencement Date and the conveyance on such date of a security interest in such Refinanced Vehicles and related Eligible Receivables to the Master Collateral Agent, the applicable Lessees shall have made available to the Lessor on or prior to the applicable Vehicle Lease Commencement Date the following:

• • (a)          a Refinancing Schedule concerning such Refinanced Vehicles and related Eligible Receivables being refinanced on such Vehicle Lease Commencement Date;

    (b)          if not previously liened to the Master Collateral Agent, a report of the results of a search of the appropriate records of the principal place in which each Lessee of such Refinanced Vehicles does business and the county and state in which each Lessee’s principal office is located, which shall show no liens or other security interests (other than Permitted Liens) with respect to such Vehicles and the related Vehicle Disposition Programs (to the extent not already liened and assigned to the Master Collateral Agent) or, in the event that such search reveals any such non-permitted Lien or security interest, there shall be delivered to the Trustee a termination of such Lien or security interest together with appropriate UCC termination statements or UCC partial releases thereof;

    (c)          if not previously liened to the Master Collateral Agent, confirmation from each lender or its agent holding a security interest in any Refinanced Vehicle and Eligible Receivable stating unconditionally (A) that, if any sums are to be paid to such lender in connection with the lease of such Refinanced Vehicle and the refinancing of the related Eligible Receivables, such lender has been paid the full amount due to it in connection with such refinancing and (B) that any lien or security interest of such lender or its agent in such Refinanced Vehicle and related Eligible Receivable has been released;

    (d)          to the extent not already granted and assigned to the Master Collateral Agent, a fully executed assignment agreement granting and assigning to the Master Collateral Agent (to the extent not already granted and assigned) a first priority security interest in each such Refinanced Vehicle and any Eligible Receivables, the related Vehicle Disposition Programs, if any, and any other Master Lease Collateral relating to such Refinanced Vehicles and Eligible Receivables;

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• • (e)          if the lien of the Master Collateral Agent has not been perfected, delivery to the Lessor for filing in the appropriate filing office fully executed UCC-1 Financing Statements necessary to perfect (if not already perfected) the interests of the Master Collateral Agent in the Eligible Receivables; and

    (f)           at the time a Refinancing Schedule is made available, the applicable Lessee will be deemed to have represented that all the conditions precedent under this Lease to the leasing of such Refinanced Vehicles and financing of the Eligible Receivables under this Lease have been satisfied, including a representation that each such receivable is an Eligible Receivable.

SECTION 5. RENT AND CHARGES. Each Lessee will pay Rent and certain other charges on a monthly basis as set forth in this Section 5 :

Section 5.1.        Payment of Rent. On each Due Date, each Lessee shall pay to the Lessor the aggregate of all Rent that has accrued during the Related Month with respect to the Vehicles leased by such Lessee, as provided in the related Lease Annexes.

Section 5.2.        Payment of Availability Payment. On each Due Date, each Lessee shall pay to the Lessor its allocable share of the Availability Payment in respect of the unutilized portion of the Maximum Lease Commitment. " Availability Payment " with respect to each Due Date shall equal the excess, if any, of (I) the sum of (without double counting) (a) the aggregate interest due on all Outstanding Notes included in the Group II Series of Notes as of the Payment Date next succeeding such Due Date, plus (b) all other amounts payable by RCFC during the Related Month under the Group II Series Supplements and the other Related Documents with respect to a Group II Series of Notes (other than principal on a Group II Series of Notes), over (II) the sum of (a) any Monthly Variable Rent due on such Due Date, plus (b) any Monthly Finance Rent due on such Due Date, plus (c) any earnings on Permitted Investments allocated to any Group II Series of Notes (less any portion thereof allocated to the Retained Interestholder) accruing through the Determination Date occurring prior to such Due Date and not included in the calculation of Availability Payments with respect to any prior Due Date.

Section 5.3.        Payment of Monthly Supplemental Payments. On each Due Date, each Lessee shall pay to the Lessor the Monthly Supplemental Payments that have accrued during the Related Month with respect to the Financed Vehicles leased hereunder by such Lessee, as provided in Sections 6 and 7 of Annex B.

Section 5.4.        Payment of Termination Payments, Casualty Payments, and Late Return Payments. On each Due Date, each Lessee shall pay to the Lessor all Termination Payments, Casualty Payments and Late Return Payments that have accrued with respect to the Acquired Vehicles leased hereunder by such Lessee, as provided in Sections 7 , 12.3 and 13 , respectively.

Section 5.5.        Late Payment. In the event a Lessee fails to remit payment of any amount due under this Lease on or before the Due Date, the amount not paid will be considered delinquent and such Lessee will pay a late charge equal to the product of (a) the VFR plus 1%, times (b) the delinquent amount for the period from the Due Date to the date on which such delinquent amount is received by the Trustee, times (c) the actual number of days elapsed during such period divided by 360.

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Section 5.6.        Allocation of Rent and Charges. Rent and other charges paid in respect of any Vehicles and any Due Date shall first be allocated to the payment of Monthly Variable Rent or Monthly Finance Rent, due for such Vehicles, as applicable, then to the Availability Payment due for such Vehicles and then to the payment of the remaining Rent obligations and other charges due for such Vehicles.

SECTION 6. INSURANCE.

Section 6.1.        Fleet Insurance. Each Lessee shall at all times maintain or cause to be maintained, with financially sound and reputable insurers, (a) personal injury and damage insurance with respect to the Vehicles leased by such Lessee hereunder, and (b) insurance with respect to properties and business against loss or damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar businesses and similarly situated, of such types and in such amounts as are customarily carried under similar circumstances by such other corporations. Each Lessee may, in lieu of maintaining such insurance with insurers, self-insure.

Section 6.2.        Information. Each Lessee shall, from time to time upon the Lessor’s or the Trustee’s reasonable request, deliver to the Lessor and the Trustee copies of certificates describing all insurance required by Section 6.1 which is then in effect.

SECTION 7. CASUALTY OBLIGATION. If a Vehicle becomes a Casualty, then the applicable Lessee shall (a) promptly notify the Lessor of such occurrence, and (b) in the case of an Acquired Vehicle, on the Due Date next succeeding the last day of the Related Month in which the Lessee obtains actual knowledge that such Vehicle has become a Casualty, pay to the Lessor an amount (a " Casualty Payment ") equal to the Net Book Value of such Vehicle, calculated as of the earlier of the last day of such Related Month and the date such vehicle is disposed of or becomes a Casualty, as applicable. Upon payment by the applicable Lessee to the Lessor in accordance herewith of the Casualty Payment for any Acquired Vehicle that has become a Casualty, (i) the Lessor shall cause title to such Vehicle to be transferred to such Lessee to facilitate liquidation of such Vehicle by such Lessee, (ii) such Lessee shall be entitled to any physical damage insurance proceeds applicable to such Acquired Vehicle (if at such time such Lessee carries such insurance coverage), and (iii) the Lien of the Master Collateral Agent on such Vehicle shall be released thereby.

SECTION 8. VEHICLE USE. So long as no Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group II Series Supplement) has occurred, the Lessees may use Vehicles leased hereunder in the regular course of their respective businesses, including subleasing such Vehicles to Eligible Franchisees pursuant to Lessee Agreements, including Subleases, used in the ordinary course of Lessees’ businesses. Notwithstanding any such Lessee Agreement, the applicable Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents (including any obligation hereunder or thereunder that it may cause any Franchisee to perform or fulfill). Each Lessee shall cause all payments under the Lessee Agreements, to the extent such payments relate

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to vehicles comprising the Master Collateral, to be deposited directly into the Master Collateral Account, and upon the occurrence and during the continuance of a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default (or any similar event under any Group II Series Supplement), the Master Servicer shall promptly specify to the Master Collateral Agent the allocation of such payments among Financing Sources. Vehicle use shall be confined primarily to the United States, with limited use outside the United States; provided , however , that the principal place of business or rental office of the Eligible Franchisee with respect to any Vehicles used outside the United States shall be located in the United States. Each Lessee shall promptly and duly execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Master Collateral Agent, the Master Servicer or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Lessor’s title to and interest in the Acquired Vehicles and the related Certificates of Title as against such Lessee or any third party in any applicable jurisdiction and to establish, perfect and maintain the Master Collateral Agent’s Lien on the Vehicles and the related Certificates of Title as a perfected lien in any applicable jurisdiction. Each Lessee may, at such Lessee’s sole expense, change the place of principal location of any Vehicles. After any such change of location, the applicable Lessee shall take all actions necessary (i) to maintain the Lien of the Master Collateral Agent on such Vehicles and the Certificates of Title with respect to such Vehicles, and (ii) to meet or obtain all material legal requirements applicable to such Vehicles. Following a Lease Event of Default or Manufacturer Event of Default, and upon the Lessor’s request, each Lessee shall advise the Lessor in writing where all Vehicles leased by such Lessee hereunder as of such date are principally located. The Lessees shall not knowingly use any Vehicles, or knowingly permit the same to be used, for any unlawful purpose. The Lessees shall and shall require the related Franchisees to use reasonable precautions to prevent loss or damage to Vehicles. The Lessees shall or shall cause the related Franchisees to comply with all applicable statutes, decrees, ordinances and regulations regarding acquiring, titling, registering, leasing, insuring and disposing of Vehicles and shall or shall require such related Franchisees to take reasonable steps to ensure that operators are licensed. The Lessees shall or shall cause the related Franchisees to perform, at its or their own expense, such vehicle preparation and conditioning services with respect to Vehicles as are customary. The Lessor, the Master Collateral Agent or the Trustee or any authorized representative of the Lessor, the Master Collateral Agent or the Trustee may during reasonable business hours from time to time, without disruption of the applicable Lessee’s or the related Franchisee’s business, subject to applicable law, inspect Vehicles and registration certificates, Certificates of Title and related documents covering Vehicles wherever the same be located.

SECTION 9. REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided , however , that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided further that, if a Liquidation Event of

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Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a " Power of Attorney "), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3 .

SECTION 10. MAINTENANCE AND REPAIRS. Each Lessee shall or shall cause the related Franchisees, as applicable, to pay for all maintenance and repairs to keep the Vehicles leased by such Lessee hereunder in good working order and condition, and shall or shall cause such Franchisees to maintain such Vehicles as required in order to keep the Manufacturer’s warranty in force. Each Lessee shall or shall cause the related Franchisees to return each Vehicle to an authorized Manufacturer facility or the applicable Manufacturer’s authorized warranty station for warranty work. Each Lessee shall or shall cause the related Franchisees to comply with any Manufacturer’s recall of any Vehicle. Each Lessee shall or shall cause the related Franchisees to pay, or cause to be paid, all usual and routine expenses incurred in the use and operation of Vehicles including, but not limited to, fuel, lubricants, and coolants. The Lessor, upon thirty (30) days’ prior written notice to the applicable Lessee, may pay any such expenses that have not otherwise been paid by, or on behalf of, such Lessee (including any failure by a related Franchisee to pay any such expenses), and any expenses incurred by the Lessor on such Lessee’s behalf for maintenance, repair, operation or use of Vehicles by such Lessee will be promptly reimbursed (in any event no later than the next monthly Due Date following such payment) by such Lessee to the Lessor in the amount paid by the Lessor. Each Lessee shall not make any material alterations to any Vehicles without the prior consent of the Lessor. Any improvements or additions to any Acquired Vehicle shall become and remain the property of the Lessor, except that any addition or improvement to such a Vehicle made by a Lessee shall remain the property of such Lessee if it can be disconnected or removed from the Vehicle without impairing the functioning of or resale value thereof, other than any functions or value provided by such addition or improvement.

SECTION 11. VEHICLE WARRANTIES. If a Vehicle is covered by a Manufacturer’s warranty, the applicable Lessee and each related Franchisee, during the Vehicle Term, shall have the right to make any claims under such warranty which the Lessor could make. As provided in Section 2.4 , the Lessor makes no warranty or representation whatsoever, express or implied, with respect to any Vehicle.

SECTION 12. VEHICLE USAGE REQUIREMENTS AND DISPOSITION.

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Section 12.1.      Usage. As used herein, the term " vehicle turn-in condition " with respect to each Program Vehicle leased hereunder by a Lessee means a set of criteria for evaluating Program Vehicles upon their delivery at the end of the applicable Vehicle Terms, which criteria will be determined in accordance with the related Vehicle Disposition Program. Each Program Vehicle leased hereunder by a Lessee not meeting the applicable Vehicle Disposition Program’s vehicle turn-in condition requirements will, unless redesignated as a Non-Program Vehicle in accordance with Section 14 , be purchased by such Lessee in accordance with the Casualty procedure set forth in Section 7 or otherwise disposed of in accordance with the late delivery procedure set forth in Section 13 , as applicable.

Section 12.2.      Disposition Procedure. Prior to the end of the Vehicle Term, each Lessee will or will cause the related Franchisee to deliver each Program Vehicle leased hereunder by such Lessee (other than a Casualty) to the nearest related Manufacturer official auction or other facility designated by such Manufacturer at such Lessee’s sole expense and in accordance with the terms of the applicable Vehicle Disposition Program. Any transportation allowance (for delivery costs) and any rebates or credits applicable to the unexpired term of any license plates for a Vehicle shall inure to the benefit of and, upon receipt thereof by the Lessor, the Trustee or the Master Collateral Agent, shall promptly be paid over to the applicable Lessee. Each Lessee will comply with the requirements of law and the requirements of the Vehicle Disposition Programs in connection with, among other things, the delivery of Certificates of Title, documents of transfer signed as necessary, signed Condition Reports, and signed odometer statements for the Program Vehicles.

Section 12.3.      Termination Payments. On the Due Date next succeeding the earlier of (a) the last day of the Related Month in which the Repurchase Payment or the Guaranteed Payment, as the case may be, from a Manufacturer pursuant to its Vehicle Disposition Program with respect to any Acquired Vehicle that is a Program Vehicle, is received by the Lessor, the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account), and (b) the thirtieth (30th) day after the expiration of the Maximum Term for such Vehicle, the Lessee that leases such Vehicle hereunder shall pay to the Lessor in respect of such Vehicle any Excess Damage Charges, Excess Mileage Charges, early turnback surcharges and any other similar charges and penalties (collectively, a " Program Vehicle Termination Payment ") as determined by the Manufacturer or its agent in accordance with the applicable Vehicle Disposition Program; and on the Due Date next succeeding the earlier of (i) the last day of the Related Month in which Disposition Proceeds from the sale or other disposition of an Acquired Vehicle that is a Non-Program Vehicle, but is not a Casualty, are received by the Lessor, the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account), and (ii) the thirtieth (30th) day after the expiration of the Maximum Vehicle Lease Term for such Vehicle, the applicable Lessee shall pay to the Lessor in respect of such Vehicle an amount (a " Non-Program Vehicle Termination Payment ") equal to the quotient of (x) the sum of all Program Vehicle Termination Payments for the Related Month in respect of Vehicles leased by such Lessee, divided by (y) the number of Acquired Vehicles leased by such Lessee in respect of which such Program Vehicle Termination Payments are payable (Program Vehicle Termination Payments and Non-Program Vehicle Termination Payments being, collectively, " Termination Payments "). The provisions of this Section 12.3 will survive the expiration or earlier termination of the Term.

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SECTION 13. LATE RETURN PAYMENTS. If an Acquired Vehicle which is a Program Vehicle is not returned to the Manufacturer or accepted by the Manufacturer in accordance with the related Vehicle Disposition Program prior to the expiration of the Maximum Term for such Vehicle in accordance with Section 12.2 , the Lessee of such Vehicle hereunder shall, unless such Vehicle has been redesignated as a Non-Program Vehicle in accordance with Section 14 , (a) promptly notify the Lessor of its failure to return such Vehicle to the Manufacturer or to sell such Vehicle in accordance with the applicable Auction Procedures during the Vehicle Term, (b) use commercially reasonable efforts to sell or otherwise dispose of such Vehicle in a manner reasonably likely to maximize proceeds from such disposition and consistent with industry practice, (c) cause the Disposition Proceeds, if any, from any such sale or disposition to be paid to the Master Collateral Agent, in accordance with paragraph 10(d) of Annex A, and (d) on the Due Date next succeeding the earlier of (i) the last day of the Related Month in which such Disposition Proceeds are received by the Lessor, the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account), and (ii) the thirtieth (30th) day after the expiration of the Maximum Term for such Vehicle, pay to the Lessor an amount (a " Late Return Payment ") equal to the excess of (x) the Net Book Value of such Vehicle, calculated as of the first day of the calendar month in which such Maximum Term expired reduced by the Depreciation Charges accrued with respect to such Vehicle through the date such Maximum Term expired, over (y) the dollar amount of such Disposition Proceeds (which Late Return Payment amount may be equal to, but not less than, zero dollars). The foregoing shall not affect the applicable Lessee’s obligation to pay on the related Due Date all Monthly Base Rent accrued with respect to each such Vehicle through the date on which the Maximum Term for such Vehicle expires.

SECTION 14. REDESIGNATION OF VEHICLES. (a) Upon a Program Vehicle’s becoming ineligible for repurchase by its Manufacturer or for sale in accordance with applicable Auction Procedures, due to physical damage, repair charges or accrued mileage, in each case in excess of that permitted under the related Vehicle Disposition Program, or due to any failure or inability to return such Vehicle to the Manufacturer or the designated auction site prior to the expiration of the Maximum Term, or due to any other event or circumstance, the applicable Servicer may designate such Vehicle as a Non-Program Vehicle if such Vehicle, as a Non-Program Vehicle, will be an Eligible Vehicle and if either (a) such designation meets the conditions of Section 4.2 or (b) the Noteholders holding the requisite Invested Amount of each applicable Series of Notes included in the Group II Series of Notes waive, in each case as and to the extent permitted under the related Series Supplement, the requirements of Section 4.2 as applied to this Section 14 and all such other conditions, requirements or restrictions with respect to which a failure or violation has occurred; provided , in each case, that (x) any additional Monthly Base Rent due with respect to each such Vehicle, relating to the decrease, if any, of the Net Book Value of such Vehicle under the newly applicable Depreciation Schedule, shall be paid by the applicable Lessee on the next succeeding Due Date, and (y) the minimum level of Enhancement required under the applicable Supplement, after giving effect to such designation, shall be satisfied on the date of designation.

(b)          The applicable Servicer may designate a Non-Program Vehicle as a Program Vehicle; provided , however , that (i) upon such redesignation and through and including the applicable Vehicle Lease Expiration Date, such Vehicle shall be an Eligible Vehicle, (ii) such Vehicle qualifies as an Eligible Vehicle under the applicable Eligible Vehicle Disposition

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Program, (iii) the Capitalized Cost, Net Book Value and Depreciation Charges with respect to such Vehicle shall be recalculated as of the date of such redesignation as if such Vehicle was a Program Vehicle at the time of the initial related Vehicle Lease Commencement Date, and (iv) the related Manufacturer has acknowledged such designation. Upon any redesignation of a Vehicle pursuant to this Section 14(b) , (x) the Lessor shall advance to the applicable Manufacturer the difference (if any) between the original Capitalized Cost of such Vehicle and the Capitalized Cost of such Vehicle upon redesignation, which amount shall be deemed to be part of the Initial Acquisition Cost of such Vehicle and (y) the applicable Lessee shall be entitled to a credit against the Monthly Base Rent due on the next succeeding Due Date in an amount equal to the excess (if any) of the Net Book Value of such Vehicle upon such redesignation over the original Net Book Value of such Vehicle immediately prior to such redesignation.

SECTION 15. GENERAL INDEMNITY.

Section 15.1.      Indemnity of the Lessor. Each Lessee agrees to indemnify and hold harmless the Lessor and the Lessor’s directors, officers, agents and employees (collectively, together with the Persons subject to indemnity under Section 15.2 , the " Indemnified Persons ") against any and all claims, demands and liabilities of whatsoever nature, and all costs and expenses, relating to or in any way arising out of:

• • • • • Section 15.1.1  the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by such Lessee of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder by such Lessee, including, without limitation, any such Vehicle subleased to a Franchisee of such Lessee and any of the foregoing actions, events or circumstances occurring or arising in connection with such subleasing, any related Lessee Agreement, any related Franchisee or any customer of any such related Franchisee. The foregoing shall include, without limitation, any claim by any third party against the Lessee for personal injury, property or other damages arising out of any of the foregoing with respect to any such Vehicles;

          Section 15.1.2  all (i) federal, state, county, municipal, foreign or other fees and taxes of any nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state, local and foreign income taxes (including any taxes payable by the Lessor as a result of its being a member of any group of corporations, including such Lessee, that file any tax returns on a consolidated or combined basis), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle leased by such Lessee hereunder or the acquisition, purchase, sale, lease, sublease, rental, use, operation, control, ownership or disposition of any such Vehicle by any Person or measured in any way by the value thereof or by the business of, investment by, or ownership by the Lessor or such Lessee with respect thereto, and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which

           

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• • • • • may be payable by the Lessor or such Lessee in connection with this Lease or the other Related Documents or the related Lessee Agreements and any penalties or interest with respect thereto;

          Section 15.1.3  any violation by such Lessee of this Lease or of any Related Documents or Lessee Agreements to which such Lessee is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle Leased by such Lessee hereunder or any action or transaction by such Lessee with respect thereto or pursuant to this Lease;

          Section 15.1.4  such Lessee’s Pro Rata Share of all out-of-pocket costs of the Lessor (including the reasonable fees and out-of-pocket expenses of counsel for the Lessor) in connection with the execution, delivery and performance of this Lease and the other Related Documents, including, without limitation, overhead expenses and any and all fees of the Trustee, Paying Agent, Clearing Agencies, Qualified Intermediary and Master Collateral Agent, all fees payable in connection with any Enhancement, any and all fees of the Master Servicer or any Servicer under the Indenture, fees payable to the Rating Agencies in connection with their rating of the Commercial Paper Notes, fees and costs of the Qualified Intermediary and in connection with the Escrow Account, and any underwriting or placement agency fees incurred in connection with the sale of any Notes included in the Group II Series of Notes or Commercial Paper Notes, in each case to the extent allocable to this Lease; and

          Section 15.1.5  such Lessee’s Pro Rata Share of all out-of-pocket costs and expenses: (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor, the Master Collateral Agent, the Trustee, the Qualified Intermediary or the Holders of Notes included in the Group II Series of Notes in connection with the administration, enforcement, waiver or amendment of this Lease and any other Related Documents, and all indemnification obligations of the Lessor under the Related Documents.

Notwithstanding the foregoing, no Lessee shall have any duty to indemnify any Indemnified Person for any consequential or punitive damages or claims, demands, liabilities, costs, or expenses to the extent such claim, demand, liability, cost or expense arises out of or is due to such Indemnified Person’s gross negligence or willful misconduct.

Section 15.2.      Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the

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Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided , however , the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2 , to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Section 15.3.      Reimbursement Obligation by the Lessees. The applicable Lessee shall forthwith upon demand reimburse the Lessor or the Trustee, as the case may be, for any sum or sums expended with respect to any of the foregoing, or shall pay such amounts directly upon request from the Lessor or the Trustee; provided , however , that, if so requested by such Lessee, the Lessor or the Trustee shall submit to such Lessee a statement documenting any such demand for reimbursement or prepayment. To the extent that such Lessee in fact indemnifies the Lessor or the Trustee under the indemnity provisions of this Lease, such Lessee shall be subrogated to the rights of the Lessor or the Trustee, as the case may be, in the affected transactions and shall have a right to determine the settlement of claims therein. The foregoing indemnity as contained in this Section 15 shall survive the expiration or earlier termination of this Lease or any lease of any Vehicle hereunder; provided , however , that the factual or legal circumstances giving rise to the Lessor’s exposure to liability occur during the period that the Lease is in effect as to the Vehicle for which such exposure to liability arose.

Section 15.4.      Notice to Lessee of Claims. The Lessor or the Trustee, as the case may be, shall notify the applicable Lessee in writing (a " Notice of Claim ") of the pendency of any such claim, action or facts referred to in this Section 15 for which indemnity may be required.

Section 15.5.      Defense of Claims. Defense of any claim referred to in this Section 15 for which indemnity may be required shall, at the option and request of the applicable Lessee, be conducted by such Lessee. Following receipt of any Notice of Claim, such applicable Lessee will inform the Indemnified Person of its election to defend such claim. Such Indemnified Person may participate in any such defense at its own expense, provided such participation does not interfere with such Lessee’s defense. Each Lessee agrees that no Indemnified Person will be liable to such Lessee for any claim caused directly or indirectly by the inadequacy of any Vehicle for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of such Lessee, except to the extent that any of the foregoing is caused by the gross negligence or willful misconduct of such Indemnified Person. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified

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Person is not or is no longer a party to (or entitled to receive the benefits of) this Lease. This general indemnity shall not affect any claims of the type discussed above which a Lessee may have against the Manufacturer.

SECTION 16. ASSIGNMENT. No Lessee shall, except as provided in the Base Indenture, without prior written consent of the Lessor and the Trustee, assign this Lease or any of its rights hereunder to any other party; provided , however , a Lessee may sublease or rent Vehicles leased by it under the terms of such Lessee’s normal Sublease agreements to Eligible Franchisees, and such Lessee and such Eligible Franchisees may rent such Vehicles to consumers in the ordinary course of their daily rental business. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of a Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of this Lease.

SECTION 17. DEFAULT AND REMEDIES THEREFOR.

Section 17.1.      Lease Events of Default. Any one or more of the following will constitute an event of default (a " Lease Event of Default ") as that term is used herein:

• • Section 17.1.1  there occurs a default in the payment of (i) any Monthly Base Rent, Monthly Variable Rent, Monthly Finance Rent, Termination Payment, Casualty Payment, Late Return Payment, Monthly Supplemental Payment, Availability Payment or (ii) any other amount payable under this Lease, and, any such case, the continuance thereof for five (5) Business Days after notice thereof by the Lessor, the Master Collateral Agent or the Trustee to the applicable Lessee and the Guarantor;

    Section 17.1.2  any unauthorized assignment or transfer of this Lease by a Lessee or the Guarantor occurs;

    Section 17.1.3  the failure of a Lessee or the Guarantor to observe or perform any other covenant, condition, agreement or provision hereof, which failure has a Material Adverse Effect on the Lessor, and such default continues for more than sixty (60) days after the earlier to occur of (a) the date a Responsible Officer of such Lessee obtains knowledge of such default or (b) the date written notice thereof is delivered by the Lessor, the Master Collateral Agent or the Trustee to such Lessee; provided , however , that if such failure cannot reasonably be cured within such sixty (60) day period, no Lease Event of Default shall result therefrom so long as, within such sixty (60) day period, such Lessee (i) commences to cure same, (ii) delivers written notice to the Lessor, the Master Collateral Agent and the Trustee notifying the Lessor, the Master Collateral Agent and the Trustee of such default and setting forth the steps such Lessee intends to take in order to cure such default and (iii) thereafter diligently prosecutes such cure to completion and completely cures such default on or before the ninetieth (90th) day after the earlier of the dates set forth in clause (a) and clause (b) above;

    Section 17.1.4  if any representation or warranty made by a Lessee or the Guarantor proves untrue in any respect as of the date of the issuance or making thereof, which inaccuracy or falsehood has a Material Adverse Effect on the Lessor, and such inaccuracy or falsehood is not cured within sixty (60) days after notice thereof from the Lessor, the Master Collateral Agent or the Trustee to such Lessee; or

     

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• • Section 17.1.5  an Event of Bankruptcy occurs with respect to a Lessee or the Guarantor.

Section 17.2.      Effect of Lease Event of Default. If (i) a Lease Event of Default described in Section 17.1.1(i) , 17.1.2 or 17.1.5 of this Lease shall occur, then the Monthly Base Rent, the Monthly Supplemental Payment and Casualty Payments (in each case calculated, with respect to Financed Vehicles, as if all such Financed Vehicles had become a Casualty for the Related Month), the Monthly Variable Rent, the Availability Payment and the Monthly Finance Rent (in each case calculated as if the full amount of interest, principal and other charges under all Outstanding Series of Notes included in the Group II Series of Notes were then due and payable in full), Termination Payments and Late Return Payments shall, automatically, without further action by the Lessor or the Trustee, become immediately due and payable or (ii) any other Lease Event of Default or any other Liquidation Event of Default applicable to this Lease or any Series of Notes for which this Lease serves as Collateral shall occur, the Lessor or the Trustee may declare the Rent and all other charges and payments (calculated as described in clause (i) above) to be due and payable, whereupon such Rent and such other charges and payments (as so calculated) shall, subject to Section 17.5 , become immediately due and payable.

Section 17.3.      Rights of Lessor Upon Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default with respect to this Lease or any Series of Notes for which this Lease serves as Collateral shall occur, then the Lessor at its option may:

• • (i)           Proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessees of the applicable covenants and terms of this Lease or to recover damages for the breach hereof calculated in accordance with Section 17.5 ; or

    (ii)          By notice in writing to each Lessee, terminate this Lease in its entirety and/or the right of possession hereunder of the Lessees as to the Vehicles, and the Lessor may direct delivery by the Lessees of documents of title to the Vehicles, whereupon all rights and interests of the Lessees to the Vehicles will cease and terminate (but the Lessees will remain liable hereunder as herein provided, calculated in accordance with Section 17.5 ); and thereupon, the Lessor or its agents may, subject in each case to the rights of the Franchisees under the applicable Subleases, peaceably enter upon the premises of the Lessees or other premises where the Vehicles may be located and take possession of them and thenceforth hold, possess and enjoy the same free from any right of the Lessees, or their successors or assigns (other than the Franchisees), to employ the Vehicles for any purpose whatsoever consistent with the mitigation of losses and damages, and the Lessor will, nevertheless, have a right to recover from the Lessees any and all amounts which under the terms of Section 17.2 (as limited by Section 17.5 ) of this Lease may be then due. The Lessor will provide the applicable Lessee with written notice of the place and time of any sale of Financed Vehicles pursuant to this Section 17.3 at least five (5) days prior to the proposed sale, which shall be deemed commercially

     

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• • reasonable, and such Lessee or the Lessor may purchase the Vehicle(s) at the sale. Each and every power and remedy hereby specifically given to the Lessor will be in addition to every other power and remedy hereby specifically given or now or hereafter existing at law, in equity or in bankruptcy and each and every power and remedy may be exercised from time to time and simultaneously and as often and in such order as may be deemed expedient by the Lessor; provided , however , that the measure of damages recoverable against a Lessee will in any case be calculated in accordance with Section 17.5 . All such powers and remedies will be cumulative, and the exercise of one will not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Lessor in the exercise of any such power or remedy and no renewal or extension of any payments due hereunder will impair any such power or remedy or will be construed to be a waiver of any default or any acquiescence therein. Any extension of time for payment hereunder or other indulgence duly granted to a Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of such Lessee. The Lessor’s acceptance of any payment after it will have become due hereunder will not be deemed to alter or affect the Lessor’s rights hereunder with respect to any subsequent payments or defaults therein; or

    (iii)        By notice in writing to a Lessee, terminate the Power of Attorney of such Lessee.

Section 17.4.      Rights of Trustee Upon Liquidation Event of Default, Limited Liquidation Event of Default, Manufacturer Event of Default and Non-Performance of Certain Covenants .

• • (i)           If a Liquidation Event of Default or a Limited Liquidation Event of Default or, with respect to Program Vehicles, a Manufacturer Event of Default, shall have occurred and be continuing, the Lessor and the Trustee, to the extent provided in the Indenture, shall have the rights against the Guarantor, each Lessee, each Manufacturer in connection with any Manufacturer Event of Default and the Master Lease Collateral provided in the Indenture (including, without limitation, in connection with a Manufacturer Event of Default, the rights granted under Section 8.2 of the Indenture) upon a Liquidation Event of Default or Limited Liquidation Event of Default, including the right to take possession of all Group II Vehicles immediately from the Lessees.

    (ii)          With respect to Program Vehicles, if the Guarantor or any Lessee shall default in the due performance and observance of any of its obligations under Section 6.1 , 23.4 , 24.3 , 24.4 (f) , 24.7 or 25.4 hereof, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Guarantor or the applicable Lessee, as the case may be, by the Lessor, the Lessor or the Trustee, as assignee of the Lessor’s rights hereunder, shall have the ability to exercise all rights, remedies, powers, privileges and claims of the Guarantor or any Lessee against the Manufacturers under or in connection with the Eligible Vehicle Disposition Programs with respect to (i) Group II Vehicles that are Program Vehicles which the Guarantor or any Lessee has determined to turn back to the Manufacturers under such Eligible Vehicle Disposition Programs and (ii) whether or not the Guarantor or any Lessee shall then have determined to turn back such Group II Vehicles that are Program Vehicles, any such Program Vehicles for which the applicable Maximum Term will expire within one week or less.

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• • (iii)        Upon a default in the performance (after giving effect to any grace periods provided herein) by the Guarantor or any Lessee of its obligations hereunder to keep the Group II Vehicles free of Liens and to maintain the Trustee’s Lien perfected on the Master Lease Collateral, the Trustee shall have the right to take actions reasonably necessary to correct such default with respect to the subject Vehicles including executing and filing UCC financing statements with respect to Eligible Vehicle Disposition Program and other general intangibles and amending any Certificates of Title that fail to note the correct titleholder or lienholder in accordance with the Base Indenture, this Lease and the Master Collateral Agency Agreement.

    (iv)         Upon the occurrence of a Liquidation Event of Default or Limited Liquidation Event of Default, the Guarantor and each Lessee will return any Group II Vehicles that are Program Vehicles to the related Manufacturer in accordance with the instructions of the Lessor.

    (v)          Upon the occurrence of a Liquidation Event of Default or Limited Liquidation Event of Default, the Lessor shall have the right to dispose of (x) those Group II Vehicles that are Program Vehicles either not accepted by the related Manufacturer under the applicable Eligible Program pursuant to clause (iv) above or with respect to which a Manufacturer Event of Default has occurred, and (y) the Group II Vehicles that are Non-Program Vehicles and to direct the Guarantor or the applicable Lessee to dispose of such Vehicles in accordance with its instructions. In addition, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-à-vis the Guarantor or any Lessee, necessary or desirable to allow the Trustee to exercise the rights, remedies, powers, privileges and claims given to the Trustee pursuant to Section 8.1 and, with respect to Program Vehicles, Section 8.2 of the Base Indenture and the Guarantor and each Lessee acknowledges that it has hereby granted to the Lessor all of the rights, remedies, powers, privileges and claims granted to the Trustee pursuant to Article 8 of the Base Indenture and that, under certain circumstances set forth in the Base Indenture, the Trustee may act in lieu of the Lessor in the exercise of such rights, remedies, powers, privileges and claims.

Section 17.5.      Measure of Damages. If a Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default occurs and the Lessor, the Master Collateral Agent or the Trustee exercises the remedies granted to the Lessor, the Master Collateral Agent or the Trustee under this Section 17 or under Section 8.2 of the Base Indenture, the amount that the Lessor shall be permitted to recover shall be equal to:

• • (i)           all Rent and payments under this Lease (calculated as provided in Section 17.2 ); plus

    (ii)          any damages and expenses (other than punitive and consequential damages), which the Lessor, the Master Collateral Agent or the Trustee will have sustained by reason of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or incurred in the seizure, storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; >plus

     

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• • (iv)         interest from time to time on amounts due and unpaid under this Lease at the VFR plus 1%, computed from the date of the Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default or the date payments were originally due the Lessor under this Lease or from the date of each expenditure by the Lessor which is recoverable from a Lessee pursuant to this Section 17 , as applicable, to and including the date payments are made by the Lessee; minus

    (v)          an amount equal to all sums realized by the Lessor, the Master Collateral Agent and the Trustee from the liquidation of the Financed Vehicles leased hereunder (either by receipt of payment from the Manufacturers under Vehicle Disposition Programs, from sales of Vehicles to third parties, or otherwise), provided , however , that if a Financed Vehicle is delivered to the Manufacturer or the designated auction site for repurchase by the Manufacturer under the applicable Vehicle Disposition Program or for sale in accordance with the applicable Auction Procedures, respectively, and such Vehicle is accepted for repurchase or sale by such Manufacturer (as evidenced by a Condition Report indicating that such Vehicle conforms to the requirements for repurchase or sale under such Vehicle Disposition Program), the Lessor and the Trustee shall be deemed to have received thirty (30) days after the date of such acceptance or sale on account of this clause (v) an amount equal to the Net Book Value of such Vehicle, calculated as of its Disposition Date (less any Termination Payments payable in respect of such Vehicle).

Section 17.6.      Application of Proceeds. The proceeds of any sale or other disposition of any Financed Vehicles pursuant to Section 17.3 shall be applied in the following order: (i) to the reasonable costs and expenses incurred by the Lessor in connection with such sale or disposition, including any reasonable costs associated with repairing such Vehicles, and reasonable attorneys’ fees in connection with the enforcement of this Lease, (ii) to the payment of outstanding Rent owing from the applicable Lessee and payments under the Lease owing from such Lessee (such proceeds to be applied first, to outstanding Monthly Variable Rent and Monthly Finance Rent pro rata, second, to outstanding Availability Payments, third, to outstanding Base Rent and Monthly Supplemental Payments pro rata, fourth, to outstanding Termination Payments, Casualty Payments and Late Return Payments pro rata and fifth, to outstanding late charges pursuant to Sections 5.5 and 17.5(iv)) , (iii) to the payment of all other amounts due hereunder from such Lessee, (iv) to the payment of any amounts to the Lessor, or such Person(s) as may be lawfully entitled thereto, and (v) any remaining proceeds to such Lessee.

SECTION 18. MANUFACTURER EVENTS OF DEFAULT. Upon the occurrence of any of the following events (each, a " Manufacturer Event of Default ") with respect to a Manufacturer, the Lessees on behalf of the Lessor shall (a) no longer place Vehicle Orders for additional Program Vehicles from such Manufacturer (each, a " Defaulting Manufacturer "), (b) no longer turn back Program Vehicles for repurchase under any Vehicle Disposition Program that is a repurchase program of a Defaulting Manufacturer, and (c) cancel any Vehicle Order with such Defaulting Manufacturer to which a vehicle identification number (a " VIN ") has not been assigned as of the date such Manufacturer Event of Default occurs:

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Section 18.1.       The failure of such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or Incentive Payments due under, respectively, such Manufacturer’s Vehicle Disposition Programs and its incentive programs, in an aggregate amount in excess of $40,000,000 (net of amounts that are the subject of a good faith dispute, as evidenced in writing by either the applicable Lessee or the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any such Vehicle Disposition Programs or incentive programs), which failure, in the case of each such Guaranteed Payment, Repurchase Payment and/or Incentive Payment included in such amount in excess of $40,000,000 continues for more than ninety (90) days following the Disposition Date for the related Vehicle.

Section 18.2.       The occurrence and continuance for a period of thirty (30) days of an Event of Bankruptcy with respect to such Manufacturer, and the Confirmation Condition is not satisfied; provided , that for the purposes of clauses (a) through (c) of Section 18 , the Lessees and the Lessor agree to take (or refrain from taking) the actions specified in such clauses during the thirty (30) day period following such Event of Bankruptcy.

For purposes hereof, " Confirmation Condition " shall mean, with respect to a Manufacturer that is the subject of an Event of Bankruptcy that is a proceeding under Chapter 11 of the Bankruptcy Code to reorganize (the " Proceeding "), a condition that is satisfied upon entry and during the effectiveness of an order by the bankruptcy court having jurisdiction over the Proceeding approving (i) (A) assumption under Section 365 of the Bankruptcy Code by the Manufacturer, or trustee in bankruptcy on its behalf, of its Vehicle Disposition Program (and all related Assignment Agreements), (B) payment of all amounts due and payable by the Manufacturer to RCFC or its Affiliates under its Vehicle Disposition Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to RCFC or its Affiliates under the Vehicle Disposition Program to the date of effectiveness of such order, or (ii) (A) execution, delivery and performance by the Manufacturer of (x) a new post-petition Vehicle Disposition Program under which RCFC is an eligible fleet purchaser and having substantially the same terms and covering Vehicles with substantially the same characteristics as the Vehicle Disposition Program in effect on the date the Proceeding was commenced, and (y) new Assignment Agreements effecting the assignment of benefits of such new Vehicle Disposition Program from RCFC to the Master Collateral Agent and acknowledged by the Manufacturer, (B) payment of all amounts due and payable by such Manufacturer to RCFC or its Affiliates under the previous Vehicle Disposition Program at the time of the execution and delivery of the new post-petition Vehicle Disposition Program, and (C) all actions and payments necessary to cure all existing defaults by the Manufacturer with respect to RCFC or its Affiliates under the previous Vehicle Disposition Program to the date of effectiveness of such order, and in each case in (i) or (ii) above the actions and payments in clause (C) have been taken or made.

SECTION 19. CERTIFICATION OF TRADE OR BUSINESS USE. Pursuant to Section 7701 of the Code and as set forth in Attachment C hereto, each Lessee will warrant and certify that (1) such Lessee intends to use the Acquired Vehicles in a trade or business of such Lessee, and (2) such Lessee has been advised that it will not be treated as the owner of the Acquired Vehicles for federal income tax purposes.

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SECTION 20. SURVIVAL. In the event that, during the term of this Lease, a Lessee becomes liable for the payment or reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such liability will continue, notwithstanding the expiration or termination of this Lease, until all such amounts are paid or reimbursed by such Lessee.

SECTION 21. 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 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 the Indenture. Accordingly, each Lessee and the Guarantor agrees that:

• • (i)           Subject to the terms of 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, the Trustee or, with respect to any Master Collateral, the Master Collateral Agent (for and on behalf of the Trustee) may exercise any right or remedy against each Lessee or the Guarantor provided for herein or in the Indenture or the Master Collateral Agency Agreement 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 a Lease Event of Default or an Amortization Event with respect to such Lessee has occurred, then such Lessee or the Guarantor 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 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 Tru