SECOND AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT

Exhibit 4.170

EXECUTION COPY

SECOND AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT

among

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Master Servicer,

RENTAL CAR FINANCE CORP., as a grantor,

as a Financing Source and as a Beneficiary,

DTG OPERATIONS, INC.,

as a grantor and as Servicer,

VARIOUS FINANCING SOURCES PARTIES HERETO,

VARIOUS BENEFICIARIES PARTIES HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

not in its individual capacity but solely

as Master Collateral Agent

Dated as of February 14, 2007

TABLE OF CONTENTS

ARTICLE I

CERTAIN DEFINITIONS

ARTICLE II

MASTER COLLATERAL AGENT AS LIENHOLDER
FOR THE BENEFICIARIES

ARTICLE III

MASTER SERVICER

ARTICLE IV

THE MASTER COLLATERAL AGENT

i

ARTICLE V

MISCELLANEOUS

ii

EXHIBITS

iii

SECOND AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT

This SECOND AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT, dated as of February 14, 2007, (amends and restates the Amended and Restated Master Collateral Agency Agreement, dated as of December 23, 1997, among Dollar Thrifty Automotive Group, Inc., a Delaware corporation, Rental Car Finance Corp., an Oklahoma corporation, Thrifty Rent-A-Car System, Inc., an Oklahoma corporation, and Dollar Rent-A-Car Systems, Inc., an Oklahoma corporation, and the other parties named therein (the " Original Agreement ")), (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof this " Agreement "), among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation as (" DTAG "), as master servicer (in such capacity, the " Master Servicer "), RENTAL CAR FINANCE CORP., an Oklahoma corporation (" RCFC "), as a grantor, DTG OPERATIONS, INC., an Oklahoma corporation (" DTG Operations "), as a grantor and servicer, in such capacity, the " Servicer "), such other grantors as are added pursuant to a Grantor Supplement substantially in the form of Exhibit A hereto (such additional grantors, together with DTG Operations, the " Lessee Grantors "), RCFC, DEUTSCHE BANK TRUST COMPANY AMERICAS (in its capacity as trustee under the Base Indenture (such term and all other capitalized terms used herein and not otherwise defined herein having the meanings assigned thereto in Section 1.1 thereof) and any other party which from time to time executes a Financing Source and Beneficiary Supplement substantially in the form of Exhibit B-1 hereto as a Financing Source (any such party being herein called individually a " Financing Source " and collectively, the " Financing Sources "), the Trustee, RCFC and any other party which from time to time executes a Financing Source and Beneficiary Supplement substantially in the form of Exhibit B-2 hereto as a Beneficiary (any such party being herein called individually a " Beneficiary " and collectively, the " Beneficiaries "), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but as agent for the Beneficiaries (in such capacity, the " Master Collateral Agent ").

BACKGROUND

1.            The parties to the Original Agreement desire to amend and restate the Original Agreement in its entirety.

2.            Each of the Lessee Grantors have acquired and leased and will from time to time hereafter acquire or lease, certain motor vehicles for use in their respective daily domestic rental operations. RCFC has acquired and leased and will from time to time acquire and lease to each of the Lessee Grantors certain motor vehicles for use in their respective daily domestic rental operations.

3.            Pursuant to the Financing Documents, RCFC (i) has extended financing to DTG Operations and may from time to time extend financing to each of the Lessee Grantors secured by, among other things, Master Collateral Vehicles and related rights, (ii) has assigned to the Trustee, on behalf of the noteholders of the related series of Notes, the rights of RCFC as lessor and the obligations of DTG Operations as lessee under each Lease heretofore or concurrently

herewith executed, and related security, and (iii) from time to time may assign to the Trustee, on behalf of the holders of additional series of Notes issued under the Base Indenture, additional rights of RCFC and obligations of the Lessee Grantors under the Leases related to such series of Notes and/or under other additional Financing Documents.

4.            Pursuant to the Financing Documents RCFC (i) has acquired and may from time to time acquire motor vehicles and has leased and may from time to time lease such motor vehicles to one or more of the Lessee Grantors, and (ii) has granted and intends and wishes to grant hereunder a security interest in the motor vehicles acquired by it for lease under one or more of the Leases, and in related security, to the Master Collateral Agent for the benefit of the Trustee on behalf of the noteholders of the related series of Notes.

5.            Each of the Lessee Grantors and RCFC may from time to time obtain financing with respect to such motor vehicles acquired by it or obtain credit enhancement to support such financing from other Persons (which Persons providing financing or credit enhancement to any of the Lessee Grantors may include RCFC) which are or shall hereafter become parties hereto as Financing Sources or which are or shall hereafter be named as Beneficiaries with respect to a Financing Source, and each Lessee Grantor is granting a security interest in the motor vehicles and related security acquired by it with such financing to the Master Collateral Agent hereunder for the benefit of such related Beneficiaries.

6.            Deutsche Bank Trust Company Americas has agreed to act as Master Collateral Agent, and in its capacity as Master Collateral Agent to be named as the lienholder on the Certificates of Title for the vehicles in which an interest is granted hereunder, for the benefit of the Beneficiaries from time to time.

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

ARTICLE I

CERTAIN DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below, or set forth in another section hereof or in any other agreement, as indicated below. Any capitalized terms used herein and not otherwise defined herein shall have the meanings set forth therefor in the Base Indenture and with respect to a Group of Segregated Collateral, the related Lease, and with respect to a Series of Notes, the related Series Supplement.

" Agreement " has the meaning set forth in the preamble hereto.

" Assignment Agreement " means a Vehicle Disposition Program assignment agreement, substantially in the form attached as Exhibit F hereto, or in such other form as is acceptable to each Rating Agency, entered into or to be entered into among RCFC and/or a Lessee Grantor, as assignor, and the Master Collateral Agent, as assignee, and acknowledged by the applicable Manufacturer, assigning to the Master Collateral Agent certain of RCFC’s and/or such Lessee Grantor’s right, title and interest in, to and under each Vehicle Disposition Program described

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therein, to the extent related to the Master Collateral Vehicles purchased from such Manufacturer.

" Assignment of Exchange Agreements " means the Group II Assignment of Exchange Agreement, the Group III Assignment of Exchange Agreement, the Group IV Assignment of Exchange Agreement and any other Assignment of Exchange Agreement in a similar form for any other Group of Segregated Collateral by and among RCFC, the Lessees and the Master Collateral Agent pursuant to which each of RCFC and each Lessee assigns (consistent with the limitations on RCFC’s or such Lessee’s, as the case may be, right to receive, pledge, borrow or otherwise obtain the benefits of the Exchange Proceeds contained in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6)), all of its right, title and interest in, to and under the Exchange Agreement as it relates to Vehicles in such Group to the Master Collateral Agent, as the same agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

" Auction Procedures " means the set of procedures specified in a Vehicle Disposition Program for sale or disposition of Program Vehicles through auctions and at auction sites designated by such Vehicles’ Manufacturer pursuant to such Vehicle Disposition Program.

" Authorized Agents " has the meaning set forth in Section 3.5 .

" Base Indenture " means the Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and Deutsche Bank Trust Company Americas, as trustee, as the same may be further amended, modified, amended and restated or supplemented from time to time in accordance with its terms.

" Beneficiary " has the meaning set forth in the preamble .

" BOK " means the Bank of Oklahoma, National Association, a national banking association.

" Business Day " means any day other than (i) a Saturday or Sunday, or (ii) any other day on which commercial banking institutions in New York, New York, Tulsa, Oklahoma and in the city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed. The attached Exhibit G , to be updated each December 31st by the Master Servicer, lists the bank holidays in New York, New York and Tulsa, Oklahoma, or (iii) in connection with any Financing Document, any other day not designated as a "Business Day" in such Financing Document.

" Closing Date " means, with respect to any Financing Source, the closing date or date of issuance with respect to the indebtedness created thereunder, as specified in the related Financing Documents.

" Collateral Account " has the meaning set forth in Section 2.5 hereof.

" Corporate Trust Office " means the principal corporate trust office of the Master Collateral Agent, located, on the date of the execution of this Agreement, at 60 Wall Street, New York, New York 10005, Attn: Corporate Trust and Agency Group Attn:  (Structured Finance) or

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at such other address as the Master Collateral Agent may designate from time to time by notice to DTAG.

" Default " means any event of default or amortization event or any default or any event, act or condition which with the lapse of time or notice or both would become an event of default or amortization event (other than any scheduled amortization event) under any of the Financing Documents.

" Depreciation Charge " means with respect to any Master Collateral Vehicle which is a Related Vehicle of a Beneficiary, Depreciation Charge as defined in the Financing Documents related to such Beneficiary, and if Depreciation Charge is not defined in such Financing Documents, "Depreciation Charge" means, for any date of determination, (a) with respect to any Program Vehicle, the scheduled daily depreciation charge set forth by the Manufacturer in its Vehicle Disposition Program for such Master Collateral Vehicle calculated as set forth in such Vehicle Disposition Program, and (b) with respect to any Non-Program Vehicle, the scheduled daily depreciation charge for such Master Collateral Vehicle set forth by the related Servicer in the Depreciation Schedule for such Master Collateral Vehicle. If such charge is expressed as a percentage, the Depreciation Charge for such Master Collateral Vehicle for such day shall be such percentage multiplied by the Capitalized Cost for such Master Collateral Vehicle.

" Depreciation Schedule " means, with respect to any Non-Program Vehicles, a schedule of estimated daily depreciation prepared by the Master Servicer and revised from time to time in the Master Servicer’s sole discretion, with respect to each type of Non-Program Vehicle that is a Master Collateral Vehicle.

" Determination Date " means the fifth Business Day prior to the twenty-fifth (25th) day of each calendar month.

" Disposition Date " means:

• • (a)    with respect to any Program Vehicle, (i) if such Vehicle was sold in accordance with applicable Auction Procedures or returned to a Manufacturer for repurchase, pursuant to the applicable Vehicle Disposition Program, the date on which such Program Vehicle is sold at auction or accepted for return by such Manufacturer or its agent and, in each case, the Depreciation Charges ceased to accrue pursuant to such Vehicle Disposition Program, or (ii) if such Program Vehicle was sold to any Person (other than to a Manufacturer pursuant to such Manufacturer’s Vehicle Disposition Program or to a third party in accordance with applicable Auction Procedures), the date on which title to the Master Collateral Vehicle is transferred in connection with such sale, and

    (b)    with respect to any Non-Program Vehicle, the date on which title to the Master Collateral Vehicle is transferred in connection with such sale.

" Disposition Proceeds " means the net proceeds (other than Repurchase Payments or Guaranteed Payments) from the sale or disposition of a Master Collateral Vehicle to any Person.

" DTAG " has the meaning set forth in the preamble .

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" DTG Operations " has the meaning set forth in the preamble .

" Eligible Vehicle " means a Master Collateral Vehicle meeting the requirements for, as applicable, acquisition, financing, refinancing and/or leasing under the Financing Documents relating thereto.

" Eligible Vehicle Disposition Program " means a Vehicle Disposition Program offered by an Eligible Manufacturer that meets the eligibility criteria specified in the Financing Documents relating thereto.

" Escrow Accounts " means the Group II Escrow Account, the Group III Escrow Account and the Group IV Escrow Account and any other segregated trust account established in accordance with the Exchange Agreement consistent with the "safe harbor" provisions of Treasury Regulations §§1.1031(k)-l(g)(4) and 1.1031(k)-1(g)(6).

" Exchange Agreement " means the Master Exchange and Trust Agreement dated as of July 23, 2001 among the Qualified Intermediary, the Lessees, RCFC, The Chicago Trust Company and Chicago Deferred Exchange Corporation pursuant to which, among other things, the Qualified Intermediary holds the Exchange Proceeds in an Escrow Account consistent with the requirements of the "safe harbor" provisions of Treasury Regulations §§ 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), as the same agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

" Exchange Agreement Rights Value " means, with respect to a Group, the value of the Assignment of Exchange Agreement related to such Group, which value shall be deemed to equal as of any given time the amount of the Exchange Proceeds for such Group at such time.

" Exchange Proceeds " means, with respect to a Group, as of any given time the sum of (i) the money or other property from the sale of any Exchanged Vehicle from such Group that is held in the Escrow Account for such Group as of such time; (ii) any interest or other amounts earned on the money or other property from the sale of any Exchanged Vehicles from such Group that is held in the Escrow Account for such Group as of such time; (iii) any amounts receivable from Eligible Manufacturers and Eligible Vehicle Disposition Programs or from auctions, dealers or other Persons on account of Exchanged Vehicles from such Group; (iv) the money or other property from the sale of any Exchanged Vehicle from such Group held in the Master Collateral Account for the benefit of the Qualified Intermediary as of such time; and (v) any interest or other amounts earned on the money or other property from the sale of any Exchanged Vehicle from such Group held in the Master Collateral Account for the benefit of the Qualified Intermediary as of such time.

" Exchange Program " means a program under which RCFC will exchange Exchanged Vehicles for Replacement Vehicles with the intent of qualifying for deferral of gain or loss under Section 1031 of the Code.

" Exchanged Vehicle " means, a Group II Exchanged Vehicle, a Group III Exchanged Vehicle, a Group IV Exchanged Vehicle and, with respect to any other Group, a Vehicle designated by the Master Servicer as being in such Group and that is transferred to the Qualified

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Intermediary in accordance with the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(4) and pursuant to the procedures set forth in the Exchange Agreement.

" FDIC " means the Federal Deposit Insurance Corporation.

" Financing Documents " means, with respect to a Financing Source, any and all agreements, instruments and contracts evidencing or related to any financing arrangement between RCFC and/or any of the Lessee Grantors and a Financing Source (and/or a Beneficiary) providing for the making or credit enhancing of loans or advances to RCFC and/or any of the Lessee Grantors, the purchase of assets, or undivided interests therein, from RCFC or any of the Lessee Grantors, the lease to any of the Lessee Grantors of Master Collateral Vehicles, any other arrangement providing for the financing of the Master Collateral Vehicles and all agreement indentures, instruments and contracts pursuant to which any Financing Source grants an interest in any portion of the Master Collateral to a Beneficiary, in any such case, as such agreements, indentures, instruments and contracts may be amended, supplemented, restated, extended or otherwise modified from time to time in accordance with the terms thereof.

" Financing Source " has the meaning set forth in the preamble.

" Financing Source and Beneficiary Supplement " means a supplement to this Agreement, substantially in the form of (i) Exhibit B-1 hereto, with respect to Lessee Grantor Master Collateral (as defined below), or (ii) Exhibit B-2 hereto, with respect to RCFC Master Collateral (as defined below).

" Fitch " means Fitch, Inc.

" Fleet Report " means the monthly report substantially in the form of Exhibit C hereto required to be delivered by the Master Servicer to the Master Collateral Agent pursuant to Section 2.4 hereof.

" Franchise Agreement " means a franchise agreement, license agreement or other similar agreement (however designated) between a Lessee Grantor and a Franchisee in connection with the operation of a rental car business and related business activities in a designated territory using the name and marks of the Lessee Grantor, whether now existing or hereafter made or entered into, including any amendments, modifications or supplements thereto or restatements thereof, but excluding any Sublease.

" Franchisee " means a franchisee of Dollar Rent A Car, Inc., an Oklahoma corporation, Thrifty, or any other Affiliate of DTAG.

" Grantor " means each of the Lessee Grantors and RCFC in its capacity as a grantor hereunder.

" Grantor Supplement " means a supplement to this Agreement, substantially in the form of Exhibit A hereto.

" Group Collateral Account " has the meaning set forth in Section 2.5 hereof.

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" Group II Assignment of Exchange Agreement " means the Amended and Restated Collateral Assignment of Exchange Agreement, dated as of April 16, 2002, by and among RCFC, the Lessees and the Master Collateral Agent pursuant to which each of RCFC and each Lessee assigns (consistent with the limitations on RCFC’s or such Lessee’s, as the case may be, right to receive, pledge, borrow or otherwise obtain the benefits of the Exchange Proceeds with respect to Group II contained in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6)), all of its right, title and interest in, to and under the Exchange Agreement as it relates to Group II Vehicles, including any Unused Exchange Proceeds released from an Escrow Account, to the Master Collateral Agent, as the same agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

" Group II Escrow Account " means a segregated trust account established, consistent with the requirements of the "safe harbor" provisions of Treasury Regulations §§ 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), in accordance with the terms of the Exchange Agreement and into which are deposited the Exchange Proceeds with respect to Group II and other funds with which to purchase Group II Replacement Vehicles.

" Group II Exchanged Vehicle " means a Group II Vehicle that is transferred to the Qualified Intermediary in accordance with the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(4) and pursuant to the procedures set forth in the Exchange Agreement and thereby ceases to be a Group II Vehicle.

" Group II Replacement Vehicle " means a Vehicle designated by the Master Servicer as comprising Group II Collateral acquired in exchange for a Group II Exchanged Vehicle in accordance with the terms of the Exchange Agreement and under Section 1031 of the Code and the regulations promulgated thereunder.

" Group III Assignment of Exchange Agreement " means the Amended and Restated Collateral Assignment of Exchange Agreement, dated as of June 4, 2002, by and among RCFC, the Lessees and the Master Collateral Agent pursuant to which each of RCFC and each Lessee assigns (consistent with the limitations on RCFC’s or such Lessee’s, as the case may be, right to receive, pledge, borrow or otherwise obtain the benefits of the Exchange Proceeds with respect to Group III contained in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6)), all of its right, title and interest in, to and under the Exchange Agreement as it relates to Group III Vehicles, including any Unused Exchange Proceeds released from an Escrow Account, to the Master Collateral Agent, as the same agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

" Group III Escrow Account " means a segregated trust account established, consistent with the requirements of the "safe harbor" provisions of Treasury Regulations §§ 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), in accordance with the terms of the Exchange Agreement and into which are deposited the Exchange Proceeds with respect to Group III and other funds with which to purchase Group III Replacement Vehicles.

" Group III Exchanged Vehicle " means a Group III Vehicle that is transferred to the Qualified Intermediary in accordance with the "safe harbor" provisions of Treasury Regulation

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§ 1.1031(k)-1(g)(4) and pursuant to the procedures set forth in the Exchange Agreement and thereby ceases to be a Group III Vehicle.

" Group III Replacement Vehicle " means a Vehicle designated by the Master Servicer as comprising Group III Collateral acquired in exchange for a Group III Exchanged Vehicle in accordance with the terms of the Exchange Agreement and under Section 1031 of the Code and the regulations promulgated thereunder.

" Group IV Assignment of Exchange Agreement " means the Collateral Assignment of Exchange Agreement, dated as of March 28, 2006, by and among RCFC, the Lessees and the Master Collateral Agent pursuant to which each of RCFC and each Lessee assigns (consistent with the limitations on RCFC’s or such Lessee’s, as the case may be, right to receive, pledge, borrow or otherwise obtain the benefits of the Exchange Proceeds with respect to Group IV contained in the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(6)), all of its right, title and interest in, to and under the Exchange Agreement as it relates to Group IV Vehicles, including any Unused Exchange Proceeds released from an Escrow Account, to the Master Collateral Agent, as the same agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

" Group IV Escrow Account " means a segregated trust account established, consistent with the requirements of the "safe harbor" provisions of Treasury Regulations §§ 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), in accordance with the terms of the Exchange Agreement and into which are deposited the Exchange Proceeds with respect to Group IV and other funds with which to purchase Group IV Replacement Vehicles.

" Group IV Exchanged Vehicle " means a Group IV Vehicle that is transferred to the Qualified Intermediary in accordance with the "safe harbor" provisions of Treasury Regulation § 1.1031(k)-1(g)(4) and pursuant to the procedures set forth in the Exchange Agreement and thereby ceases to be a Group IV Vehicle.

" Group IV Replacement Vehicle " means a Vehicle designated by the Master Servicer as comprising Group IV Collateral acquired in exchange for a Group IV Exchanged Vehicle in accordance with the terms of the Exchange Agreement and under Section 1031 of the Code and the regulations promulgated thereunder.

" Guaranteed Payment " with respect to any Program Vehicle subject to a guarantee by the Manufacturer thereof regarding the Vehicle’s rate of depreciation, means a payment (which may include allowances, credits and/or charges under the applicable Vehicle Disposition Program) from such Manufacturer pursuant to such Manufacturer’s Vehicle Disposition Program, upon disposition of such Master Collateral Vehicle by the owner thereof in accordance with applicable Auction Procedures.

" Incumbency Certificate " has the meaning set forth in Section 3.5 .

" Initial Acquisition Cost " means, with respect to each Master Collateral Vehicle, the costs and expenses incurred in connection with the acquisition of such Master Collateral Vehicle by the applicable Lessee Grantor or RCFC from the dealer or other Person selling such Master

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Collateral Vehicle, as more specifically defined in the Financing Documents related to the applicable Financing Source.

" Investment Standing Instruction " has the meaning set forth in Section 2.5(f) hereof.

" Lease " means (a) the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II), as supplemented by the lease annexes thereto, dated as of February 14, 2007, by and among RCFC, as the lessor, DTG Operations, in its capacity as lessee and as servicer, and DTAG, in its capacity as master servicer and guarantor, (b) the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III), as supplemented by the lease annexes thereto, dated as of February 14, 2007, by and among RCFC, as the lessor, DTG Operations, in its capacity as lessee and as servicer, and those subsidiaries and affiliates of DTAG from time to time becoming lessees and servicers thereunder, in their capacities as lessees and servicers, and DTAG, in its capacity as master servicer and guarantor, (c) the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), as supplemented by the lease annexes thereto, dated as of February 14, 2007, by and among RCFC, as the lessor, DTG Operations, in its capacity as lessee and as servicer, and DTAG, in its capacity as master servicer and guarantor, and (d) each other master motor vehicle lease and servicing agreement, as supplemented by the lease annexes thereto, or similar agreement, entered into by RCFC and/or one or more Lessee Grantors and constituting a Financing Document hereunder.

" Lessee Grantor " has the meaning set forth in the preamble .

" Lessee Grantor Master Collateral " has the meaning set forth in Section 2.1(a) .

" Lessee Grantor Master Collateral Vehicles " has the meaning set forth in Section 2.1(a)(i) .

" Master Collateral " has the meaning set forth in Section 2.1(b) .

" Master Collateral Account " has the meaning set forth in Section 2.5 .

" Master Collateral Agent " has the meaning set forth in the preamble, and includes any permitted successor to Deutsche Bank Trust Company Americas in its capacity as Master Collateral Agent.

" Master Collateral Vehicles " means the Lessee Grantor Master Collateral Vehicles and the RCFC Master Collateral Vehicles.

" Notes " means the notes issued by RCFC pursuant to the Base Indenture.

" Officer’s Certificate " means, with respect to any Person, a certificate signed by the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer or any other person designated as an authorized officer by the board of directors of such Person.

" Pro rata " means, at any time as to any interest or amount with respect to any Beneficiary, a fraction, the numerator of which is the aggregate indebtedness and other

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obligations of each of the Lessee Grantors and RCFC, as applicable, then owing to the applicable Financing Source for the benefit of such Beneficiary and the denominator of which is the aggregate indebtedness and other obligations of each of the Lessee Grantors and RCFC, as applicable, then owing to all Financing Sources; provided , however , that if a Beneficiary must return any amount paid with respect to such obligations for any reason, such returned amounts shall be reinstated as obligations for purposes of the foregoing calculation.

" QI Account " means any account containing QI Master Collateral.

" QI Master Collateral " means Master Collateral for which the designated Beneficiary in the Master Servicer’s records is the Qualified Intermediary, as set forth in Section 2.2(b) hereof.

" Qualified Intermediary " means such entity that (a) will be acting in connection with the Exchange Program so as to permit RCFC and the Lessees to make use of the "qualified intermediary" safe harbor of Treasury Regulation §1.1031(k)-1(g)(4) and (b) is acceptable to Required Noteholders and the Rating Agencies.

" RCFC " has the meaning set forth in the preamble .

" RCFC Master Collateral " has the meaning set forth in Section 2.1(b) .

" RCFC Master Collateral Vehicles " has the meaning set forth in Section 2.1(b)(i) .

" Redesignation " has the meaning set forth in Section 2.2 .

" Related Master Collateral " has the meaning set forth in Section 2.2 .

" Related Vehicles " has the meaning set forth in Section 2.2 .

" Replacement Vehicle " means, with respect to a Group, an Eligible Vehicle designated by the Master Servicer as comprising the Collateral for such Group acquired in exchange for an Exchanged Vehicle from such Group in accordance with the terms of the Exchange Agreement and under Section 1031 of the Code and the regulations promulgated thereunder.

" Repurchase Payment ", with respect to any Program Vehicle subject to repurchase by the Manufacturer thereof, means a payment (which may include allowances, credits and/or charges under the applicable Vehicle Disposition Program) by such Manufacturer, pursuant to the Manufacturer’s Vehicle Disposition Program, to repurchase such Vehicle in accordance with its Vehicle Disposition Program.

" Required Beneficiaries " means, at any time, Beneficiaries (other than any Lessee Grantor, if applicable) that are beneficiaries in respect of, or that represent or act on behalf of Financing Sources (other than any Lessee Grantor, if applicable) that hold (including by way of pledge or assignment), more than 50% of the outstanding principal amount of indebtedness of the Lessee Grantors and RCFC under the Financing Documents at such time (excluding any retained interest of any such Lessee Grantor or RCFC thereunder).

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" Responsible Officer " means, with respect to the Master Collateral Agent, any Managing Director, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or any officer performing functions similar to those customarily performed by the person who at the time shall be such officer.

" Servicer " has the meaning set forth in the preamble .

" Standard & Poor’s " means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

" Substitute Exchanged Vehicle Proceeds " means, for a Group, funds in the amount of the Net Book Value of Exchanged Vehicles transferred by RCFC, at the direction of the Master Servicer, from (i) the Substitute Exchanged Vehicle Proceeds Amount for such Group, (ii) the Retained Distribution Account or (iii) RCFC’s capital, and deposited into the Collection Account for such Group to be treated as Disposition Proceeds for such Exchanged Vehicles.

" Substitute Exchanged Vehicle Proceeds Amount " means, for a Group, at any time, funds, if any, set aside by RCFC in an Excess Funding Account in respect of Exchanged Vehicles in such Group, for use as Substitute Exchanged Vehicle Proceeds for such Group.

" Thrifty " means Thrifty Rent-A-Car System, Inc., an Oklahoma corporation.

" Trustee " means Deutsche Bank Trust Company Americas, in its capacity as trustee under the Base Indenture unless a successor Person shall have become the trustee pursuant to the applicable provisions of the Base Indenture, and thereafter "Trustee" shall mean such successor Person.

" Uniform Commercial Code " or " UCC " means, with respect to a particular jurisdiction, the Uniform Commercial Code as in effect from time to time in such jurisdiction, or any successor statute thereto.

" Unused Exchange Proceeds " means, with respect to a Group, the Exchange Proceeds for such Group that are not used to acquire Replacement Vehicles for such Group and which are transferred from the Escrow Account with respect to such Group to RCFC in accordance with the terms of the Exchange Agreement.

SECTION 1.2. Cross References: Headings. The words "hereof", "herein" and "hereunder" and words of a similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Annex, Section, Schedule and Exhibit references contained in this Agreement are references to Annexes, Sections, Schedules and Exhibits in or to this Agreement 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 Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof

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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 Agreement, and reference to any Person in a particular capacity only refers to such Person in such capacity;

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

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

ARTICLE II

MASTER COLLATERAL AGENT AS LIENHOLDER

FOR THE BENEFICIARIES

(a)           Grant by the Lessee Grantors . As security for the payment of the respective obligations from time to time owing by each of the Lessee Grantors to each Financing Source (or any Beneficiary as assignee thereof) under the related Financing Documents (x) DTG Operations (without limiting the grant by DTG Operations pursuant to clause (y) immediately following), confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered in clause (x), each of the Lessee Grantors hereby grants, pledges and assigns to the Master Collateral Agent, for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3 ), subject to the provisions of subsection (c) below, a continuing, first priority Lien on all right, title and interest of such Lessee Grantor in, to and under the following, whether existing or acquired as of the Closing Date with respect to any series of Notes or any Financing Documents related to a Financing Source or thereafter (the " Lessee Grantor Master Collateral "):

• • (i)           all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as Lessee Grantor Master Collateral Vehicles related to such Lessee Grantor in any Fleet Reports delivered to the Master Collateral Agent and/or (B) identified as being owned by such Lessee Grantor and subject to the lien of the Master Collateral Agent in each case on the Certificates of Title thereof (collectively, with respect to all of the Lessee Grantors, the " Lessee Grantor Master Collateral Vehicles "), and all Certificates of Title with respect thereto;

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• • (ii)          the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time all certificates and instruments, if any, representing or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investments;

    (iii)         all Vehicle Disposition Programs and incentive programs applicable to Lessee Grantor Master Collateral Vehicles, to the extent such right, title and interest relates to such Lessee Grantor Master Collateral Vehicles, including any amendments thereof and all monies due and to become due in respect of such Lessee Grantor Master Collateral Vehicles under or in connection with each such Vehicle Disposition Program and incentive program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive Payments, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of any Vehicle Disposition Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder;

    (iv)         all Subleases entered into by such Lessee Grantor the subject of which includes any Master Collateral Vehicle leased by RCFC to such Lessee Grantor under a Lease, and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee Grantor in connection with any such Sublease, in each case only to the extent directly relating to any Master Collateral Vehicle, including (but only to such extent), without limitation, all monies due and to become due to such Lessee Grantor under or in connection with such agreements whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the agreements or otherwise, and all rights, remedies, powers, privileges and claims of such Lessee Grantor against any other party under or with respect to such agreements (whether arising pursuant to the terms of such agreements or otherwise available to such Lessee Grantor at law or in equity), including the right to enforce any of the agreements as provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the agreements or the obligations of any party thereunder, all liens and property from time to time purporting to secure payment arising under or in connection with such agreements, or assigned to, such Lessee Grantor describing any collateral securing such obligations or liabilities and all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities due to such Lessee Grantor pursuant to such agreements);

• • (vi)         all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) with respect to any of the Lessee Grantor Master Collateral Vehicles;

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• • (vii)       the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation §1.1031(k)-1(g)(6);

    (viii)      all additional property that may on the Closing Date or from time to time hereafter be subjected to the grant and pledge under this Agreement, as the same may be modified or supplemented from time to time, by such Lessee Grantor or by anyone on its behalf; and

    (ix)         any and all proceeds, products, offspring, rents or profits of any and all of the foregoing.

Notwithstanding anything to the contrary contained in this Agreement, the pledge and security interest granted by DTG Operations hereunder is an extension of the pledge and security interest granted under the Original Agreement.

(b)           Grant by RCFC . As security for the payment of the respective obligations from time to time owing by RCFC to each other Financing Source (or any Beneficiary as assignee thereof) under the related Financing Documents, RCFC hereby (x) confirms its grant, pledge and assignment pursuant to the Original Agreement and (y) to the extent not covered by clause (x), grants, pledges and assigns to the Master Collateral Agent, for the benefit of the Beneficiaries (to the extent set forth in Sections 2.2 and 2.3 ), a continuing, first priority Lien on all right, title and interest of RCFC in, to and under the following, whether existing or acquired as of the first Closing Date under the Base Indenture or thereafter (the " RCFC Master Collateral " and, together with the Lessee Grantor Master Collateral, the " Master Collateral "):

• • (i)           all vehicles (A) acquired, financed or refinanced with funds provided by any Financing Source or Beneficiary and identified as RCFC Master Collateral Vehicles in any Fleet Report delivered to the Master Collateral Agent and/or (B) identified as being owned by RCFC and subject to the lien of the Master Collateral Agent on the Certificates of Title thereof (collectively, the " RCFC Master Collateral Vehicles "), and all Certificates of Title with respect thereto;

    (ii)          the Master Collateral Account (including each Collateral Account and Group Collateral Account), all funds on deposit therein from time to time, all certificates and instruments, if any, representing or evidencing any or all of the Master Collateral Account or the funds on deposit therein from time to time, and all Permitted Investments made at any time and from time to time with the funds on deposit in the Master Collateral Account (including income thereon) and all certificates and instruments, if any, representing or evidencing such Permitted Investments;

    (iii)         all Vehicle Disposition Programs and incentive programs applicable to the RCFC Master Collateral Vehicles to the extent such right, title and interest relates to such RCFC Master Collateral Vehicles or to any Manufacturer Receivables, including any

     

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• • amendments thereof and all monies due and to become due in respect of such RCFC Master Collateral Vehicles or such Manufacturer Receivables under or in connection with each such Vehicle Disposition Program, whether payable as Repurchase Payments, Guaranteed Payments, Disposition Proceeds, Incentive Payments, auction sales proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Vehicle Disposition Program or otherwise and all rights to compel performance and otherwise exercise rights and remedies thereunder;

• • (v)          all payments under insurance policies (whether or not the Master Collateral Agent is named as the loss payee thereof) with respect to, and all warranties payable by reason of loss or damage to, or otherwise with respect to, any of the Master Collateral Vehicles;

    (vi)         the Assignment of Exchange Agreements and all proceeds thereof, including Unused Exchange Proceeds, but only to the extent such grant, pledge and assignment with respect to such Exchange Proceeds, including such grant, pledge and assignment with respect to the Unused Exchange Proceeds, is consistent with the limitations set forth in the "safe harbor" provisions of Treasury Regulation §1.1031(k)-1(g)(6);

    (vii)       all additional property that may on the Closing Date or from time to time hereafter be subjected to the grant and pledge under this Agreement, as the same may be modified or supplemented from time to time, by RCFC or by anyone on its behalf; and

    (viii)      any and all proceeds, products, offspring, rents, or profits of any of the foregoing.

Notwithstanding anything to the contrary contained in this Agreement, the pledge and security interest granted by RCFC hereunder is an extension of the pledge and security interest granted under the Original Agreement.

Each Lessee Grantor, RCFC, each other Financing Source and each Beneficiary hereby authorizes the Master Collateral Agent to be named as the first lienholder on the Certificates of Title for the Master Collateral Vehicles, in a representative capacity, as Master Collateral Agent for the Beneficiaries. The Master Collateral Agent agrees that all of its right, title and interest in and to the Master Collateral shall be solely for the respective benefit of each Beneficiary.

Each Financing Source and each Beneficiary hereby directs the Master Collateral Agent to execute and deliver as of the date set forth herein in its capacity as Master Collateral Agent hereunder each Assignment Agreement hereafter entered into by any of the Lessee Grantors or RCFC.

(c)           Exclusions . Notwithstanding the provisions of Section 2.1(a) , it is expressly acknowledged and agreed that the Lessee Grantor Master Collateral does not and shall not in any event include any of the following items or types of property:

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• • (i)           any advertising or promotional allowances payable to any Lessee Grantor by any Manufacturer;

    (ii)          any monies due or to become due to any Lessee Grantor or any Franchisee or Affiliate of any Lessee Grantor from the retail rental of vehicles;

    (iii)         any amounts payable by a Manufacturer to any Lessee Grantor which constitute manufacturer floor plan assistance; or

    (iv)         any Franchise Agreement, or any monies due or to become due to the applicable Lessee Grantor under any Franchise Agreement, including, without limitation, monies due or to become due to such Lessee Grantor on account of, relating to or in connection with (a) administrative fees, advertising fees and license or franchise fees under or in connection with any Franchise Agreements, (b) the grant, transfer, sale or other disposition, in whole or in part, of any Franchise Agreement, (c) the sale, lease or other offering by such Lessee Grantor of goods, supplies or products (excluding, however, Master Collateral Vehicles) to any Franchisee or the performance of services by such Lessee Grantor for any Franchisee, (d) insurance programs for Franchisees offered under or in connection with any Franchise Agreement, (e) credit card services provided in connection with any Franchise Agreement, and (f) promissory notes delivered pursuant to or in connection with any Franchise Agreement, or any other accounts, general intangibles, chattel paper, documents and instruments relating to or arising out of or in connection with any Franchise Agreement.

Each Financing Source and each Beneficiary hereby disclaims and affirmatively waives any right, title or interest in and to any of the foregoing items or types of property under or pursuant to this Agreement.

SECTION 2.2. Designation of Beneficiaries; Beneficiaries’ Rights Limited. (a) Each of the Trustee, RCFC, the Qualified Intermediary and any other Person who from time to time executes a Financing Source and Beneficiary Supplement as a beneficiary is hereby designated as a Beneficiary with respect to the Master Collateral Vehicles designated on the Master Servicer’s computer system as Master Collateral Vehicles relating to such Beneficiary or as otherwise provided in a Financing Source and Beneficiary Supplement with respect to such Beneficiary (" Related Vehicles ") and the other Master Collateral related thereto (the " Related Master Collateral "). The Master Servicer shall establish and maintain or cause to be established and maintained, in the name of the Master Collateral Agent, a separate account in accordance with Section 2.5 hereof for each Group of Segregated Collateral. The Master Servicer shall designate Related Master Collateral as belonging to a Group of Segregated Collateral, specifying the Group designated. The designation of Related Vehicles with respect to each Beneficiary on the Master Servicer’s computer system shall be considered prima facie evidence of such Beneficiary’s rights with respect to such Related Vehicles and the Related Master Collateral. If at any time a Beneficiary reasonably believes that such designation by the Master Servicer is incorrect, it may dispute such designation by delivering a written notice to the Master Collateral Agent setting forth its claim as to the correct designation of its Related Vehicles (each a " Redesignation "). The Master Collateral Agent shall, promptly upon receipt of such notice, distribute a copy thereof to each Lessee Grantor, RCFC, each Financing Source and each

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Beneficiary (other than the Beneficiary disputing the Master Servicer’s designation of Related Vehicles). Each such Financing Source and Beneficiary shall, within ten (10) Business Days of receipt of such notice from the Master Collateral Agent, notify the Master Collateral Agent in writing as to whether it consents to the disputing Beneficiary’s Redesignation. If the Master Collateral Agent receives written notice from each such Beneficiary and Financing Source containing its consent to the disputing Beneficiary’s Redesignation within the period set forth above, it shall promptly notify the Master Servicer and the Master Servicer shall effect such Redesignation. Each Beneficiary shall be entitled to the benefits of this Agreement only with respect to its Related Vehicles and Related Master Collateral. No Beneficiary shall have any interest in (i) any Master Collateral Vehicle which is not a Related Vehicle as to such Beneficiary, (ii) any funds in the Master Collateral Account that are proceeds of any Master Collateral Vehicle which is not a Related Vehicle as to such Beneficiary, (iii) rights under any Vehicle Disposition Program with respect to any Master Collateral Vehicle which is not a Related Vehicle as to such Beneficiary or (iv) any other Master Collateral which is not Related Master Collateral as to such Beneficiary, in each case regardless of the time, order, manner or nature of attachment or perfection of security interests in Master Collateral Vehicles (including the giving of or failure to give notice of any purchase money security interest or other notice, or the order of filing financing statements), or any provision of the Uniform Commercial Code, the federal Bankruptcy Code, or other applicable law.

(b) The Qualified Intermediary is designated (pursuant to a Financing Source and Beneficiary Supplement executed by the Qualified Intermediary) as a Beneficiary of (i) any Master Collateral Vehicle that is an Exchanged Vehicle, (ii) any funds in the Master Collateral Account that are proceeds of any Exchanged Vehicle, (iii) any receivables in respect of disposition of any Exchanged Vehicle, and (iv) any other Master Collateral that is designated on the Master Servicer’s computer system as Related Master Collateral for the Qualified Intermediary as Beneficiary hereunder (collectively, the " QI Master Collateral "). No other Beneficiary hereunder shall have any right, title, or interest in, claim to or lien on the QI Master Collateral.

SECTION 2.3. Redesignation of Beneficiaries. RCFC, with respect to the RCFC Master Collateral Vehicles, and each of the Lessee Grantors, with respect to the Lessee Grantor Master Collateral Vehicles, may from time to time refinance Master Collateral Vehicles related to a particular Financing Source with proceeds from a different Financing Source. In connection therewith, the Master Servicer shall designate on its computer system the Financing Source the proceeds of which are used to finance or refinance such Master Collateral Vehicles, and, upon repayment of the Financing Source being refinanced, (x) such Master Collateral Vehicles shall automatically constitute Related Vehicles of the specified Beneficiary or Beneficiaries related to such refinancing Financing Source, and (y) such Master Collateral Vehicles shall cease to be Related Vehicles of the Beneficiary or Beneficiaries related to the refinanced Financing Source. In addition, the Master Servicer may from time to time redesignate on its computer system, to a new Beneficiary related to a Financing Source, one or more Master Collateral Vehicles that are Related Vehicles of another Beneficiary related to such Financing Source, if such related Vehicles have been designated to specific Beneficiaries. Notwithstanding the foregoing, the right of the Master Servicer to redesignate Master Collateral Vehicles that will, after such a refinancing, cease to be Related Vehicles with respect to a Financing Source or Beneficiary shall be subject to the conditions that immediately after giving effect to such redesignation:

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• • (a)       no Default shall exist under the Financing Documents related to such Financing Source or Beneficiary ( provided , however , that the Master Servicer shall have the right to make such redesignation for the purpose of curing such a Default); and

    (b)       Unless otherwise specified in the Financing Source and Beneficiary Supplement therefor, such Financing Source or Beneficiary shall have designated to it Related Vehicles with a collateral value (as determined, in accordance with the Financing Documents relating to the Financing Source or with respect to such Beneficiary, by the Person specified therein or, if no such Person is so specified, by the Master Servicer) not less than the minimum collateral value required in such Financing Documents to support the outstanding loans or securities issued under such Financing Documents.

Each designation of a Beneficiary pursuant to Section 2.2 , and each redesignation by the Master Servicer pursuant to this Section 2.3 , shall automatically constitute a representation and warranty by the Master Servicer for the benefit of the Beneficiary to which the Master Collateral Vehicle is being designated or redesignated that (i) with respect to such a redesignation, the conditions in Sections 2.3(a) and 2.3(b) have been met, (ii) with respect to such a redesignation, the loans or securities of the original Financing Source with respect to such refinanced Master Collateral Vehicles have been repaid, and (iii) with respect to any such designation or redesignation, all Related Vehicles of such Beneficiary constitute Eligible Vehicles under the relevant Financing Documents. Master Collateral Vehicles shall be redesignated hereunder at their respective Net Book Values, calculated in accordance with the Financing Documents relating to the Financing Source with respect to the applicable Beneficiary. Except as provided in Section 2.5(c) , no Beneficiary shall have any interest in any Master Collateral Vehicle or other Master Collateral for which it is no longer designated as the Beneficiary, it being understood that, subject to the satisfaction of the conditions set forth in Sections 2.3(a) and 2.3(b) and repayment of the loans or securities of the original Financing Source with respect to refinanced Master Collateral Vehicles, any such redesignation shall automatically constitute a release by such Beneficiary of any interest therein.

SECTION 2.4. Master Servicer’s Fleet Report. (a) On or prior to the Reporting Date, the Master Servicer shall furnish to the Master Collateral Agent a report (which may be on diskette, magnetic tape or other electronic medium acceptable to the Master Collateral Agent) substantially in the form of Exhibit C (" Fleet Report "), showing for each Financing Source and each Related Vehicle designated thereto, as of the last day of the immediately preceding calendar month and after giving effect to the most recent redesignation of Master Collateral Vehicles as of such last day, (i) the related Beneficiary and the Group in respect thereof, (ii) whether such Related Vehicle is a Lessee Grantor Master Collateral Vehicle or an RCFC Master Collateral Vehicle, (iii) the last eight digits of the vehicle identification numbers with respect to such Related Vehicle, and (iv) the Capitalized Cost and Net Book Value of such Related Vehicle (calculated in accordance with the Financing Documents relating to the applicable Financing Source). The Master Collateral Agent shall make the Fleet Report available for inspection by any Financing Source or Beneficiary at the Corporate Trust Office, during normal business hours, upon such Financing Source or Beneficiary’s written request. Each Fleet Report shall, upon delivery thereof to the Master Collateral Agent, become Exhibit C hereto and shall replace and supersede all prior Fleet Reports in such capacity. The Master Collateral Agent’s sole responsibility with respect to such Fleet Report shall be custodial.

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(b) Reporting; Designation . In connection with the identification of one or more Exchanged Vehicles proposed to be redesignated to the Qualified Intermediary under an Exchange Program, the Master Servicer shall prepare the information for reporting on the Reporting Date on a Group by Group basis and upon the exchange of Exchanged Vehicles make the designations in the Master Servicer’s computer system and, if necessary, instruct the Trustee under item (vi) below as to the following:

(ii)          the VIN and Capitalized Cost or Net Book Value of each Vehicle, including Replacement Vehicles, if any, to be designated as belonging to a particular Group and as related to the Financing Source and Beneficiaries in substitution for the proposed Exchanged Vehicles;

(iii)       the Substitute Exchanged Vehicle Proceeds Amount to be transferred from each Excess Funding Account for each Series of Notes (as defined in the related Series Supplement) within a Group to the Collection Account for each such Series of Notes;

(iv)       the increase in Exchange Agreement Rights Value to be designated to the Financing Source and Beneficiaries in substitution for the proposed Exchanged Vehicles, and the amount by which Disposition Proceeds received in respect of Exchanged Vehicles are less than the Net Book Value, (such amount, if positive to be treated as Losses under Financing Documents for a Series of Notes, if so specified in such Financing Documents) of such Exchanged Vehicles;

(v)         a calculation setting forth the sum of items (ii), (iii) and (iv) above as at least equaling the aggregate Net Book Values of the proposed Exchanged Vehicles under item (i) above; plus any Losses identified in item (iv) above; and

(vi)       an instruction to the Trustee to make the transfers in item (iii) above and to the Master Collateral Agent and Servicer on its behalf (pursuant to Section 2.7 of this Agreement) to release its lien on the Exchanged Vehicles and any Certificates of Title related thereto at the time of the transfers and designations in items (ii), (iii) and (iv) above.

Upon satisfaction of the foregoing, the Master Servicer shall designate the substitute Vehicles, including Replacement Vehicles, and Exchange Agreement Rights Value in its computer system as Master Collateral related to the Financing Source and Beneficiaries tendering the Exchanged Vehicles (including the proper Group of Segregated Collateral), while simultaneously designating the Exchanged Vehicles and all proceeds thereof as QI Master Collateral related to the Qualified Intermediary as Beneficiary.

Aggregate information with respect to the above will be reported to the Trustee, the Master Collateral Agent and others specified in the Financing Documents for each Group and Series of Notes within each Group on the Reporting Date.

SECTION 2.5. Master Collateral Account(a) . (a)  The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, in the name of Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts (the " Collateral Account ") into which shall be initially deposited all Master Collateral and proceeds thereof, and

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shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the " Group Collateral Account " and collectively with the Collateral Account, the " Master Collateral Account ") into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more Qualified Institutions, or (ii) as segregated trust accounts with the corporate trust departments of depository institutions or trust companies having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than investment grade by Standard & Poor’s.

(b)          If any Master Collateral Account (or any subaccount thereof) is not maintained in accordance with the previous clause (a), then within ten (10) days after a Responsible Officer has received written notice from any related Beneficiary or Financing Source to establish a new Master Collateral Account or subaccount thereof or has actual notice followed by written confirmation (which confirmation the Master Collateral Agent shall use its best efforts to obtain as soon as practicable at the request of the related Beneficiary or Financing Source) of such fact, the Master Collateral Agent shall establish a new Master Collateral Account (or a new subaccount) which complies with such clause (a) and transfer into the new Master Collateral Account (or subaccount) all funds from the non-qualifying Master Collateral Account (or subaccount).

(c)          The Servicer and the Grantors shall direct all payments representing (i) Disposition Proceeds, (ii) Guaranteed Payments and Repurchase Payments under Vehicle Disposition Programs, (iii) Incentive Payments under incentive programs, (iv) all payments under the Subleases and (v) all other payments or other proceeds arising from the Master Collateral to be deposited directly into the Collateral Account or the applicable Group Collateral Account. In the event that any of the Master Servicer, any Servicer, RCFC or any Financing Source shall receive directly into one of its accounts any such payments or proceeds, including cash, securities, obligations or other property, such Person shall accept in constructive trust for the Master Collateral Agent, and hold and deposit into the Master Collateral Account or the applicable Group Collateral Account within two (2) Business Days of receipt thereof, any of the foregoing payments or proceeds received directly by such Person in respect of the Master Collateral, with the endorsement or other evidence of transfer of such Person when necessary or appropriate. Each Grantor shall designate the Master Collateral Agent as loss payee on its physical damage and comprehensive insurance policies on the Master Collateral Vehicles. The Master Collateral Agent shall, within one (1) Business Day after receipt thereof, notify the Master Servicer when funds are deposited in the Master Collateral Account or the Collateral Account and the amount of such funds and promptly thereafter, but in no event more than two (2) Business Days after the receipt of such notice from the Master Collateral Agent, the Master Servicer shall instruct the Master Collateral Agent in writing (upon which instruction the Master Collateral Agent is entitled to conclusively rely) with respect to funds received hereunder as to (i) the aggregate amount thereof which represents payments or other proceeds arising from a Group of Segregated Collateral and the Related Vehicles and Related Master Collateral of each

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Beneficiary, (ii) upon the occurrence and during the continuance of a Default and as needed under clause (d) or (e) below or, in the sole judgment of the Master Servicer, as otherwise needed, the dollar amount thereof that is derived from Lessee Grantor Master Collateral and from RCFC Master Collateral, (iii) the dollar amount of Sublease payments, insurance payments, warranty payments and other payments, as set forth below, in each case relating to Master Collateral Vehicles, which, so long as no Default under the related Financing Documents has occurred and is continuing or would result therefrom may be withdrawn from the Master Collateral Account and distributed to the applicable Lessee Grantor, (iv) the dollar amount of funds not constituting Master Collateral (which may be distributed at any time to the Person entitled thereto), and (v) any additional information provided by the Master Servicer pursuant to and in accordance with Section 24.4(a) of the Lease. The Master Collateral Agent shall promptly after receipt of instructions from the Master Servicer (upon which instructions the Master Collateral Agent may conclusively rely), but in no event later than ten (10) days after any payments or proceeds are first received into the Collateral Account or Master Collateral Account, distribute or cause to be distributed to the correct Group Collateral Account, QI Account, Collection Account or other account designated by the Benefici