8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 23, 2007

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13647	73-1356520
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 23, 2007, Rental Car Finance Corp. (the “Company”), a special purpose financing subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation, issued the Series 2007-1 Floating Rate Rental Car Asset Backed Notes, Class A (the “Offered Securities”) totaling $500 million to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Dresdner Kleinwort Securities LLC, and Scotia Capital (USA) Inc. (each an “Initial Purchaser” and together, the “Initial Purchasers”). The Offered Securities were issued pursuant to a supplement to the Company’s indenture with Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Offered Securities have a five year term, but are subject to acceleration upon the occurrence of adverse events such as nonpayment of interest and principal and insufficient collateral. Collateral for the Offered Securities includes vehicles, vehicle leases, manufacturer receivables and cash, and other credit support is furnished in the form of a letter of credit issued by Credit Suisse. Payment of interest and principal on the Offered Securities is insured by a financial guaranty insurance policy issued by Financial Guaranty Insurance Company. The Initial Purchasers, the Trustee and Credit Suisse or their respective affiliates are also participants in other credit facilities of DTG and subsidiaries.

The foregoing description of the issuance of the Offered Securities is qualified in its entirety by reference to the documents attached hereto as Exhibits 4.176 through Exhibit 4.178 and are incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Information responsive to this Item is incorporated by reference from the responses made in Item 1.01.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

4.176 Series 2007-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas

4.177 Enhancement Letter of Credit Application and Agreement dated as of May 23, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Credit Suisse

4.178 Financial Guaranty Insurance Policy No. 07030024 issued by Financial Guaranty Insurance Company to Deutsche Bank Trust Company Americas for the benefit of the Series 2007-1 Noteholders

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

May 29, 2007 By: /s/ STEVEN B. HILDEBRAND

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

4.176 Series 2007-1 Supplement dated as of May 23, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas

4.177 Enhancement Letter of Credit Application and Agreement dated as of May 23, 2007 among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Credit Suisse

4.178 Financial Guaranty Insurance Policy No. 07030024 issued by Financial Guaranty Insurance Company to Deutsche Bank Trust Company Americas for the benefit of the Series 2007-1 Noteholders

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EX-4

Exhibit 4.176

EXECUTION VERSION

RENTAL CAR FINANCE CORP.,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

______________________

SERIES 2007-1 SUPPLEMENT

dated as of May 23, 2007

to

AMENDED AND RESTATED BASE INDENTURE

dated as of February 14, 2007

Rental Car Asset Backed Notes, Series 2007-1

TABLE OF CONTENTS

Page

ARTICLE 1.
DESIGNATION

Section 1.1 Designation 1

ARTICLE 2.
DEFINITIONS AND CONSTRUCTION

Section 2.1 Definitions and Construction 3

ARTICLE 3.
GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1 Grant of Security Interest 39

ARTICLE 4.
ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.6 Establishment of Group IV Collection Account, Series 2007-1 Collection

Accrued Interest Account. 42

Section 4.7 Allocations with Respect to the Series 2007-1 Notes 43

Section 4.8 Monthly Payments 49

Section 4.9 Deposits, Draws and Claims in Respect of Payment of Note Interest 51

Section 4.10 Deposits, Draws and Claims in Respect of Payment of Note Principal 52

Section 4.11 Retained Distribution Account 56

Section 4.12 Series 2007-1 Distribution Account 56

Section 4.13 The Master Servicer’s Failure to Instruct the Trustee to Make a Deposit or

Payment 57

Section 4.14 Lease Payment Loss Draw on Series 2007-1 Letter of Credit 58

Section 4.15 Claim Under the Demand Note 58

Section 4.16 Series 2007-1 Letter of Credit Termination Demand 59

Section 4.17 The Series 2007-1 Cash Collateral Account 61

Section 4.18 Application of Cash Liquidity Amount; Restrictions on Amounts Drawn

Under Series 2007-1 Letter of Credit 63

Section 4.19 Claims on Series 2007-1 Policy 64

Section 4.20 Exchange of Vehicles 65

Section 4.21 Deficiencies in Payments 66

Section 4.22 Appointment of Trustee to Hold Letter of Credit 66

Section 4.23 Series 2007-1 Interest Rate Cap 67

ARTICLE 5.
AMORTIZATION EVENTS

Section 5.1 Series 2007-1 Amortization Events 68

Section 5.2 Waiver of Past Events 70

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ARTICLE 6.
COVENANTS

Section 6.1 Minimum Subordinated Amount 70

Section 6.2 Minimum Letter of Credit Amount 70

Section 6.3 Series 2007-1 Policy 70

Section 6.4 Series 2007-1 Interest Rate Cap 70

ARTICLE 7.
FORM OF SERIES 2007-1 NOTES

Section 7.1 Class A Notes 70

Section 7.2 Issuances of Additional Notes. 71

ARTICLE 8.
GENERAL

Section 8.1 Repurchase of Notes 72

Section 8.2 Payment of Rating Agencies’ Fees 72

Section 8.3 Exhibits 72

Section 8.4 Ratification of Base Indenture 73

Section 8.5 Counterparts 73

Section 8.6 Governing Law 73

Section 8.7 Amendments. 73

Section 8.8 Notice to Series 2007-1 Insurer and Rating Agencies 73

Section 8.9 Series 2007-1 Insurer Deemed Noteholder and Secured Party; Insurer

Default 74

Section 8.10 Assignment of Claims 74

Section 8.11 Third Party Beneficiary 75

Section 8.12 Prior Notice by Trustee to Series 2007-1 Insurer 75

Section 8.13 Subrogation 75

Section 8.14 Financed Vehicles. 75

Section 8.15 Termination. 76

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Schedule 1 - Maximum Manufacturer Percentages

Exhibit A-1 - Form of Rule 144A Global Class A Note

Exhibit A-2 - Form of Regulation S Global Class A Note

Exhibit B - Form of Demand Note

Exhibit C - Form of Notice of Series 2007-1 Lease Payment Losses

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THIS SERIES 2007-1 SUPPLEMENT, dated as of May 23, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and of the Base Indenture referred to below, this “Supplement”) between RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation (“RCFC” or the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), to the Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and the Trustee (as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

WITNESSETH:

WHEREAS, Sections 2.2, 2.3, 11.1 and 11.3 of the Base Indenture provide, among other things, that RCFC and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes;

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 agree as follows:

ARTICLE 1.

DESIGNATION

Section 1.1Designation.(a) There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Supplement and such Series of Notes shall be designated generally as Rental Car Asset Backed Notes, Series 2007-1. The Rental Car Asset Backed Notes, Series 2007-1, shall be issued in one class: the Class A Floating Rate Rental Car Asset Backed Notes, designated herein as the “Class A Notes”.

(b) The net proceeds from the sale of the Series 2007-1 Notes shall be deposited into the Group IV Collection Account, and shall be used on and after the Series 2007-1 Closing Date, to acquire Group IV Vehicles that are Acquired Vehicles from certain Eligible Manufacturers, Auctions or otherwise or to refinance the same and, in certain circumstances, to pay principal on amortizing Group IV Series of Notes other than the Series 2007-1 Notes.

(c) The Series 2007-1 Notes are a Segregated Series of Notes (as more fully described in the Base Indenture) and are hereby designated as a “Group IV Series of Notes”. On March 28, 2006, RCFC and the Trustee also entered into a supplement (as amended by that certain Amendment No. 1, dated as of February 14, 2007, and that certain Amendment No. 2, dated as of May 23, 2007, and as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2006-1 Supplement”) to the Base Indenture pursuant to which RCFC issued a segregated Series of Notes (the “Series 2006-1 Notes”) designated as a “Group IV Series of Notes.” The Issuer may, with the prior written consent of the Series 2007-1 Insurer, from time to time issue additional segregated Series of Notes (the Series 2006-1 Notes, the 2007-1 Notes and any such additional

Series, each, a “Group IV Series of Notes” and, collectively, the “Group IV Series of Notes”) that the related Series Supplements will indicate are entitled to share, together with the Series 2006-1 Notes, Series 2007-1 Notes and any other Group IV Series of Notes, in the Group IV Collateral and any other Collateral and Master Collateral designated as security for the Series 2006-1 Notes, the Series 2007-1 Notes and such other Group IV Series of Notes under this Supplement, the Series Supplement related to the Series 2006-1 Notes, the Series Supplement related to such other Group IV Series of Notes and the Master Collateral Agency Agreement. Accordingly, all references in this Supplement to “all” Series of Notes (and all references in this Supplement to terms defined in the Base Indenture that contain references to “all” Series of Notes) shall refer to all Group IV Series of Notes.

(d) If, notwithstanding the foregoing provisions of this Section 1.1 and the provisions of Section 2.2 of the Master Collateral Agency Agreement, the Series 2007-1 Notes are determined by any court to be secured by collateral, other than the Group IV Collateral and any other collateral designated as security for the Series 2007-1 Notes (and, as applicable, any other Series of Group IV Notes) under this Supplement or any other supplement to the Base Indenture relating to the issuance of any other Series of Group IV Notes thereunder or under the Master Collateral Agency Agreement or any other Related Document (such collateral other than as specified, the “Non-Group IV Collateral”), then the interest of the Series 2007-1 Noteholders in such Non-Group IV Collateral shall be subordinate in all respects to the interests of the Noteholders of the Series of Notes (other than with respect to collections designated by RCFC as shared collections allocable to the Series 2007-1 Notes) to which such Non-Group IV Collateral was pledged by the terms of the Base Indenture, the Master Collateral Agency Agreement or any other Related Document. The following shall govern the interpretation and construction of the provisions of this Supplement: (i) this Section 1.1(d) is intended to constitute a subordination agreement under New York law and for purposes of Section 510(a) of the Bankruptcy Code, (ii) the subordination provided for in this Section 1.1(d) is intended to and shall be deemed to constitute a “complete subordination” under New York law, and, as such, shall be applicable whether or not the Issuer or any Series 2007-1 Noteholder is a debtor in a case (a “bankruptcy case”) under the Bankruptcy Code (or any amended or successor version thereof), (iii) (A) any reference to the Series 2007-1 Notes shall include all obligations of the Issuer now or hereafter existing under each of such Series 2007-1 Notes, whether for principal, interest, fees, expenses or otherwise, and (B) without limiting the generality of the foregoing, “interest” owing on the Series 2007-1 Notes shall expressly include any and all interest accruing after the commencement of any bankruptcy case or other insolvency proceeding where the Issuer is the debtor, notwithstanding any provision or rule of law (including, without limitation, 11 U.S.C. §§ 502, 506(b) (1994) (or any amended or successor version thereof)) that might restrict the rights of any holder of an interest in the Series 2007-1 Notes, as against the Issuer or any one else, to collect such interest, (iv) “payments” prohibited under the subordination provisions of this Section 1.1(d) shall include any distributions of any type, whether cash, other debt instruments, or any equity instruments, regardless of the source thereof, and (v) the holder of any interest in the Series 2007-1 Notes retains such holder’s right, under 11 U.S.C. § 1126 (1994) (or any amended or successor version thereof), to vote to accept or reject any plan of reorganization proposed for the Issuer in any subsequent bankruptcy of the Issuer; provided, however, that, regardless of any such vote or of the exercise of any other rights such holder (or its agents) may have under the Bankruptcy Code, and without limiting the generality of the other clauses of this Section 1.1 (d), any distributions that such holder is to receive on account of such holder’s

 

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interest in the Series 2007-1 Notes under any such plan of reorganization, from the Issuer, from any collateral, from any guarantor, or from any other source shall be subordinated in right of payment as set forth herein and shall instead be distributed in the order of priority set forth herein.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Section 2.1Definitions and Construction.    (a) All capitalized terms not otherwise defined in this Supplement are defined in the Definitions List attached to the Base Indenture as Schedule 1 thereto (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms of the Base Indenture, the “Definitions List”). All capitalized terms defined in this Supplement that are also defined in the Definitions List to the Base Indenture shall, unless the context otherwise requires, have the meanings set forth in this Supplement. All references to “Articles”, “Sections” or “Subsections” herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2007-1 Notes and not to any other Series of Notes issued by RCFC. In addition, with respect to the Series 2007-1 Notes, (i) references in the Base Indenture to (A) the “Lease” shall be deemed to refer to the Master Lease, (B) “Lessee” shall be deemed to refer to any or all of the Lessees under the Master Lease, and (C) “Servicer” shall be deemed to refer to the Master Servicer, (ii) when the terms “Lease,” “Lessee” or “Servicer” are embedded in a defined term within the Base Indenture, they shall be deemed to refer to the corresponding concept described in clauses (A) through (C), as applicable, except in each case as otherwise specified in this Supplement or as the context may otherwise require, and (iii) any references to Notes of a Series in the Base Indenture shall be deemed to refer only to Notes of any Group IV Series of Notes.

(b) The following words and phrases shall have the following meanings with respect to the Series 2007-1 Notes, and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Accumulated Principal Draw Amount” means, with respect to draws made under the Series 2007-1 Letter of Credit during any Insolvency Period, the total amount with respect to such draws allocated to the Series 2007-1 Noteholders pursuant to Section 4.10(c) during such Insolvency Period.

“Acquired Vehicles” means any Eligible Vehicles acquired by RCFC and leased by RCFC to any of the Lessees under Annex A of the Master Lease.

“Additional Depreciation Charge” means, with respect to each Non-Program Vehicle leased under the Master Lease as of the last day of the Related Month, an amount (which may be zero) allocated to such Non-Program Vehicle by the Master Servicer such that the sum of such amounts with respect to all Non-Program Vehicles shall be equal to the amount, if any, by which (i) the aggregate Net Book Value of all such Non-Program Vehicles exceeds (ii) the three

 

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(3) month rolling average of the aggregate Market Value of such Non-Program Vehicles determined as of such day and the first day of each of the two (2) calendar months preceding such day.

“Additional Lessee” has the meaning specified in Section 28 of the Master Lease.

“Additional Notes” means additional Series 2007-1 Notes issued pursuant to Section 7.2 of this Supplement.

“Aggregate Asset Amount” means, with respect to the Series 2007-1 Notes, on any date of determination, without duplication, the sum of (i) the Net Book Value of all Group IV Vehicles as of such date with respect to which the applicable Vehicle Lease Expiration Date has not occurred, plus (ii) the Exchange Agreement Group IV Rights Value as of such date, plus (iii) all Manufacturer Receivables, as of such date, due to RCFC or any Lessee from Eligible Manufacturers (other than any Eligible Manufacturers that are IR BIG Manufacturers as of such date) under and in accordance with their respective Eligible Vehicle Disposition Programs, or from Eligible Manufacturers (other than any Eligible Manufacturers that are IR BIG Manufacturers as of such date) as Incentive Payments, allowances, premiums, supplemental payments or otherwise, in each case with respect to Group IV Vehicles at any time owned, financed or refinanced by RCFC, or with respect to amounts otherwise transferred to RCFC, and pledged to the Master Collateral Agent, constituting Group IV Collateral plus (iv) all amounts (without double counting amounts specified in clause (iii) above) receivable, as of such date, by RCFC or any Lessee from any Person in connection with the Auction, sale or other disposition of Group IV Vehicles, plus (v) all accrued and unpaid Monthly Base Rent and Monthly Supplemental Payments (without double counting amounts specified in clauses (iii) and (iv) above) payable as of such date in respect of the Group IV Vehicles, plus (vi) cash and Permitted Investments on deposit as of such date in the Group IV Collection Account (less any portion thereof allocated under any Series Supplement for a Group IV Series of Notes to the Retained Interest), plus (vii) cash and Permitted Investments as of such date constituting Group IV Collateral and cash and Permitted Investments as of such date in the Master Collateral Account constituting Group IV Master Collateral.

“Aggregate BIG Individual Manufacturer Concentration Excess” means, as of any date of determination, the sum of the BIG Individual Manufacturer Concentration Excess, if any, for each BIG Manufacturer (other than a HC BIG Manufacturer or Bankrupt Manufacturer) as of such date.

“Annual Certificate” is defined in Section 24.4(g) of the Master Lease.

“Asset Amount Deficiency” means, with respect to the Series 2007-1 Notes as of any date of determination, the amount, if any, by which the Required Asset Amount exceeds the Aggregate Asset Amount, in each case, as of such date of determination.

“Assignment Agreement” has the meaning specified in the Master Collateral Agency Agreement.

 

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“Auction Procedures” means, with respect to any Program Vehicle, the terms governing the disposition of such Program Vehicles under the applicable Vehicle Disposition Program.

“Authorized Officer” means (a) as to RCFC, any of its President, any Vice President, the Treasurer or an Assistant Treasurer, the Secretary or any Assistant Secretary and (b) as to DTAG (including in its capacity as the Master Servicer), DTG Operations (including in its capacities as a Lessee and as a Servicer), any Additional Lessee or additional Servicer, those officers, employees and agents of DTAG, DTG Operations, such Additional Lessee or such other Servicer, as the case may be, in each case whose signatures and incumbency shall have been certified as the authentic signatures of duly qualified and elected persons authorized to act on behalf of such entities.

“Availability Payment” is defined in Section 5.2 of the Master Lease.

“Available Draw Amount”means (i) on any day prior to the occurrence of a Voluntary Insolvency Event or an Involuntary Insolvency Event, the Series 2007-1 Letter of Credit Amount on such day, less the difference, if positive, between the Minimum Liquidity Amount on such day and the Cash Liquidity Amount, if any, on such day and (ii) on any day on and after the occurrence of a Voluntary Insolvency Event or an Involuntary Insolvency Event or on and after the Series 2007-1 Termination Date, the Series 2007-1 Letter of Credit Amount on such day.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer (other than a HC BIG Manufacturer) for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that were manufactured by Manufacturers that are Bankrupt Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“Base Indenture” has the meaning set forth in the preamble hereto.

“BBB-/Baa3 Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that are Program Vehicles manufactured by Manufacturers that are BBB-/Baa3 Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“BBB-/Baa3 Program Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the BBB-/Baa3 Program Vehicle Percentage as of such date over 10%.

“BBB-/Baa3 Manufacturer” means, as of any day, each Eligible Manufacturer of a Program Vehicle that has a long-term unsecured debt rating of at least “Baa3” from Moody’s

 

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and at least “BBB-” from Standard & Poor’s, but which does not have a long-term unsecured debt rating of at least “Baa2” from Moody’s and at least “BBB” from Standard &Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of the entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) a Manufacturer is downgraded by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, then for purposes of this definition and each instance in which this definition is used in this Supplement, then such Manufacturer shall be deemed to be rated “Baa2” or “BBB”, as applicable, by the Rating Agency that downgraded such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Series 2007-1 Insurer notifies the Master Servicer of such downgrade or (b) the rating of a Manufacturer by Moody’s or Standard & Poor’s is withdrawn by such Rating Agency and, prior to such withdrawal, such Manufacturer was rated at least “Baa3” or “BBB-”, as applicable, by such Rating Agency, but not rated at least “Baa2” or “BBB”, as applicable, by such Rating Agency, then such Manufacturer shall be deemed to be rated “Baa3” or “BBB-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal and (ii) the date on which the Trustee or the Series 2007-1 Insurer notifies the Master Servicer of such withdrawal.

“BIG Individual Manufacturer Concentration” means, with respect to each BIG Manufacturer (other than the HC BIG Manufacturers and any Bankrupt Manufacturers) as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that were manufactured by such BIG Manufacturer as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“BIG Individual Manufacturer Concentration Excess” means, with respect to each BIG Manufacturer (other than the HC BIG Manufacturers and any Bankrupt Manufacturers) as of any date of determination, the excess of the BIG Individual Manufacturer Concentration with respect to such BIG Manufacturer as of such date over 30%.

“BIG Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “Baa3” from Moody’s and at least “BBB-” from Standard & Poor’s (including any Bankrupt Manufacturer); provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of the entity specified by the Rating Agencies shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by a Rating Agency is withdrawn by such Rating Agency or a Manufacturer is downgraded by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was an IG Manufacturer, then for purposes of this definition and each instance in which this definition is used in this Supplement, such Manufacturer shall be deemed to be rated “Baa3” or “BBB-”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded such Manufacturer for a period of thirty (30) days following the earlier of (i) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or

 

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downgrade and (ii) the date on which the Trustee or Series 2007-1 Insurer notifies the Master Servicer of such withdrawal or downgrade.

“BIG Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that were manufactured by Manufacturers that are BIG Manufacturers (other than the HC BIG Manufacturers and any Bankrupt Manufacturers) as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“BMW” means BMW of North America, LLC, a Delaware limited liability company, and all successors and assigns thereto.

“Board of Directors” means the Board of Directors of DTAG, RCFC or DTG Operations, as applicable, or any authorized committee of the Board of Directors.

“Carrying Charges” means, as of any day, (i) without duplication, the aggregate of all Trustee fees, servicing fees (other than supplemental servicing fees), Series 2007-1 Insurer Payments, Series 2007-1 Insurer Reimbursement Amounts, fees, expenses and costs payable by RCFC in connection with an Exchange Program, and other fees and expenses, premiums, breakage costs, increased costs, termination payments under any hedges, taxes, administrative costs and indemnity amounts, if any accrued and unpaid by the Lessor under the Base Indenture or the other Related Documents or other agreements with Enhancement Providers, if any, which have accrued with respect to the Series 2007-1 Notes during the Related Month, plus (ii) without duplication, all amounts described in clause (i) of this definition payable by the Lessees which have accrued during the Related Month.

“Carryover Controlled Amortization Amount” (as such term is used in Section 24.4(b) of the Master Lease) means, with respect to this Series, the Series 2007-1 Carryover Controlled Amortization Amount.

“Cash Liquidity Amount” means, at any time, the amount of funds, if any, set aside by RCFC in the Series 2007-1 Excess Funding Account as all or a portion of the Minimum Liquidity Amount at such time.

“Casualty” means, with respect to any Vehicle, that (i) such Vehicle is lost, stolen (and not recovered within sixty (60) days of being reported stolen), destroyed, damaged, seized or otherwise rendered permanently unfit or unavailable for use (including Vehicles that are rejected pursuant to Section 2.2 of the Master Lease), or (ii) such Vehicle is not accepted for Auction or repurchase by the Manufacturer in accordance with the related Vehicle Disposition Program for any reason within thirty (30) days of initial submission and is not designated a Non-Program Vehicle pursuant to Section 14 of the Master Lease (other than, in the case of clause (ii) above, the applicable Manufacturer’s willful refusal or inability to comply with its obligations under its Vehicle Disposition Program).

“Category 1 BBB-/Baa3 Program Vehicle Percentage” means, as of any date of determination, the lesser of (a) the BBB-/Baa3 Program Vehicle Percentage as of such date and (b) 10%.

 

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“Category 1 Vehicle Percentage” means, as of any date of determination, the sum of (a) the Non-BBB-/Baa3 IG Manufacturer Program Vehicle Percentage as of such date plus (b) the Category 1 BBB-/Baa3 Program Vehicle Percentage as of such date.

“Category 2 BIG Manufacturer Vehicle Percentage” means, as of any date of determination, the excess of the BIG Manufacturer Vehicle Percentage as of such date over the Aggregate BIG Individual Manufacturer Concentration Excess as of such date.

“Category 2 Vehicle Percentage” means, as of any date of determination, the sum of (a) the IG Manufacturer Non-Program Vehicle Percentage as of such date plus (b) the Category 2 BIG Manufacturer Vehicle Percentage as of such date.

“Category 3 Vehicle Percentage” means, as of any date of determination, the sum of (a) the HC BIG Manufacturer Vehicle Percentage as of such date plus (b) the Aggregate BIG Individual Manufacturer Concentration Excess as of such date plus (c) the Bankrupt Manufacturer Vehicle Percentage as of such date.

“Certificate of Credit Demand” means a certificate in the form of Annex A to the Series 2007-1 Letter of Credit.

“Certificate of Termination Demand” means a certificate in the form of Annex B to the Series 2007-1 Letter of Credit.

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

“Class A Notes” means any one of the Series 2007-1 Floating Rate Rental Car Asset Backed Notes, Class A, executed by RCFC and authenticated and delivered by or on behalf of the Trustee, substantially in the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached hereto. Definitive Class A Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.19 of the Base Indenture.

“Class A Rate” means, for any Series 2007-1 Interest Period, LIBOR plus 0.14% per annum; provided, however, that the Class A Rate shall in no event be higher than the maximum rate permitted by applicable law.

“Collections” means (i) all payments including, without limitation, all Recoveries and Lease Payment Recoveries, by, or on behalf of a Lessee under the Master Lease, (ii) all Credit Draws under the Series 2007-1 Letter of Credit and withdrawals from the Series 2007-1 Cash Collateral Account, (iii) all payments including, without limitation, all Recoveries, Lease Payment Recoveries, by, or on behalf of any Manufacturer, under its Vehicle Disposition Program or any incentive program in respect of Group IV Vehicles, (iv) the Unused Exchange Proceeds and all Substitute Group IV Exchanged Vehicle Proceeds, (v) all payments including, without limitation, all Recoveries and Lease Payment Recoveries, by, or on behalf of any other Person as proceeds from the sale of Group IV Vehicles and payment of insurance proceeds in respect of Group IV Vehicles, whether such payments are in the form of cash, checks, wire transfers or other forms of payment and whether in respect of principal, interest, repurchase price, fees, expenses or otherwise, (vi) all Interest Rate Cap Payments, and (vii) all amounts

 

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earned on Permitted Investments arising out of funds in the Group IV Collection Account and in the Master Collateral Account (to the extent allocable to the Trustee as Beneficiary thereunder for the benefit of the Series 2007-1 Noteholders); provided that the amount included in clauses (i) through (vii) shall not include any Exchange Proceeds until such time as RCFC is permitted to receive, pledge, borrow or otherwise obtain the benefits of such Exchange Proceeds consistent with the limitations set forth in the “safe harbor” provisions of Treasury Regulation Section 1.1031(k)-1(g)(6).

“Condition Report” means a condition report with respect to a Group IV Vehicle, signed and dated by a Lessee or a Franchisee and any Manufacturer or its agent in accordance with the applicable Vehicle Disposition Program.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Vehicle Disposition Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of the assumption, all amounts due from the Bankrupt Manufacturer under the Vehicle Disposition Program have been paid and all other defaults by the Bankrupt Manufacturer under the Vehicle Disposition Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Vehicle Disposition Program (and the related Assignment Agreements) on substantially the same or better terms for the Manufacturer’s customers and covering vehicles with substantially the same characteristics as the vehicles covered by the Bankrupt Manufacturer’s Vehicle Disposition Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an Event of Bankruptcy including any such Vehicles that remain subject to the Master Lease (but which may cover additional vehicles) and, at the time of the execution and delivery of the new post-petition Eligible Vehicle Disposition Program, all amounts due and payable by the Bankrupt Manufacturer under the Vehicle Disposition Program have been paid and all other defaults by the Bankrupt Manufacturer under the Vehicle Disposition Program have been cured.

“Credit Demand” means a demand for a LOC Credit Disbursement under the Series 2007-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“Credit Draw” means a draw on the Series 2007-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“Daewoo” means Daewoo Motor America, Inc., a Delaware corporation.

“Daily Report” is defined in Section 24.4(a) of the Master Lease.

“DaimlerChrysler” means DaimlerChrysler Motors Company LLC, a Delaware limited liability company.

“Defaulting Manufacturer” is defined in Section 18 of the Master Lease.

 

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“Demand Note” means that certain Demand Note, dated as of May 23, 2007 made by DTAG to RCFC in substantially the form attached as Exhibit B to this Supplement.

“Depreciation Charge” means, for any date of determination, (a) with respect to any Program Vehicle leased under the Master Lease with respect to Group IV Vehicles, the scheduled daily depreciation charge for such Vehicle set forth by the Manufacturer in its Vehicle Disposition Program for such Vehicle, and (b) with respect to any Non-Program Vehicle leased under the Master Lease with respect to Group IV Vehicles, (i) the scheduled daily depreciation charge for such Vehicle set forth by the Servicer in the Depreciation Schedule for such Vehicle plus (ii) as of the last day of the Related Month, the Additional Depreciation Charge, if any, allocable to such Non-Program Vehicle on such day (which Additional Depreciation Charge shall, for purposes of determining the Monthly Base Rent payable on such day, be deemed to have accrued during the Related Month). If such charge is expressed as a percentage, the Depreciation Charge for such Vehicle for such day shall be such percentage multiplied by the Capitalized Cost for such Vehicle.

“Depreciation Schedule” means a schedule of estimated daily depreciation prepared by the applicable Servicer, and revised from time to time in the applicable Servicer’s sole discretion, with respect to each type of Non-Program Vehicle that is an Eligible Vehicle and that is purchased, financed or refinanced by RCFC.

“Disposition Proceeds” shall have the meaning specified in the Base Indenture and shall specifically include Substitute Group IV Exchanged Vehicle Proceeds and the proceeds from Group IV Exchanged Vehicles.

“Dollar” means Dollar Rent A Car, Inc., an Oklahoma corporation.

“DTG Operations” means DTG Operations, Inc., an Oklahoma corporation.

“DTAG” means Dollar Thrifty Automotive Group, Inc., a Delaware corporation.

“Eligible Manufacturer” means, with respect to Program Vehicles, DaimlerChrysler, General Motors, Ford and Toyota, and with respect to Non-Program Vehicles, DaimlerChrysler, General Motors, Ford, Nissan, Volkswagen, Toyota, Honda, Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Daewoo, Hyundai, BMW, Jaguar, and Mercedes-Benz as set forth in Schedule 1 hereto (as such schedule, subject to the Rating Agency Condition and receiving the prior written consent of each Enhancement Provider, may be amended, supplemented, restated or otherwise modified from time to time), and, in each case, any other Manufacturer that (a) has an Eligible Vehicle Disposition Program that has been reviewed by the Rating Agencies and the Rating Agency Condition is satisfied with respect to the inclusion of such Manufacturer’s Vehicles under the Master Lease (or any other Lease with respect to Group IV Vehicles), and (b) has been approved in writing by each Enhancement Provider, if any; provided, however, that upon the occurrence of a Manufacturer Event of Default with respect to such Manufacturer, such Manufacturer shall no longer qualify as an Eligible Manufacturer; and provided, further, that a Manufacturer may be an Eligible Manufacturer with respect to Non-Program Vehicles, if it otherwise meets the eligibility criteria, even if its disposition program does not qualify as an Eligible Vehicle Disposition Program.

 

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“Eligible Receivable” means a legal, valid and binding receivable (a) due from any Eligible Manufacturer or Auction dealer under an Eligible Vehicle Disposition Program to RCFC, a Lessee or a creditor of RCFC or such Lessee, (b) in respect of a Program Vehicle purchased by such Eligible Manufacturer, which absent such purchase, would have constituted an Eligible Vehicle with respect to which the Lien of the Master Collateral Agent was noted on the Certificate of Title at the time of purchase, and (c) the right to payments in respect of which has been assigned by the payee thereof to the Master Collateral Agent for the benefit of the relevant Beneficiaries.

“Eligible Vehicle” means, on any date of determination, a Group IV Vehicle manufactured by an Eligible Manufacturer (determined at the time of the acquisition, financing or refinancing thereof) and satisfying any further eligibility requirements specified by the Rating Agencies or in any Series Supplement for a Group IV Series of Notes (other than with respect to the Maximum Non-Program Percentage and the Maximum Manufacturer Percentage), or with respect to which all such eligibility requirements not otherwise satisfied have been duly waived by the Required Beneficiaries in accordance with the terms of the applicable Series Supplement (if such waiver is permitted thereby); provided, however, that in no event may a Group IV Vehicle be an Eligible Vehicle after (x) in the case of a Program Vehicle, the expiration of the applicable Maximum Term (unless such Vehicle has been designated as a Non-Program Vehicle pursuant to Section 14 of the Master Lease), or (y) in the case of a Non-Program Vehicle, the expiration of the applicable Maximum Vehicle Lease Term under the Master Lease.

“Enhancement Amount” means the sum, without duplication, of (a) the Series 2007-1 Available Subordinated Amount, plus (b) the Series 2007-1 Letter of Credit Amount, plus (c) the Cash Liquidity Amount, if any.

“Enhancement Letter of Credit Application and Agreement” means the Enhancement Letter of Credit Application and Agreement, dated as of May 23, 2007, among DTG Operations, those additional Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG and the Series 2007-1 Letter of Credit Provider, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Enhancement Provider” means, with respect to the Series 2007-1 Notes, each of the Series 2007-1 Letter of Credit Provider and the Series 2007-1 Insurer.

“Escrow Account” means a segregated trust account established, consistent with the requirements of the “safe harbor” provisions of Treasury Regulations Sections 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 and other funds with which to purchase Group IV Replacement Vehicles.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if (a) a case or other proceeding shall be commenced without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or

 

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any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and any such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the Bankruptcy Code or any other similar law now or hereafter in effect; or (b) such Person shall commence a voluntary case or other proceeding under the Bankruptcy Code or any applicable insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or (c) a corporation or similar entity or its board of directors shall vote to implement any of the actions set forth in clause (b) above.

“Excess Damage Charges” means, with respect to any Program Vehicle, the amount charged to RCFC (or the applicable Lessee), or deducted from the Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle due to damage over a prescribed limit to such Vehicle at the time that such Vehicle is disposed of at Auction or turned in to such Manufacturer or its agent for repurchase, in either case pursuant to the applicable Vehicle Disposition Program.

“Excess Funding Accounts” means, collectively, as of any date, the Series 2007-1 Excess Funding Account and the corresponding account or accounts designated as such with respect to each additional Group IV Series of Notes as of such date.

“Excess Mileage Charges” means, with respect to any Program Vehicle, the amount charged to RCFC (or the applicable Lessee), or deducted from the Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle due to the fact that such Vehicle has mileage over a prescribed limit at the time that such Vehicle is disposed of at Auction or turned in to such Manufacturer or its agent for repurchase, in either case pursuant to the applicable Vehicle Disposition Program.

“Exchange Agreement” means the Master Exchange and Trust Agreement dated as of July 23, 2001 among the Qualified Intermediary, RCFC, the Lessees, 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 Sections 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 Group IV Rights Value” means the value of the Group IV Assignment of Exchange Agreement, which value shall be deemed to equal as of any given time the amount of the Exchange Proceeds at such time.

“Exchange Date” means the date which is the fortieth (40^th) day after the completion of the distribution of the Series 2007-1 Notes.

 

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“Exchange Proceeds” means as of any given time the sum of (i) the money or other property from the sale of any Group IVExchanged Vehicle that is held in an Escrow Account as of such time, (ii) any interest or other amounts earned on the money or other property from the sale of any Group IV Exchanged Vehicles that is held in an Escrow Account 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 Group IV Exchanged Vehicles; (iv) the money or other property from the sale of any Group IV Exchanged Vehicle 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 Group IV Exchanged Vehicle 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 and each Lessee will exchange Group IV Exchanged Vehicles for Group IV Replacement Vehicles with the intent of qualifying for deferral of gain or loss under Section 1031 of the Code.

“Financed Vehicle” means an Eligible Vehicle that is financed by RCFC and leased to a Lessee under Annex B to the Master Lease on or after the Lease Commencement Date.

“Financing Lease” means the Master Lease as supplemented by Annex B to the Master Lease.

“Financing Sources” has the meaning specified in the Master Collateral Agency Agreement.

“Fitch” means Fitch, Inc.

“Ford” means Ford Motor Company, a Delaware corporation.

“General Motors” means General Motors Corporation, a Delaware corporation.

“Group IV Aggregate Invested Amount” means the sum of the Invested Amounts with respect to all Group IV Series of Notes then outstanding.

“Group IV Assignment of Exchange Agreement” means the Collateral Assignment of Exchange Agreement, dated as of March 28, 2006, by and among RCFC, DTG Operations and the Master Collateral Agent pursuant to which each of RCFC and DTG Operations assigns (consistent with the limitations on RCFC’s or DTG Operations’, 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 Section 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 Collateral” means the Master Lease and all payments made thereunder, the Group IV Vehicles, the rights under Vehicle Disposition Programs in respect of

 

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Group IV Vehicles, any other Group IV Master Collateral, Master Lease Collateral or other Collateral related to Group IV Vehicles, the Group IV Collection Account and all proceeds of the foregoing.

“Group IV Collection Account” has the meaning specified in Section 4.6(a) of this Supplement.

“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 Section 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 Master Collateral” means all right, title and interest of RCFC or DTG Operations in Group IV Vehicles and proceeds thereof, the other Master Collateral designated or segregated for the Trustee as Beneficiary on behalf of any Group IV Series of Notes or with respect to Group IV Vehicles and proceeds thereof, the Group IV Assignment of Exchange Agreement, and any other collateral or proceeds that the Master Collateral Agent has designated or segregated for the benefit of the Group IV Series of Notes; provided that the Group IV Master Collateral shall not include any QI Group IV Master Collateral, including Exchange Proceeds until such time as RCFC or DTG Operations, as the case may be, is permitted to receive, pledge, borrow or otherwise obtain the benefits of such Exchange Proceeds consistent with the limitations set forth in the “safe harbor” provisions of Treasury Regulation Section 1.1031(k)-1(g)(6).

“Group IV Monthly Servicing Fee” means, on any date of determination, 1/12 of 1% of the Group IV Aggregate Invested Amount as of the preceding Payment Date, after giving effect to any payments or allocations made on such date; provided, however, that if a Rapid Amortization Period shall occur and be continuing with respect to any Group IV Series of Notes and if DTAG or one of its Affiliates is no longer the Master Servicer, the Group IV Monthly Servicing Fee shall equal the greater of (x) the product of (i) $20 and (ii) the number of Group IV Vehicles as of the last day of the Related Month, and (y) the amount described in the first clause of this definition.

“Group IV Noteholders” has the meaning specified in Section 3.1(a) hereof.

“Group IV Replacement Vehicle” means an Eligible 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.

“Group IV Series of Notes” has the meaning specified in Section 1.1(c) hereof.

“Group IV Supplemental Servicing Fee” is defined in Section 26.1 of the Master Lease.

“Group IV Vehicle” means, as of any date, a passenger automobile or truck leased by RCFC to a Lessee under the Master Lease as of such date, designated in the records of the Master Collateral Agent as a Group IV Vehicle, and pledged by RCFC under the Master

 

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Collateral Agency Agreement for the benefit of the Trustee (on behalf of the Group IV Noteholders).

“HC BIG Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that were manufactured by a Manufacturer that is an HC BIG Manufacturer as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“HC BIG Manufacturers” means, as of any date of determination, the two BIG Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such BIG Manufacturers as of such date.

“Honda” means American Honda Motor Company, Inc., a California corporation.

“Hyundai” means Hyundai Motor America, a California corporation.

“IG Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date has a long-term unsecured debt rating of at least “Baa3” from Moody’s and at least “BBB-” from Standard & Poor’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s or Standard & Poor’s, then the rating of the entity specified by the Rating Agencies shall apply for purposes of this definition.

“IG Manufacturer Non-Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that are Non-Program Vehicles manufactured by Manufacturers that are IG Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“IG Manufacturer Program Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the aggregate Net Book Value of all Group IV Vehicles that are Program Vehicles manufactured by Manufacturers that are IG Manufacturers as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“Initial Purchasers” means, collectively, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, ABN AMRO Incorporated, BNP Paribas Securities Corp., Dresdner Kleinwort Securities LLC and Scotia Capital (USA) Inc.

“Insolvency Event Reallocated Amount” means, with respect to any Insolvency Period, the difference, if positive, between (a) the Minimum Liquidity Amount as of the related Insolvency Period Commencement Date and (b) the sum of (1) the Series 2007-1 Letter of Credit Amount as of the related Insolvency Period Commencement Date, and (2) the amount on deposit in the Series 2007-1 Cash Collateral Account as of the related Insolvency Period Commencement Date; provided, however, that at no time may the Insolvency Event Reallocated Amount be less than zero.

“Insolvency Period” has the meaning specified in Section 4.18(b) hereof.

 

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“Insolvency Period Commencement Date” means with respect to any Insolvency Period, the date on which the related Event of Bankruptcy shall have occurred (without giving effect to any grace period set forth in the definition of “Event of Bankruptcy” set forth in the Base Indenture).

“Insurance Agreement” means the Insurance Agreement, dated as of May 23, 2007, among RCFC, the Trustee and the Series 2007-1 Insurer, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, pursuant to which the Series 2007-1 Insurer will agree to issue the Series 2007-1 Policy.

“Insured Interest Shortfall” has the meaning specified in Section 4.19(e) of this Supplement.

“Insurer Default” means (i) any failure by the Series 2007-1 Insurer to pay a demand for payment in accordance with the requirements of the Series 2007-1 Policy on the date such payment was required to be made and (ii) the occurrence of an Event of Bankruptcy with respect to the Series 2007-1 Insurer.

“Interest Allocation Shortfall” has the meaning specified in Section 4.9(a) hereof.

“Interest Rate Cap Payment” means, with respect to any Payment Date, the amount payable on such Payment Date by the Qualified Interest Rate Cap Provider to the Series 2007-1 Collection Account with the Trustee pursuant to the Series 2007-1 Interest Rate Cap.

“Invested Amount” means, on any date of determination, with respect to the Series 2007-1 Notes, the Series 2007-1 Invested Amount, and with respect to each other Series of Notes, the amount specified in the applicable Series Supplement that is analogous to the Series 2007-1 Invested Amount but for such series.

“Involuntary Insolvency Event” means the occurrence of an involuntary case or proceeding commencing against DTAG or any Lessee seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any substantial part of its property.

“IR BIG Manufacturer” means, as of any date of determination, each BIG Manufacturer as of such date, provided that any BIG Manufacturer may be excluded from this definition by the Issuer upon written notice to the Trustee, the Series 2007-1 Insurer and the Rating Agencies and both the satisfaction of the Rating Agency Condition with respect to such exclusion and the written consent of the Series 2007-1 Insurer to such exclusion.

“Issuer” has the meaning specified in the preamble hereto.

“Isuzu” means American Isuzu Motors, Inc., a California corporation.

“Jaguar” means Jaguar Cars Limited, a Division of Ford Motor Company, and all successors and assigns thereto.

 

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“Kia” means Kia Motors America, Inc., a California corporation.

“Late Return Payments” is defined in Section 13 of the Master Lease.

“Lease Annex” means Annex A or Annex B to the Master Lease, as applicable, as such annex may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms of the Master Lease.

“Lease Commencement Date” has the meaning specified in Section 3.2 of the Master Lease.

“Lease Event of Default” is defined in Section 17.1 of the Master Lease.

“Lease Expiration Date” is defined in Section 3.2 of the Master Lease.

“Lease Payment Losses” means, as of any Payment Date, (a) the amount of payments due under the Master Lease with respect to the Related Month which were not paid by the Lessees or the Guarantor when due (for purposes of calculating Lease Payment Losses, payments made by application of amounts drawn on the Series 2007-1 Letter of Credit or amounts withdrawn from the Series 2007-1 Excess Funding Account shall not be deemed to have been paid when due) and (b) the amount of any payments made under the Master Lease that were reclaimed, rescinded or otherwise returned and constituting a voidable preference pursuant to the Bankruptcy Code during such Related Month.

“Lease Payment Recoveries” means, as of any Payment Date, an amount equal to all payments made by each Lessee or the Guarantor under the Master Lease since the preceding Payment Date on account of past due payments under the Master Lease, which amounts were previously treated as Lease Payment Losses, but excluding any amounts drawn under the Series 2007-1 Letter of Credit or withdrawn from the Series 2007-1 Excess Funding Account.

“Lessee” means either DTG Operations in its capacity as a Lessee under the Master Lease, any Additional Lessee, or any successor by merger to DTG Operations or any Additional Lessee, in accordance with Section 25.1 of the Master Lease, or any other permitted successor or assignee of DTG Operations in its capacity as Lessee, or of any Additional Lessee, pursuant to Section 16 of the Master Lease.

“Lessee Agreements” means any and all Subleases entered into by any of the Lessees the subject of which includes any Vehicle leased by the Lessor to such Lessee under the Master Lease, and any and all other contracts, agreements, guarantees, insurance, warranties, instruments or certificates entered into or delivered to such Lessee in connection therewith.

“Lessor” means RCFC, in its capacity as the lessor under the Master Lease, and its successors and assigns in such capacity.

“LIBOR” means, in respect of the determination of the Class A Rate, which is in each case a floating interest rate, “LIBOR” for each Series 2007-1 Interest Period will be determined by the Trustee as follows:

 

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(i)On the second London Banking Day prior to the Interest Reset Date for such Series 2007-1 Interest Period (a “LIBOR Determination Date”), until the principal amount of the Class A Notes is paid in full, the Trustee will determine the London interbank offered rate for U.S. Dollar deposits for the period of the applicable Index Maturity that appears on Reuters Screen LIBOR 01 Page as it relates to U.S. Dollars as of 11:00 a.m., London time. For purposes of calculating “LIBOR”, “London Banking Day” means any Business Day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

(ii)If on any LIBOR Determination Date, such rate does not appear on Reuters Screen LIBOR 01 Page, the Trustee will request the principal London offices of each of the Reference Banks in the London interbank market selected by the Trustee to provide the Trustee with offered quotations for deposits in U.S. Dollars for the period of the specified Index Maturity, commencing on such Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to an amount of not less than $250,000 that is representative of a single transaction in such market at such time. If at least two such quotations are provided, “LIBOR” for such Series 2007-1 Interest Period will be the arithmetic mean of such quotations.

(iii)If fewer than two such quotations are provided, “LIBOR” for such Series 2007-1 Interest Period will be the arithmetic mean of rates quoted by the Major Banks in The City of New York selected by the Trustee at approximately 11:00 a.m., New York City time, on such LIBOR Determination Date for loans in U.S. Dollars to leading European banks, for the period of the specified Index Maturity, commencing on such Interest Reset Date, and in a principal amount equal to an amount of not less than $250,000 that is representative of a single transaction in the market at such time; provided, however, that if the banks selected as aforesaid by such Trustee are not quoting rates as mentioned in this sentence, “LIBOR” for such Series 2007-1 Interest Period will be the same as “LIBOR” for the immediately preceding Series 2007-1 Interest Period.

The “Interest Reset Date” will be the first day of the applicable Series 2007-1 Interest Period. The “Index Maturity” for the Class A Notes means in each case one month; provided that, for the first Series 2007-1 Interest Period, LIBOR will be determined by the following formula:

x + 3/30 multiplied by (y-x)

where:

x = LIBOR determined in the manner set forth above for an Index Maturity of two months, and

y = LIBOR determined in the manner set forth above for an Index Maturity of three months.

The Class A Rate will in no event be higher than the maximum rate permitted by applicable law.

“Limited Liquidation Event of Default” means the occurrence of any Amortization Event specified in Sections 5.1(a) through (i) and (l) through (m) of this Supplement that continues for thirty (30) days (without double counting any cure periods provided for in said Sections); provided, however, that such Amortization Event shall not constitute a Limited Liquidation Event of Default if (i) within such thirty (30) day period, such

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Amortization Event shall have been cured and (ii) the Series 2007-1 Insurer shall have notified the Trustee in writing that it consents to the waiver of such Amortization Event.

“Liquidation Event of Default” means, so long as such event or condition continues, any of the following: (a) any event or condition with respect to RCFC or a Lessee of the type described in Section 8.1(d) of the Base Indenture, (b) a payment default by RCFC under the Base Indenture as specified in Sections 8.1(a) and 8.1(b) thereof, or (c) a Lease Event of Default as specified in Section 8.1(e) of the Base Indenture (with respect solely to the occurrence of the Lease Events of Default described in Sections 17.1.1(i), 17.1.2 and 17.1.5 under the Master Lease).

“LOC Credit Disbursement” means an amount drawn under the Series 2007-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“LOC Disbursement” means any LOC Credit Disbursement or any LOC Termination Disbursement, or other disbursement by the Series 2007-1 Letter of Credit Provider under the Series 2007-1 Letter of Credit, or any combination thereof, as the context may require.

“LOC Termination Disbursement” means an amount drawn under the Series 2007-1 Letter of Credit pursuant to a Certificate of Termination Demand. The amount of such LOC Termination Disbursement shall be the amount so drawn or thereafter, if greater, the amount of the deposited funds in the Series 2007-1 Cash Collateral Account.

“London Banking Day” means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market.

“Losses” means, with respect to any Related Month, the sum (without duplication) of the following with respect to Acquired Vehicles leased under the Master Lease: (i) all Manufacturer Late Payment Losses, Manufacturer Event of Default Losses and Purchaser Late Payment Losses for such Related Month, plus (ii) with respect to Disposition Proceeds received during the Related Month from the sale or other disposition of Acquired Vehicles (other than pursuant to a Vehicle Disposition Program), the excess, if any, of (x) the Net Book Values of such Acquired Vehicles calculated on the dates of the respective sales or final dispositions thereof, over (y) (1) the aggregate amount of such Disposition Proceeds received during the Related Month in respect of such Acquired Vehicles by RCFC, the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account) plus (2) any Termination Payments that have accrued with respect to such Acquired Vehicles, plus (iii) the amount of any Disposition Proceeds received previously but that were reclaimed, rescinded or otherwise returned and constituting a voidable preference pursuant to the Bankruptcy Code during such Related Month.

“Major Banks” means JPMorgan Chase Bank, N.A., Credit Suisse and Deutsche Bank AG, and any successor to any thereof; provided, that if any of such financial institutions shall merge, consolidate or otherwise combine, Bank of Montreal, JPMorgan Chase Bank, N.A. and RCFC shall select a mutually agreed upon financial institution to be a Major Bank.

“Manufacturer Concentration” means, with respect to any Manufacturer, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the

 

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aggregate Net Book Value of all Group IV Vehicles that were manufactured by such Manufacturer as of such date and the denominator of which is the aggregate Net Book Value of all Group IV Vehicles as of such date.

“Manufacturer Event of Default” is defined in Section 18 of the Master Lease.

“Manufacturer Event of Default Losses” means, with respect to any Related Month, in the event that a Manufacturer Event of Default occurs with respect to any Manufacturer, all payments that are required to be made (and not yet made) by such Manufacturer to RCFC with respect to Acquired Vehicles that are either (i) sold at Auction or returned to such Manufacturer under such Manufacturer’s Vehicle Disposition Program, or (ii) subject to an incentive program of such Manufacturer; provided that the grace or other similar period for the determination of such Manufacturer Event of Default expires during such Related Month.

“Manufacturer Late Payment Losses” means, with respect to any Related Month, all payments required to be made by Manufacturers under such Manufacturers’ Vehicle Disposition Programs and incentive programs with respect to Acquired Vehicles, which are not made within ninety (90) days after the related Disposition Dates of such Acquired Vehicles and remain unpaid at the end of such Related Month, but only to the extent that such 90-day periods expire during such Related Month; provided that any payments considered hereunder shall be net of amounts that are (x) the subject of a good faith dispute as evidenced in writing by the Manufacturer questioning the accuracy of the amounts paid or payable in respect of any such Acquired Vehicles or (y) related to payments by Manufacturers that are not made within such ninety (90) day period as a result of the necessity to meet initial eligibility requirements of a Manufacturer to receive Guaranteed Payments, Repurchase Payments and/or Incentive Payments for a model year.

“Manufacturer Receivable” means, an amount due from a Manufacturer or Auction dealer under a Vehicle Disposition Program in respect of a Program Vehicle being turned back to such Manufacturer pursuant to a Vehicle Disposition Program.

“Market Value” means, with respect to any Non-Program Vehicle as of any date of determination, the market value of such Non-Program Vehicle as specified in the Related Month’s published National Automobile Dealers Association, Official Used Car Guide, Central Edition (the “NADA Guide”) for the model class and model year of such Vehicle based on the average equipment and the average mileage of each Vehicle of such model class and model year. If such Non-Program Vehicle is not listed in the NADA Guide published in the Related Month preceding such date of determination, then the Black Book Official Finance/Lease Guide (the “Lease Guide”) shall be used to estimate the wholesale price of the Non-Program Vehicle, based on the Non-Program Vehicle’s model class and model year or the closest model class and model year thereto (if appropriate as determined by the applicable Servicer), for purposes of such months for which the wholesale price for such Non-Program Vehicle is not so published in the NADA Guide; provided, however, if the NADA Guide was not published in the Related Month, then the Lease Guide shall be relied upon in its place, and if the Lease Guide is unavailable, the Market Value of such Non-Program Vehicle shall be based upon such other reasonable methodology as determined by RCFC; provided, further, that any Program Vehicle that is a

 

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Group IV Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of ninety (90) days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Market Value during such period.

“Market Value Adjustment Percentage” means, as of any Determination Date following the Series 2007-1 Closing Date, the lower of (i) the lowest Measurement Month Average of any full Measurement Month within the preceding twelve (12) calendar months and (ii) a fraction, expressed as a percentage, the numerator of which equals the average of the aggregate Market Value of Non-Program Vehicles leased under the Master Lease calculated as of the last day of the Related Month and as of the last day of the two Related Months precedent thereto and the denominator of which equals the average of the aggregate Net Book Values of such Non-Program Vehicles calculated as of each such date.

“Master Collateral Agency Agreement” means the Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007, among DTAG, as Master Servicer, RCFC, as grantor, the Lessees, as grantors and servicers, such other grantors as may become parties thereto, various Financing Sources parties thereto, various Beneficiaries parties thereto and the Master Collateral Agent, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Master Collateral Agent” means Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as master collateral agent under the Master Collateral Agency Agreement, unless a successor Person shall have become the master collateral agent pursuant to the applicable provisions of the Master Collateral Agency Agreement, and thereafter “Master Collateral Agent” shall mean such successor Person.

“Master Lease” means that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV), dated as of February 14, 2007, among RCFC, as Lessor, DTG Operations, as a Lessee and Servicer, those additional Subsidiaries of DTAG from time to time becoming Lessees and Servicers thereunder and DTAG, as guarantor and Master Servicer, as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Master Lease Collateral” has the meaning set forth in Section 3.1(a) of this Supplement.

“Master Servicer” means DTAG, in its capacity as the Master Servicer under the Master Lease, and its successors and assigns in such capacity in accordance with the terms of the Master Lease.

“Maximum Lease Commitment” means, on any date of determination, the sum of (i) the Aggregate Principal Balances on such date for all Group IV Series of Notes, plus (ii) with respect to all Group IV Series of Notes that provide for Enhancement in the form of overcollateralization, the sum of the available subordinated amounts on such date for each such

 

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Group IV Series of Notes, plus (iii) the aggregate Net Book Values of all Group IV Vehicles leased under the Master Lease on such date that were acquired, financed or refinanced with funds other than proceeds of Group IV Series of Notes or related available subordinated amounts, plus (iv) any amounts held in the Retained Distribution Account that the Lessor commits on or prior to such date to invest in new Group IV Vehicles for leasing under the Master Lease (as evidenced by a Company Order) in accordance with the terms of the Master Lease and the Indenture.

“Maximum Manufacturer Percentage” means, with respect to any Eligible Manufacturer, the percentage amount of the Aggregate Asset Amount set forth in Schedule 1 hereto (as such schedule, subject to satisfaction of the Rating Agency Condition and prior written approval of each Enhancement Provider, may be amended, supplemented, restated or otherwise modified from time to time) specified for each Eligible Manufacturer with respect to Non-Program Vehicles and Program Vehicles, as applicable, which percentage amount represents the maximum percentage of Eligible Vehicles which are permitted under the Master Lease to be Non-Program Vehicles or Program Vehicles, as the case may be, manufactured by such Manufacturer; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Manufacturer Percentages set forth on Schedule 1.

“Maximum Non-Program Percentage” means, with respect to Non-Program Vehicles, (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of sixty percent (60%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) at all other times, sixty percent (60%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and prior written consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.

“Mazda” means Mazda Motor of America, Inc., a California corporation.

“Measurement Month” means, with respect to any date, each calendar month, or the smallest number of consecutive calendar months, preceding such date in which (a) at least 500 Non-Program Vehicles that are Group IV Vehicles were sold at Auction or otherwise and (b) at least one-twelfth of the aggregate Net Book Value of the Non-Program Vehicles that are Group IV Vehicles as of the last day of such calendar month or consecutive calendar months were sold at Auction or otherwise; provided, that no calendar month included in a Measurement

 

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Month shall be included in any other Measurement Month; provided, further, that any Program Vehicle, that is a Group IV Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of ninety (90) days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month during such period.

“Measurement Month Average” means, with respect to Group IV Vehicles and for any Measurement Month, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Disposition Proceeds of all Non-Program Vehicles that are Group IV Vehicles sold at Auction or otherwise during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Value of such Non-Program Vehicles that are Group IV Vehicles on the dates of their respective sales, provided that any Program Vehicle that is a Group IV Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of ninety (90) days following the occurrence of such Manufacturer Event of Default for purposes of this definition and each instance in which this definition is used in this Supplement and as a result shall not be included in the determination of Measurement Month Average during such period.

“Mercedes-Benz” means Mercedes-Benz USA LLC, a Delaware limited liability company, and all successors and assigns thereto.

“Minimum Enhancement Amount” means, with respect to the Series 2007-1 Notes on any date of determination, the product of (i) the Series 2007-1 Required Enhancement Percentage, times (ii) an amount equal to the aggregate Series 2007-1 Invested Amount minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group IV Collection Account, the Exchange Agreement Group IV Rights Value (to the extent of any value attributable to amounts on deposit in an Escrow Account) and, to the extent cash and Permitted Investments in the Master Collateral Account are allocable to the Trustee on behalf of the holders of the Group IV Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement, such cash and Permitted Investments in the Master Collateral Account as of such date, in each case to the extent such cash and Permitted Investments constitute Group IV Collateral, times (B) the Series 2007-1 Invested Percentage as of such date.

“Minimum Liquidity Amount” means, at any time, an amount equal to 3.75% of the Series 2007-1 Invested Amount as of such time.

“Minimum Series 2007-1 Letter of Credit Amount” means, with respect to any date of determination the greater of (i) an amount equal to (x) the Minimum Enhancement Amount on such date, less (y) the sum of (1) the Series 2007-1 Available Subordinated Amount on such date and (2) the Cash Liquidity Amount, if any, on such date and (ii) an amount equal to (x) the Minimum Liquidity Amount, on such date less (y) the Cash Liquidity Amount, if any, on such date.

 

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“Minimum Subordinated Amount” means, with respect to any date of determination, the greater of (a) 2.25% of the Series 2007-1 Invested Amount on such date and (b) an amount equal to (1) the Minimum Enhancement Amount on such date, less (2) the Series 2007-1 Letter of Credit Amount as of such date less (3) the Cash Liquidity Amount, if any, on such date.

“Mitsubishi” means Mitsubishi Motor Sales of America Corporation, a Delaware corporation.

“Moody’s First Trigger Required Ratings” means, with respect to any interest rate cap provider, rating requirements which are satisfied where (i) if such interest rate cap provider has short-term, unsecured and unsubordinated debt or counterparty obligations which are rated by Moody’s, such obligations are rated “Prime-1” by Moody’s and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated “A2” or above by Moody’s or (ii) if such interest rate cap provider does not have short-term, unsecured and unsubordinated debt or counterparty obligations which are rated by Moody’s, its long-term, unsecured and unsubordinated debt or counterparty obligations are rated “A1” or above by Moody’s.

“Moody’s Second Rating Trigger Requirements” means requirements which apply with respect to an interest rate cap provider so long as neither such interest rate cap provider nor any applicable guarantor has the Moody’s Second Trigger Required Ratings.

“Moody’s Second Trigger Required Ratings” means, with respect to any interest rate cap provider, rating requirements which are satisfied where (i) if such interest rate cap provider has short-term, unsecured and unsubordinated debt or counterparty obligations which are rated by Moody’s, such obligations are rated “Prime-2” or above by Moody’s and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated “A3” or above by Moody’s or (ii) if such interest rate cap provider does not have short-term, unsecured and unsubordinated debt or counterparty obligations which are rated by Moody’s, its long-term, unsecured and unsubordinated debt or counterparty obligations are rated “A3” or above by Moody’s.

“Monthly Base Rent” is defined in paragraph 9 of Annex A and paragraph 6 of Annex B to the Master Lease.

“Monthly Certificate” is defined in Section 24.4(b) of the Master Lease.

“Monthly Finance Rent” is defined in paragraph 6 of Annex B to the Master Lease.

“Monthly Servicing Fee” is defined in Section 26.1 of the Master Lease.

“Monthly Supplemental Payment” is defined in paragraph 6 of Annex B to the Master Lease.

“Monthly Variable Rent” is defined in paragraph 9 of Annex A to the Master Lease.

 

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“Monthly Vehicle Statement” is defined in Section 24.4(f) of the Master Lease.

“Moody’s” means Moody’s Investors Service, Inc.

“Nissan” means Nissan Motor Corporation U.S.A., a California corporation.

“Non-BBB-/Baa3 IG Manufacturer Program Vehicle Percentage” means, as of any date of determination, the excess of the IG Manufacturer Program Vehicle Percentage as of such date over the BBB-/Baa3 Program Vehicle Percentage as of such date.

“Non-Program Vehicle” means a Group IV Vehicle which at the time of purchase or financing by RCFC or any Lessee, as the case may be, from an Eligible Manufacturer, or when so designated by the Master Servicer, in each case subject to the limitations described herein, is not eligible for inclusion in any Eligible Vehicle Disposition Program.

“Note Purchase Agreement” means the Note Purchase Agreement, dated as of May 15, 2007, among RCFC, DTAG and the Initial Purchasers, pursuant to which the Initial Purchasers agree to purchase the Series 2007-1 Notes from RCFC, subject to the terms and conditions set forth therein, or any successor agreement to such effect among RCFC, DTAG and the Initial Purchasers, their successors, in any case as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Officer’s Certificate” means a certificate signed by an Authorized Officer of DTAG, RCFC or a Lessee, as applicable.

“Operating Lease” means the Master Lease as supplemented by Annex A to the Master Lease.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to DTAG, RCFC or a Lessee, as the case may be, unless the Required Beneficiaries shall notify the Trustee of objection thereto.

“Payment Date” means the 25th day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing July 25, 2007.

“Permitted Investments” means negotiable instruments or securities maturing on or before the Payment Date next occurring after the investment therein, represented by instruments in bearer, registered or book-entry form which evidence (i) obligations the full and timely payment of which are to be made by or are fully guaranteed by the United States of America; (ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such obligations whose rating is based on collateral or on the credit of a Person other

 

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than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Moody’s of “P-1”, from Standard & Poor’s of “A-1+”, and from Fitch of “F1+” (if rated by Fitch), in the case of certificates of deposit or short-term deposits, or a rating from Moody’s of at least “Aaa”, from Standard & Poor’s of at least “AAA”, and from Fitch of at least “AAA” (if rated by Fitch), in the case of long-term unsecured debt obligations; (iii) commercial paper having, at the earlier of (x) the time of the investment and (y) the time of contractual commitment to invest therein, a rating from Moody’s of “P-1”, from Standard & Poor’s of “A-1+” and from Fitch of “F1+” (if rated by Fitch); (iv) demand deposits or time deposits which are fully insured by the Federal Deposit Insurance Corporation; (v) bankers’ acceptances which are U.S. Dollar denominated issued by any depositary institution or trust company described in clause (ii) above; (vi) investments in money market funds having a rating from Moody’s of at least “Aaa” or otherwise approved in writing by Moody’s, from Standard & Poor’s of at least “AAAm” or otherwise approved in writing by Standard & Poor’s and from Fitch of at least “AA” (if rated by Fitch); (vii) Eurodollar time deposits having a credit rating from Moody’s of “P-1”, from Standard & Poor’s of “A-1+” and from Fitch of at least “F1+” (if rated by Fitch); and (viii) any other instruments or securities, if the Rating Agencies confirm in writing that such investment will not adversely affect any ratings with respect to any Series and the Series 2007-1 Insurer consents thereto.

“Permitted Liens” is defined in Section 25.3 of the Master Lease.

“Permitted Principal Draw Amount” means, with respect to any date during an Insolvency Period, the difference between (i) the excess of the Series 2007-1 Letter of Credit Amount as of the related Insolvency Period Commencement Date over the Minimum Liquidity Amount as of such Insolvency Period Commencement Date and (ii) the Accumulated Principal Draw Amount as of such date during the Insolvency Period; provided, however, that, notwithstanding the foregoing, on any date on and after the Series 2007-1 Termination Date, the “Permitted Principal Draw Amount” shall be equal to the Series 2007-1 Letter of Credit Amount as of such date.

“Pool Factor” means, on any Determination Date, with respect to the Series 2007-1 Notes, a number carried out to eight decimals representing the ratio of the Series 2007-1 Invested Amount as of such date (determined after taking into account any decreases in the Series 2007-1 Invested Amount which will occur on the following Payment Date) to the Series 2007-1 Initial Invested Amount.

“Power of Attorney” is defined in Section 9 of the Master Lease.

“Principal Collections” means Collections other than Series 2007-1 Interest Collections.

“Private Placement Memorandum” means the Private Placement Memorandum dated May 15, 2007 relating to the Series 2007-1 Notes, including the Supplement to Private Placement Memorandum dated May 15, 2007, as such Private Placement Memorandum and such Supplement to Private Placement Memorandum may be amended, supplemented, restated or otherwise modified from time to time.

 

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“Program Vehicle” means any Group IV Vehicle which at the time of purchase or financing by RCFC or a Lessee, as the case may be, is eligible and included under an Eligible Vehicle Disposition Program.

“Pro Rata Share” means, with respect to a Lessee or a Servicer, the ratio (expressed as a percentage) of (i) the aggregate Net Book Value of Vehicles leased by such Lessee or serviced by such Servicer, as applicable, divided by (ii) the aggregate Net Book Value of all Vehicles leased under the Master Lease.

“Purchaser Late Payment Losses” means, with respect to any Related Month, all payments required to be made by any Person in connection with the sale or other final disposition of Acquired Vehicles that are Group IV Vehicles, which payments are not made sixty (60) days after such payments are due, provided that such sixty (60) day periods expire during such Related Month.

“QI Group IV Master Collateral”means (i) any Master Collateral Vehicle that is a Group IV Exchanged Vehicle, (ii) any funds in the Master Collateral Account that are proceeds of any Group IV Exchanged Vehicle, (iii) any receivables in respect of disposition of any Group IV Exchanged Vehicle and (iv) any other collateral pledged to the Master Collateral Agent that is designated on the Master Servicer’s computer system as related Master Collateral (as defined in the Master Collateral Agency Agreement) for the Qualified Intermediary as Beneficiary in accordance with the Master Collateral Agency Agreement.

“Qualified Institution” means a depositary institution or trust company (which may include the Trustee) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia; provided, however, that at all times such depositary institution or trust company is a member of the FDIC and (i) has a long-term indebtedness rating from Moody’s not lower than “Aa2”, from Standard & Poor’s not lower than “AA” and from Fitch not lower than “AA” and a short-term indebtedness rating from Moody’s not lower than “P-1”, from Standard & Poor’s not lower than “A-1” and from Fitch not lower than “F1” or (ii) has such other rating which has been approved by the Rating Agencies.

“Qualified Interest Rate Cap Provider” shall mean a bank or financial institution which (i) has been approved by the Series 2007-1 Insurer, (ii) satisfies the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings (or whose present and future obligations owing to the Issuer are guaranteed pursuant to an eligible guarantee provided by a guarantor which satisfies the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings) and (iii) has a short-term unsecured debt rating of “A-1” from Standard & Poor’s and a long-term senior unsecured debt rating of at least “A+” from Standard & Poor’s.

“Qualified Intermediary” has the meaning set forth in the Master Collateral Agency Agreement.

“Rating Agencies” means, with respect to the Series 2007-1 Notes, Moody’s, Standard & Poor’s and Fitch.

 

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“Rating Agency Condition” means, (i) with respect to any action, that (a) each of Moody’s and Standard & Poor’s shall have notified RCFC, DTAG, the Series 2007-1 Letter of Credit Provider, the Series 2007-1 Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the rating (in effect immediately before the taking of such action) of any outstanding Group IV Series of Notes with respect to which it is a Rating Agency and (b) written notification of such action has been provided to Fitch and (ii) with respect to the issuance of a new Group IV Series of Notes, the “Rating Agency Condition” also means that each rating agency that is referred to in the related Placement Memorandum Supplement as being required to deliver its rating with respect to such Series of Notes shall have notified RCFC, DTAG, the Series 2007-1 Letter of Credit Provider, the Series 2007-1 Insurer and the Trustee in writing that such rating has been issued by such rating agency.

“RCFC” has the meaning set forth in the preamble.

“RCFC Agreements” has the meaning set forth in Section 3.1(a)(i) of this Supplement.

“RCFC Obligations” means all principal and interest, at any time and from time to time, owing by RCFC on the Series 2007-1 Notes and all costs, fees and expenses (including any taxes) payable by, or obligations of, RCFC in respect of the Series 2007-1 Notes under the Indenture and the Related Documents, including, without limitation, all amounts owing to the Series 2007-1 Insurer.

“Recoveries” means, with respect to any Related Month, the sum (without duplication) of (i) all amounts received by RCFC, the Master Collateral Agent or the Trustee (including by deposit into the Group IV Collection Account or the Master Collateral Account, in respect of Group IV Master Collateral) from any Person during such Related Month in respect of amounts that had previously been treated as Losses, but excluding any amounts drawn under the Series 2007-1 Letter of Credit or withdrawn from the Series 2007-1 Excess Funding Account, plus (ii) the excess, if any, of (x) the aggregate amount of Disposition Proceeds received during such Related Month by RCFC, the Master Collateral Agent or the Trustee (including by deposit into the Group IV Collection Account or the Master Collateral Account in respect of Group IV Master Collateral) resulting from the sale or other final disposition of Acquired Vehicles that are Group IV Vehicles (other than pursuant to Vehicle Disposition Programs), plus any Termination Payments that have accrued with respect to such Acquired Vehicles that are Group IV Vehicles, over (y) the Net Book Values of such Acquired Vehicles that are Group IV Vehicles, calculated on the dates of the respective sales or dispositions thereof.

“Reference Banks” means JPMorgan Chase Bank, N.A., Credit Suisse, Citibank, N.A. and Deutsche Bank AG, and any successor to any thereof; provided, that if any of such financial institutions shall merge, consolidate or otherwise combine, Bank of Montreal, JPMorgan Chase Bank, N.A. and RCFC shall select a mutually agreed upon financial institution to be a Reference Bank.

“Refinanced Vehicles” has the meaning specified in Section 2.1 of the Master Lease.

 

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“Refinancing Schedule” has the meaning specified in Section 2.1 of the Master Lease.

“Regulation S Global Class A Notes” has the meaning specified in Section 7.1(b) of this Supplement.

“Related Documents” means, collectively, the Indenture, the Series 2007-1 Notes, any Enhancement Agreement, the Master Lease, the Master Collateral Agency Agreement, and any grantor supplements and financing source and beneficiary supplements thereto involving the Trustee as Beneficiary, the Insurance Agreement, the Assignment Agreements, the Note Purchase Agreement, the Group IV Assignment of Exchange Agreement and the Series 2007-1 Letter of Credit.

“Rent”, with respect to each Acquired Vehicle and each Financed Vehicle, is defined in paragraph 9 of Annex A to the Master Lease and in paragraph 6 of Annex B to the Master Lease, respectively.

“Repurchase Date” has the meaning specified in Section 8.1(a) of this Supplement.

“Repurchase Price” has the meaning specified in Section 8.1(b) of this Supplement.

“Required Asset Amount” means with respect to the Series 2007-1 Notes, at any date of determination, the sum of (i) the Invested Amount for all Group IV Series of Notes that do not provide for Enhancement in the form of overcollateralization plus (ii) with respect to all Group IV Series of Notes that provide for Enhancement in the form of overcollateralization, the sum of (a) the Invested Amount for all such Series of Notes, plus (b) the available subordinated amounts required to be maintained as part of the minimum enhancement amount for all such Series of Notes.

“Required Beneficiaries” means Noteholders holding in excess of 50% of the Group IV Aggregate Invested Amount (excluding, for the purposes of making the foregoing calculation, any Notes held by DTAG or any Affiliate of DTAG (other than Dollar Thrifty Funding Corp.)).

“Required Series 2007-1 Noteholders” means Noteholders holding in excess of 50% of the Series 2007-1 Invested Amount (excluding, for the purposes of making the foregoing calculation, any Notes held by DTAG or any Affiliate of DTAG (other than Dollar Thrifty Funding Corp.)).

“Responsible Officer” means, with respect to RCFC, a Servicer, a Lessee or the Master Servicer, any President, Vice President, Assistant Vice President, 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.

 

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“Retained Interest Amount” means, on any date of determination, the amount, if any, by which the Aggregate Asset Amount at the end of the day immediately prior to such date of determination, exceeds the Required Asset Amount at the end of such day.

“Retained Interest Percentage” means, on any date of determination, when used with respect to Collections that are Principal Collections, Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses and other amounts, an amount equal to one hundred percent (100%) minus the sum of (i) the invested percentages for all outstanding Group IV Series of Notes and (ii) the available subordinated amount percentages for all Group IV Series of Notes that provide for Enhancement in the form of overcollateralization, including all classes of such Group IV Series of Notes, in each case as such percentages are calculated on such date with respect to Collections that are Principal Collections, Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses and other amounts, as applicable.

“Retained Interestholder” means DTAG as owner of all outstanding capital stock of RCFC or any permitted successor or assign.

“Reuters Screen LIBOR 01 Page” means the display page on the Reuters System or any other page that may replace that page on that service or a successor service for the purpose of displaying comparable rates or prices.

“Rule 144A Global Class A Notes” has the meaning specified in Section 7.1(a) of this Supplement.

“Series 2007-1 Accrued Interest Account” has the meaning specified in Section 4.6(b) of this Supplement.

“Series 2007-1 Accrued Interest Amount” means, with respect to any Payment Date, an amount equal to the sum of (A) an amount equal to the interest accrued on the Class A Notes for the related Series 2007-1 Interest Period which will be equal to a product of (1) the Class A Rate for such Series 2007-1 Interest Period, (2) the Series 2007-1 Outstanding Principal Amount as of the previous Payment Date after giving effect to any principal payments made on such previous Payment Date (or in the case of the initial Payment Date, the Series 2007-1 Initial Invested Amount), and (3) the number of days in such Series 2007-1 Interest Period divided by 360, plus (B) an amount equal to the Series 2007-1 Monthly Interest Shortfall for any prior 2007-1 Interest Period which remains unpaid as of such Payment Date, together with interest on such amount to such Payment Date.

“Series 2007-1 Available Subordinated Amount” means, for any date of determination, an amount equal to (a) the Series 2007-1 Available Subordinated Amount for the preceding Determination Date (or in the case of the first Determination Date following the Series 2007-1 Closing Date, the Series 2007-1 Closing Date), minus (b) the Series 2007-1 Available Subordinated Amount Incremental Losses for the Related Month, plus (c) the Series 2007-1 Available Subordinated Amount Incremental Recoveries for the Related Month, minus (d) the Series 2007-1 Lease Payment Losses allocable to the Series 2007-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement since the preceding Determination Date, plus (e) the Series 2007-1 Lease Payment Recoveries allocable to the Series 2007-1 Available

 

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Subordinated Amount pursuant to Section 4.7 of this Supplement since the preceding Determination Date, plus (f) additional amounts, if any, contributed by RCFC since the preceding Determination Date (or in the case of the first Determination Date, since the Series 2007-1 Closing Date) to the Series 2007-1 Excess Funding Account for allocation to the Series 2007-1 Available Subordinated Amount, including any Cash Liquidity Amount, plus (g) the aggregate Net Book Value of additional Eligible Vehicles contributed by the Retained Interestholder since the preceding Determination Date (or in the case of the first Determination Date, since the Series 2007-1 Closing Date) as Group IV Master Collateral for allocation to the Series 2007-1 Available Subordinated Amount pursuant to the Indenture, minus (h) any amounts withdrawn from the Series 2007-1 Excess Funding Account since the preceding Determination Date (or in the case of the first Determination Date, since the Series 2007-1 Closing Date) for allocation to the Retained Distribution Account. The “Series 2007-1 Available Subordinated Amount” for the Series 2007-1 Closing Date through the first Determination Date shall mean not less than $30,000,000.

“Series 2007-1 Available Subordinated Amount Incremental Losses” means, for any Related Month, the sum of all Losses that became Losses during such Related Month and which were allocated to the Series 2007-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

“Series 2007-1 Available Subordinated Amount Incremental Recoveries” means, for any Related Month, the sum of all Recoveries that became Recoveries during such Related Month and which were allocated to the Series 2007-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

“Series 2007-1 Carryover Controlled Amortization Amount”means, with respect to the Series 2007-1 Notes for any Related Month during the Series 2007-1 Controlled Amortization Period, the excess, if any, of the Series 2007-1 Controlled Distribution Amount payable on the Payment Date occurring in the Related Month over the principal amount distributed on such Payment Date with respect to the Series 2007-1 Notes; provided, however, that for the first Related Month in the Series 2007-1 Controlled Amortization Period, the Series 2007-1 Carryover Controlled Amortization Amount shall be zero.

“Series 2007-1 Cash Collateral Account” has the meaning specified in Section 4.16(a) of this Supplement.

“Series 2007-1 Cash Collateral Account Surplus” means, as of any date of determination subsequent to the establishment and funding of the Series 2007-1 Cash Collateral Account pursuant to Section 4.17(a) of this Supplement, the amount, if any, by which (a) the Available Draw Amount exceeds (b) the Minimum Series 2007-1 Letter of Credit Amount.

“Series 2007-1 Cash Liquidity Account” has the meaning specified in Section 4.6(b) of this Supplement.

“Series 2007-1 Closing Date” means May 23, 2007.

“Series 2007-1 Collection Account” has the meaning specified in Section 4.6(a) of this Supplement.

 

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“Series 2007-1 Controlled Amortization Amount” means, for each Payment Date, beginning with the second Payment Date, during the Series 2007-1 Controlled Amortization Period, an amount equal to $83,333,333.00 with the final payment being $83,333,335.00 on the Series 2007-1 Expected Final Payment Date.

“Series 2007-1 Controlled Amortization Period” means the period commencing on January 1, 2012 and ending on the earliest to occur of (i) the date on which the Series 2007-1 Notes and all amounts owing to the Series 2007-1 Insurer are fully paid, (ii) the Series 2007-1 Termination Date, (iii) the termination of the Base Indenture in accordance with its terms and (iv) the commencement of the Series 2007-1 Rapid Amortization Period.

“Series 2007-1 Controlled Distribution Amount” means, with respect to any Related Month during the Series 2007-1 Controlled Amortization Period, an amount equal to the sum of the Series 2007-1 Controlled Amortization Amount and any Series 2007-1 Carryover Controlled Amortization Amount for such Related Month.

“Series 2007-1 Deposit Date” has the meaning specified in Section 4.7 of this Supplement.

“Series 2007-1 Distribution Account” has the meaning specified in Section 4.12(a) of this Supplement.

“Series 2007-1 Distribution Account Collateral” has the meaning specified in Section 4.12(d) of this Supplement.

“Series 2007-1 Enhancement Deficiency” means, with respect to any date of determination, the amount, if any, by which the Enhancement Amount is less than the Minimum Enhancement Amount for such day.

“Series 2007-1 Excess Funding Account” has the meaning specified in Section 4.6(a) of this Supplement.

“Series 2007-1 Expected Final Payment Date” means the July 2012 Payment Date.

“Series 2007-1 HC BIG Enhancement Percentage” means, with respect to any date of determination, the greater of (a) an amount equal to (i) 100% minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus (y) 30.50%, or, if the Additional Enhancement Condition (as such term is defined in the Insurance Agreement) shall have occurred and shall be continuing under Section 6.13 of the Insurance Agreement, unless such Additional Enhancement Condition has been cured by DTAG or waived by the Series 2007-1 Insurer in its sole discretion, 33.50% or, in either case, such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve, and (b) 30.50%, or, if such Additional Enhancement Condition shall have occurred and shall be continuing, unless such Additional Enhancement Condition has been cured by DTAG or waived by the Series 2007-1 Insurer in its sole discretion, 33.50% or, in either case, such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve.

 

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“Series 2007-1 Initial Invested Amount” means $500,000,000.

“Series 2007-1 Insurer” means Financial Guaranty Insurance Company, a New York stock insurance company.

“Series 2007-1 Insurer Payment” means, with respect to any Payment Date, the premium payable to the Series 2007-1 Insurer pursuant to the Insurance Agreement on such date.

“Series 2007-1 Insurer Reimbursement Amounts” means, as of any date of determination, the sum of (i) an amount equal to the aggregate of any amounts due as of such date to the Series 2007-1 Insurer in respect of unreimbursed claims under the Series 2007-1 Policy, including interest thereon determined in accordance with the Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Series 2007-1 Insurer pursuant to the Insurance Agreement (other than the Series 2007-1 Insurer Payment).

“Series 2007-1 Interest Amount” means, as of any Payment Date, the sum of (i) the Series 2007-1 Accrued Interest Amount, plus (ii) the Series 2007-1 Insurer Payment, plus (iii) the Series 2007-1 Insurer Reimbursement Amounts, plus (iv) any other amount of interest, fees and expenses (including any taxes) of RCFC due and payable in respect of the Series 2007-1 Notes.

“Series 2007-1 Interest Collections” means on any date of determination, all Collections in the Group IV Collection Account which represent Monthly Variable Rent, Monthly Finance Rent or the Availability Payment accrued under the Master Lease related to Group IV Vehicles with respect to the Series 2007-1 Notes or Interest Rate Cap Payments (other than any Lease Payment Recoveries), plus the Series 2007-1 Invested Percentage of any amount earned on Permitted Investments in the Series 2007-1 Collection Account which constitute Group IV Collateral and which are available for distribution on such date.

“Series 2007-1 Interest Period” means a period from and including a Payment Date to but excluding the next succeeding Payment Date; provided, however, that the initial Series 2007-1 Interest Period shall be from the Series 2007-1 Closing Date to the initial Payment Date.

“Series 2007-1 Interest Rate Cap” means an interest rate cap agreement, or other form of interest rate hedging agreement acceptable to the Series 2007-1 Insurer, between a Qualified Interest Rate Cap Provider and RCFC.

“Series 2007-1 Invested Amount” means, on any date of determination, an amount equal to (a) the Series 2007-1 Outstanding Principal Amount as of such date, plus (b) the amount of any principal payments made to the Series 2007-1 Noteholders on or prior to such date with the proceeds of a claim on the Series 2007-1 Policy (to the extent such payments under the Series 2007-1 Policy have not been reimbursed to the Series 2007-1 Insurer by RCFC).

“Series 2007-1 Invested Percentage” means, on any date of determination:

 

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(i)when used with respect to Principal Collections during the Series 2007-1 Revolving Period, and when used with respect to Losses, Lease Payment Losses, Recoveries, Lease Payment Recoveries, cash on deposit in the Master Collateral Account and the Collection Account and other amounts at all times, the percentage equivalent of a fraction, the numerator of which shall be an amount equal to the sum of (x) the Series 2007-1 Invested Amount and (y) the Series 2007-1 Available Subordinated Amount, in each case as of the end of the second preceding Related Month or, until the end of the second Related Month, as of the Series 2007-1 Closing Date, and the denominator of which shall be the greater of (A) the Aggregate Asset Amount as of the end of the second preceding Related Month or, until the end of the second Related Month, as of the Series 2007-1 Closing Date, and (B) as of the same date as in clause (A), the sum of the numerators used to determine (i) invested percentages for allocations with respect to Principal Collections (for all Group IV Series of Notes including all classes of such Series of Notes) and (ii) available subordinated amount percentages for allocations with respect to Principal Collections (for all Group IV Series of Notes that provide for Enhancement in the form of overcollateralization); and

(ii)when used with respect to Principal Collections during the Series 2007-1 Controlled Amortization Period and the Series 2007-1 Rapid Amortization Period, the percentage equivalent of a fraction, the numerator of which shall be an amount equal to the sum of (x) the Series 2007-1 Invested Amount and (y) the Series 2007-1 Available Subordinated Amount, in each case as of the end of the Series 2007-1 Revolving Period, and the denominator of which shall be the greater of (A) the Aggregate Asset Amount as of the end of the second preceding Related Month and (B) as of the same date as in clause (A), the sum of the numerators used to determine (i) invested percentages for allocations with respect to Principal Collections (for all Group IV Series of Notes including all classes of such Series of Notes) and (ii) available subordinated amount percentages for allocations with respect to Principal Collections (for all Group IV Series of Notes that provide for Enhancement in the form of overcollateralization).

“Series 2007-1 Investor Monthly Servicing Fee” means the Series 2007-1 Invested Percentage of the Group IV Monthly Servicing Fee.

“Series 2007-1 Lease Payment Losses” means, as of any Payment Date, an amount equal to the Series 2007-1 Invested Percentage of Lease Payment Losses as of such date.

“Series 2007-1 Lease Payment Recoveries” means, for any Payment Date, the Series 2007-1 Invested Percentage of all Lease Payment Recoveries as of such date.

“Series 2007-1 Letter of Credit” means the irrevocable letter of credit dated as of May 23, 2007, issued by the Series 2007-1 Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2007-1 Noteholders pursuant to the Enhancement Letter of Credit Application and Agreement or any successor or replacement letter of credit meeting the requirements of this Supplement and the Master Lease.

“Series 2007-1 Letter of Credit Amount” means, as of any date of determination, the amount (a) available to be drawn on such date under the Series 2007-1 Letter of Credit, as

 

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specified therein, or (b) if the Series 2007-1 Cash Collateral Account has been established and funded pursuant to Section 4.17 of this Supplement, the amount on deposit in the Series 2007-1 Cash Collateral Account on such date, which in either case in no event shall be less than the Minimum Series 2007-1 Letter of Credit Amount.

“Series 2007-1 Letter of Credit Expiration Date” means the date the Series 2007-1 Letter of Credit expires as specified in the Series 2007-1 Letter of Credit, as such date may be extended in accordance with the terms of the Series 2007-1 Letter of Credit.

“Series 2007-1 Letter of Credit Provider” means Credit Suisse, a Swiss banking corporation, or such other Person providing the Series 2007-1 Letter of Credit in accordance with the terms of this Supplement and the Master Lease.

“Series 2007-1 Monthly Interest Shortfall” means, as of any Payment Date or the Series 2007-1 Termination Date and thereafter, the excess, if any, of (i) the Series 2007-1 Accrued Interest Amount for such date, over (ii) the amount on deposit in the Series 2007-1 Distribution Account for the payment of the Series 2007-1 Accrued Interest Amount on such Payment Date after making all allocations, deposits and claims under available Enhancement for such Payment Date.

“Series 2007-1 Monthly Supplemental Servicing Fee” means the Series 2007-1 Invested Percentage of the Group IV Supplemental Servicing Fee.

“Series 2007-1 Non-Program Enhancement Percentage” means, with respect to any date of determination, the greater of (a) an amount equal to (i) 100% minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus (y) 22.50%, or, if the Additional Enhancement Condition (as such term is defined in the Insurance Agreement) shall have occurred and shall be continuing under Section 6.13 of the Insurance Agreement, unless such Additional Enhancement Condition has been cured by DTAG or waived by the Series 2007-1 Insurer in its sole discretion, 25.50% or, in either case, such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve, and (b) 22.50%, or, if such Additional Enhancement Condition shall have occurred and shall be continuing, unless such Additional Enhancement Condition has been cured by DTAG or waived by the Series 2007-1 Insurer in its sole discretion, 25.50% or, in either case, such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve.

“Series 2007-1 Note Prepayment Premium” has the meaning specified in Section 8.1(e) of this Supplement.

“Series 2007-1 Noteholders” means, the Class A Noteholders.

“Series 2007-1 Notes” has the meaning specified in the first paragraph of Article 1 of this Supplement, and means any one of the Class A Notes executed by RCFC and authenticated and delivered by or on behalf of the Trustee, substantially in the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3, attached hereto.

“Series 2007-1 Outstanding Principal Amount” means, as of any date of determination, an amount equal to (a) the Series 2007-1 Initial Invested Amount, plus (b) the

 

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initial principal amount of any Additional Notes issued as Class A Notes, minus (c) the amount of principal payments made to the Series 2007-1 Noteholders on or prior to such date.

“Series 2007-1 Policy” means the Note Guaranty Insurance Policy issued by the Series 2007-1 Insurer pursuant to the Insurance Agreement to the Trustee for the benefit of the Series 2007-1 Noteholders.

“Series 2007-1 Preference Amount” means any amount insured under the Series 2007-1 Policy that was previously distributed to a Series 2007-1 Noteholder on the Series 2007-1 Notes that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction as a result of which such Series 2007-1 Noteholder is required to return or has returned such voided payment.

“Series 2007-1 Principal Allocation” has the meaning specified in Section 4.7(a)(i)(B) of this Supplement.

“Series 2007-1 Principal Shortfall” means, as of the Series 2007-1 Termination Date, the amount by which the Series 2007-1 Outstanding Principal Amount as of such date exceeds the amount on deposit in the Series 2007-1 Distribution Account on such date for the payment of principal after making all allocations, deposits and claims under available Enhancement for such Payment Date.

“Series 2007-1 Program Enhancement Percentage” means, with respect to any date of determination, 14.50%, or, if the Additional Enhancement Condition (as such term is defined in the Insurance Agreement) shall have occurred and shall be continuing under Section 6.13 of the Insurance Agreement, unless such Additional Enhancement Condition has been cured by DTAG or waived by the Series 2007-1 Insurer in its sole discretion, 16.25% or, in either case, such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve.

“Series 2007-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2007-1 Notes and ending upon the earliest to occur of (i) the date on which the Series 2007-1 Notes are paid in full and the Series 2007-1 Insurer has been paid all Series 2007-1 Insurer Payments and other Series 2007-1 Insurer Reimbursement Amounts then due and (ii) the termination of the Indenture in accordance with its terms.

“Series 2007-1 Required Enhancement Percentage” means, as of any date of determination, the sum of (a) the product of (i) the Series 2007-1 Program Enhancement Percentage as of such date times (ii) the Category 1 Vehicle Percentage as of such date plus (b) the product of (i) the Series 2007-1 Non-Program Enhancement Percentage as of such date times (ii) the BBB-/Baa3 Program Vehicle Percentage Excess as of such date plus (c) the greater of (i) the product of (A) 24.50% (or such other percentage as the Rating Agencies and the Series 2007-1 Insurer shall approve) times (B) the sum of (I) the Category 2 Vehicle Percentage as of such date plus (II) the Category 3 Vehicle Percentage as of such date, and (ii) the sum of (A) the product of (I) the Series 2007-1 Non-Program Enhancement Percentage as of such date times (II)

 

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the Category 2 Vehicle Percentage as of such date plus (B) the product of (I) the Series 2007-1 HC BIG Enhancement Percentage as of such date times (II)) the Category 3 Vehicle Percentage as of such date.

“Series 2007-1 Revolving Period” means, with respect to the Series 2007-1 Notes, the period from and including the Series 2007-1 Closing Date to the earlier of (i) the commencement of the Series 2007-1 Controlled Amortization Period and (ii) the commencement (if any) of the Series 2007-1 Rapid Amortization Period.

“Series 2007-1 Termination Date” means, with respect to the Series 2007-1 Notes, the July 2013 Payment Date.

“Servicer” means DTG Operations or any Additional Lessee, as applicable, in its capacity as a servicer under the Master Lease and any successor servicer thereunder.

“Shared Principal Collections” means, as of any Payment Date, Principal Collections allocable to a Group IV Series of Notes as of such Payment Date that are not required to make principal payments with respect to such Group IV Series of Notes as of such Payment Date under the related Series Supplement and are allocable in accordance with the terms of such Series Supplement to make payments on other Group IV Series of Notes.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Standard & Poor’s Collateralization Event” means (i) the short-term senior unsecured debt rating of the Qualified Interest Rate Cap Provider from Standard & Poor’s falls below “A-1” or (ii) if the Qualified Interest Rate Cap Provider does not have a short-term senior unsecured debt rating from Standard & Poor’s, the long-term senior unsecured debt rating of the Qualified Interest Rate Cap Provider from Standard & Poor’s falls below “A+.”

“Standard & Poor’s Replacement Event” means the long-term senior unsecured debt rating of the Qualified Interest Rate Cap Provider from Standard & Poor’s is withdrawn, suspended or falls below “BBB-.”

“Subaru” means Subaru of America, Inc., a New Jersey corporation.

“Sublease” means a standardized lease agreement, for the leasing of Vehicles, between a Lessee, as lessor, and an Eligible Franchisee, as lessee.

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

“Substitute Group IV Exchanged Vehicle Proceeds Amount” means, at any time, funds, if any, set aside by RCFC in the Series 2007-1 Excess Funding Account in respect of Group IV Exchanged Vehicles for use as Substitute Group IV Exchanged Vehicle Proceeds.

 

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“Supplemental Documents” is defined in Section 2.1 of the Master Lease.

“Surety Bond” means any instrument pursuant to which the issuer thereof agrees to pay on behalf of DTAG or any of its subsidiaries, an amount then due and payable by DTAG or such subsidiary to another person (including an insurer of DTAG or such subsidiary).

“Suzuki” means American Suzuki Motor Corporation, a California corporation.

“Term” is defined in Section 3.2 of the Master Lease.

“Termination Demand” means a demand for a LOC Termination Disbursement under the Series 2007-1 Letter of Credit pursuant to a Certificate of Termination Demand.

“Termination Payment” is defined in Section 12.3 of the Master Lease.

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

“Toyota” means Toyota Motor Sales, U.S.A., Inc., a California corporation

“Unused Exchange Proceeds” means the Exchange Proceeds that are not used to acquire Group IV Replacement Vehicles and which are transferred from an Escrow Account to RCFC in accordance with the terms of the Exchange Agreement.

“U.S. Dollar” means the lawful currency of the United States of America.

“Vehicle Acquisition Schedule” is defined in Section 2.1 of the Master Lease.

“Vehicle Disposition Program Payment Due Date” means, with respect to any payment due from a Manufacturer or Auction dealer in respect of a Program Vehicle disposed of pursuant to the terms of the related Vehicle Disposition Program, the thirtieth (30th) day after the Disposition Date for such Vehicle.

“Vehicle Funding Date” is defined in Section 3.1 of the Master Lease.

“Vehicle Lease Commencement Date” is defined in Section 3.1 of the Master Lease.

“Vehicle Lease Expiration Date” with respect to each Group IV Vehicle, means the earliest of (i) the Disposition Date for such Group IV Vehicle, (ii) if such Group IV Vehicle becomes a Casualty, the date funds in the amount of the Net Book Value thereof are received by the Lessor, the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account) from any of the Lessees in accordance with the Master Lease, and (iii) the Maximum Vehicle Lease Term of the Operating Lease and the Financing Lease, as applicable, as specified in, respectively, paragraph 5 of each of Annex A and Annex B to the Master Lease.

“Vehicle Order” is defined in Section 2.1 of the Master Lease.

“Vehicle Term” is defined in Section 3.1 of the Master Lease.

 

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“VIN” is defined in Section 18 of the Master Lease.

“Volkswagen” means Volkswagen of America, Inc., a Michigan corporation.

“Voluntary Insolvency Event” means the occurrence of a commencement by DTAG or any Lessee of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing.

ARTICLE 3.

GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1Grant of Security Interest.           (a) To secure the RCFC Obligations and to secure compliance with the provisions of the Base Indenture and this Supplement, RCFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the holders of any of the Group IV Series of Notes (the “Group IV Noteholders”) and the Series 2007-1 Insurer, and hereby grants to the Trustee, for the benefit of the Group IV Noteholders and the Series 2007-1 Insurer, a first priority security interest in all of RCFC’s right, title and interest in and to all of the following assets, property and interest in property of RCFC, whether now owned or hereafter acquired or created, as it relates to the Master Lease, as that term is defined in this Supplement (all of the following being referred to as the “Master Lease Collateral”):

(i)the rights of RCFC under the Master Lease and any other agreements relating to the Group IV Vehicles to which RCFC is a party other than the Vehicle Disposition Programs and any Group IV Vehicle insurance agreements (collectively, the “RCFC Agreements”) including, without limitation, all monies due and to become due to RCFC from the Lessees under or in connection with the RCFC Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the RCFC Agreements or otherwise, and all rights, remedies, powers, privileges and claims of RCFC against any other party under or with respect to the RCFC Agreements (whether arising pursuant to the terms of such RCFC Agreements or otherwise available to RCFC at law or in equity), including the right to enforce any of the RCFC 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 RCFC Agreements or the obligations of any party thereunder;

(ii) the Demand Note;

(iii) the Group IV Assignment of Exchange Agreement;

(iv) any Unused Exchange Proceeds; and

 

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(v)all proceeds, products, offspring, rents or profits of any and all of the foregoing including, without limitation, payments under insurance (whether or not the Trustee is the loss payee thereof), and cash;

provided, however, the Master Lease Collateral shall not include the Retained Distribution Account, any funds on deposit therein from time to time, any certificates or instruments, if any, representing or evidencing any or all of the Retained Distribution Account or the funds on deposit therein from time to time, or any Permitted Investments made at any time and from time to time with the funds on deposit in the Retained Distribution Account (including the income thereon).

(b) To further secure the RCFC Obligations with respect to the Series 2007-1 Notes (but not any other Series of Notes), RCFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, and hereby grants to the Trustee for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, a security interest in all of RCFC’s right, title and interest in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired or created:

(i) the Series 2007-1 Letter of Credit;

(ii)(A) any Series 2007-1 Cash Collateral Account; (B) all funds on deposit therein from time to time; (C) all certificates and instruments, if any, representing or evidencing any or all of any such Series 2007-1 Cash Collateral Account or the funds on deposit therein from time to time; and (D) all investments made at any time and from time to time with moneys in any such Series 2007-1 Cash Collateral Account;

(iii) the Series 2007-1 Interest Rate Cap; and

(iv)all proceeds of any and all of the foregoing, including, without limitation, cash.

(c) The Trustee, as trustee on behalf of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, acknowledges the foregoing grant, accepts the trusts under this Supplement in accordance with the provisions of the Indenture and this Supplement and agrees to perform its duties required in this Supplement to the best of its abilities to the end that the interests of the Series 2007-1 Noteholders and the Series 2007-1 Insurer may be adequately and effectively protected. The Master Lease Collateral shall secure the Group IV Series of Notes equally and ratably without prejudice, priority (except as otherwise stated in this Supplement) or distinction.

(d) Notwithstanding anything to the contrary in this Supplement or the Related Documents, the Master Lease Collateral shall not include, and RCFC does not hereby pledge, assign, convey, deliver, transfer or set over to the Trustee, any of the Group IV Noteholders, or the Series 2007-1 Insurer, any security interest, lien or other encumbrance in any Exchange Proceeds or any account or other arrangement for holding or investing any Exchange Proceeds until such time as RCFC is permitted to do so consistent with the limitations on the rights of a party to receive, pledge, borrow, or otherwise obtain the benefits of money or other

 

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property set forth in the “safe harbor” provisions of Treasury Regulation Section 1.1031(k)-1(g)(6).

ARTICLE 4.

ALLOCATION AND APPLICATION OF COLLECTIONS

Any provisions of Article 4 of the Base Indenture, which allocate and apply Collections shall continue to apply irrespective of the issuance of the Series 2007-1 Notes. Sections 4.1 through 4.5 of the Base Indenture shall be read in their entirety as provided in the Base Indenture, provided that for purposes of the Series 2007-1 Notes, clauses (c), (d) and (e) of Section 4.2 of the Base Indenture shall be modified as permitted by Section 11.1(f) of the Base Indenture and shall read as follows:

(c) Right of Master Servicer to Deduct Fees. Notwithstanding anything in this Indenture to the contrary but subject to any limitations set forth in the applicable Supplement, as long as (x) the Master Servicer is DTAG or an Affiliate of DTAG and (y) the Retained Interest Amount equals or exceeds zero, the Master Servicer (i) may make or cause to be made deposits of Collections to the Group IV Collection Account net of any amounts which are allocable to the Retained Distribution Account and represent amounts due and owing to it in its capacity as Master Servicer and (ii) need not deposit or cause to be deposited any amounts to be paid to the Master Servicer pursuant to this Section 4.2 and such amounts will be deemed paid to the Master Servicer, as the case may be, pursuant to this Section 4.2.

(d) Sharing Collections. To the extent that Principal Collections that are allocated to the Series 2007-1 Notes on a Payment Date are not needed to make payments of principal to Series 2007-1 Noteholders or required to be deposited in the Series 2007-1 Distribution Account on such Payment Date, such Principal Collections may, at the direction of the Master Servicer, be applied to cover principal payments due to or for the benefit of Noteholders of other Group IV Series of Notes. Any such reallocation will not result in a reduction of the Aggregate Principal Balance or the Series 2007-1 Invested Amount.

(e) Unallocated Principal Collections. If, after giving effect to Section 4.2(d), Principal Collections allocated to the Series 2007-1 Notes on any Payment Date are in excess of the amount required to pay amounts due in respect of the Series 2007-1 Notes or to the Series 2007-1 Insurer on such Payment Date in full, then any such excess Principal Collections shall be allocated in accordance with Section 4.7(a)(i)(C) or 4.7(b)(i)(C) of the Series 2007-1 Supplement, if applicable, otherwise to the Retained Distribution Account (provided that no Series 2007-1 Enhancement Deficiency or Asset Amount Deficiency exists or would result from such allocation).

In addition, for purposes of Section 4.2(a) of the Base Indenture, the Master Servicer in its capacity as such under the Master Lease shall cause all Collections allocable to Group IV Collateral in accordance with the Indenture and the Master Collateral Agency

 

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Agreement, as applicable, to be paid directly into the Group IV Collection Account or the Master Collateral Account, as applicable.

Article 4 of the Base Indenture (except for Sections 4.1 through 4.5 thereof subject to the proviso in the first paragraphs of this Article 4 and the immediately preceding sentence) shall read in its entirety as follows and shall be applicable only to the Series 2007-1 Notes:

Section 4.6Establishment of Group IV Collection Account, Series 2007-1 Collection Account, Series 2007-1 Excess Funding Account and Series 2007-1 Accrued Interest Account.(a) The Trustee has created an administrative sub-account within the Collection Account for the benefit of holders of Notes from a Group IV Series of Notes, the issuer of a note guaranty insurance policy with respect to the Series 2006-1 Notes and the Series 2007-1 Insurer (such sub-account, the “Group IV Collection Account”). In addition, the Trustee shall create two administrative sub-accounts within the Collection Account. One such sub-account shall be established for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer (such sub-account, the “Series 2007-1 Collection Account”). The second sub-account shall be established for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer (such sub-account, the “Series 2007-1 Excess Funding Account”). A portion of funds on deposit in the Series 2007-1 Excess Funding Account may, on the Series 2007-1 Closing Date and from time to time thereafter, be designated by RCFC as either (i) the Cash Liquidity Amount or (ii) the Substitute Group IV Exchanged Vehicle Proceeds Amount. These designated amounts shall be available only for the purposes specified herein and shall not be otherwise generally available for withdrawal to be used for the purposes of other funds in the Series 2007-1 Excess Funding Account.

(b) The Trustee will further divide the Series 2007-1 Collection Account by creating an additional administrative sub-account for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer (such sub-account, the “Series 2007-1 Accrued Interest Account”). As directed by the Master Servicer, required pursuant to Section 4.18 hereof or otherwise required hereunder, the Trustee will further divide the Series 2007-1 Excess Funding Account by creating an additional administrative sub-account for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer (such sub-account, the “Series 2007-1 Cash Liquidity Account”).

(c) All Collections in respect of the Group IV Collateral and allocable to the Group IV Series of Notes and the Series 2007-1 Insurer shall be allocated to the Group IV Collection Account. All Collections in the Group IV Collection Account allocable to the Series 2007-1 Notes, the Series 2007-1 Insurer and the Series 2007-1 Available Subordinated Amount shall be allocated to the Series 2007-1 Collection Account or the Series 2007-1 Excess Funding Account as provided below; provided, however, the Trustee shall also deposit all amounts required to be deposited in the Series 2007-1 Cash Liquidity Account as provided hereinbelow and such amounts on deposit in the Series 2007-1 Cash Liquidity Account shall only be available for application as provided in Sections 4.8(c) and 4.9, and shall not be available to be withdrawn in respect of amounts otherwise to be withdrawn from the Series 2007-1 Excess Funding Account pursuant to the Base Indenture, this Supplement or any other Series Supplement.

 

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Section 4.7Allocations with Respect to the Series 2007-1 Notes. All allocations in this Section 4.7 will be made in accordance with written direction of the Master Servicer or, if the Master Servicer shall fail to provide written direction, in accordance with the written direction of the Series 2007-1 Insurer (which the Series 2007-1 Insurer may provide in its sole discretion). The proceeds from the sale of the Series 2007-1 Notes, together with any funds deposited with RCFC by DTAG in its capacity as the Retained Interestholder, will, on the Series 2007-1 Closing Date, be deposited by the Trustee into the Group IV Collection Account and, concurrently with such initial deposit, allocated by the Trustee to the Series 2007-1 Excess Funding Account. On each Business Day on which Collections are deposited into the Group IV Collection Account (each such date, a “Series 2007-1 Deposit Date”), the Master Servicer or, if the Master Servicer shall fail to so direct the Trustee, the Series 2007-1 Insurer will direct the Trustee in writing to allocate all amounts deposited into the Group IV Collection Account in accordance with the provisions of this Section 4.7. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.7, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide direction to the Trustee.

(a) Allocations During the Series 2007-1 Revolving Period. During the Series 2007-1 Revolving Period, the Master Servicer or the Series 2007-1 Insurer, as applicable, will direct the Trustee to allocate, on each Series 2007-1 Deposit Date, all amounts deposited into the Group IV Collection Account as set forth below:

(i)with respect to all Collections (including Recoveries and Lease Payment Recoveries):

(A) allocate to the Series 2007-1 Collection Account an amount equal to the Series 2007-1 Interest Collections received on such day. All such amounts allocated to the Series 2007-1 Collection Account shall be further allocated to the Series 2007-1 Accrued Interest Account; provided, however, that if with respect to any Related Month the aggregate of all such amounts allocated to the Series 2007-1 Accrued Interest Account during such Related Month exceeds the Series 2007-1 Interest Amount on the Payment Date next succeeding such Related Month pursuant to Section 4.8, then the amount of such excess shall be allocated to the Series 2007-1 Excess Funding Account;

(B) allocate an amount equal to the Series 2007-1 Invested Percentage (as of such day) of the aggregate amount of Collections that are Principal Collections on such day (for any such day, such amount, the “Series 2007-1 Principal Allocation”) to the extent of Recoveries and Lease Payment Recoveries to the Series 2007-1 Collection Account in an amount necessary, after taking into account the allocation of Interest Collections in (A) above, first, to reimburse the Series 2007-1 Insurer in full for any claims on the Series 2007-1 Policy that have not been previously reimbursed, second, to replenish the Series 2007-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) and/or Section 4.15(b) hereof in respect of Series 2007-1 Lease Payment Losses and/or unpaid Demand Note draws, which

 

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withdrawals have not been replenished pursuant to this clause (i), and third, to replenish the Series 2007-1 Available Subordinated Amount to the extent that the Series 2007-1 Available Subordinated Amount has theretofore been reduced as a result of any Losses or Lease Payment Losses allocated thereto pursuant to clause (ii) or (iii) below;

(C) allocate any remaining (after making the allocations in (B) above) Principal Collections constituting the Series 2007-1 Principal Allocation on such day to the Series 2007-1 Excess Funding Account; and

(D) allocate to the Retained Distribution Account an amount equal to (x) the applicable Retained Interest Percentage (as of such day) of the aggregate amount of Collections that are Principal Collections on such date, minus (y) any amounts, other than Servicing Fees, which have been withheld by the Master Servicer pursuant to Section 4.2(c) of the Base Indenture to the extent such amounts withheld under Section 4.2(c) of the Base Indenture represent all or part of the Retained Interest Amount;

(ii) with respect to all Losses:

(A) allocate an amount equal to the Series 2007-1 Invested Percentage (as of such day) of the aggregate amount of Losses on such day, first, to reduce the Series 2007-1 Available Subordinated Amount until the Series 2007-1 Available Subordinated Amount has been reduced to zero and second, allocate remaining Losses to making a claim under the Demand Note pursuant to Section 4.15 hereof until such claim would reduce the Demand Note to zero; and

(B) on any such Business Day allocate to the Retained Interest Amount an amount equal to the Retained Interest Percentage (as of such day) of the aggregate amount of such Losses on such day, which amount shall reduce the Retained Interest Amount.

(iii) with respect to all Lease Payment Losses:

(A) allocate an amount equal to the Series 2007-1 Invested Percentage (as of such day) of the aggregate amount of Lease Payment Losses on such day, first, to reduce the Series 2007-1 Available Subordinated Amount until the Series 2007-1 Available Subordinated Amount has been reduced to zero; and second, allocate remaining Lease Payment Losses to making a drawing under the Series 2007-1 Letter of Credit pursuant to Section 4.14(b) hereof or to make a withdrawal from the Series 2007-1 Cash Collateral Account if it has been funded at such time (except during any Insolvency Period to the extent that such remaining Lease Payment Losses relate to unpaid Monthly Base Rent or Casualty Payments any such drawing or withdrawal, as the case may be, shall be limited to the Permitted Principal Draw Amount) until the Available Draw Amount has been reduced to zero; and

 

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(B) allocate to the Retained Interest Amount an amount equal to the Retained Interest Percentage (as of such day) of the aggregate amount of such Lease Payment Losses on such day, which amount shall reduce the Retained Interest Amount.

(b) Allocations During the Series 2007-1 Controlled Amortization Period. During the Series 2007-1 Controlled Amortization Period, the Master Servicer or the Series 2007-1 Insurer, as applicable, will direct the Trustee to allocate, on each Series 2007-1 Deposit Date, all amounts deposited into the Group IV Collection Account as set forth below:

(i)with respect to all Collections (including Recoveries and Lease Payment Recoveries):

(A) allocate to the Series 2007-1 Collection Account an amount determined as set forth in Section 4.7(a)(i)(A) above for such day, which amount shall be deposited in the Series 2007-1 Accrued Interest Account and, as and to the extent provided in Section 4.7(a)(i)(A) above, allocated to the Series 2007-1 Excess Funding Account;

(B) allocate to the Series 2007-1 Collection Account out of the Series 2007-1 Principal Allocation to the extent of Recoveries and Lease Payment Recoveries, an amount necessary to reimburse the Series 2007-1 Insurer in full for any claims on the Series 2007-1 Policy (after taking into account the amounts allocated in (A) above), second an amount necessary to replenish the Series 2007-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) and/or Section 4.15(b) hereof in respect of Series 2007-1 Lease Payment Losses and/or unpaid Demand Note draws, which withdrawals have not been replenished pursuant to this clause (i) or Section 4.7(a)(i) above, and third, to replenish the Series 2007-1 Available Subordinated Amount to the extent that the Series 2007-1 Available Subordinated Amount has theretofore been reduced as a result of any Losses or Lease Payment Losses allocated thereto pursuant to clause (ii) or (iii) below or Section 4.7(a)(ii) or (iii) above and not replenished pursuant to this clause (i) or Section 4.7(a)(i) above;

(C) allocate to the Series 2007-1 Collection Account an amount equal to the remaining Series 2007-1 Principal Allocation for such day (after making the allocations in (B) above), which amount shall be used to make principal payments in respect of the Series 2007-1 Notes; provided, however, that if the aggregate amount of all the remaining Series 2007-1 Principal Allocations during a Related Month exceeds the Series 2007-1 Controlled Distribution Amount for the Payment Date next succeeding such Related Month, such excess shall be allocated to the Series 2007-1 Excess Funding Account; and

(D) allocate to the Retained Distribution Account an amount determined as set forth in Section 4.7(a)(i)(D) above for such day;

 

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(ii) with respect to all Losses:

(A) decrease the Series 2007-1 Available Subordinated Amount and then make a claim under the Demand Note in accordance with Section 4.15 hereof, as and to the extent provided in Section 4.7(a)(ii)(A) above for such day; and

(B) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(ii)(B) above for such day, which amount shall reduce the Retained Interest Amount.

(iii) with respect to all Lease Payment Losses:

(A) decrease the Series 2007-1 Available Subordinated Amount and make a claim under the Series 2007-1 Letter of Credit in accordance with Section 4.14(b) hereof, as and to the extent provided in Section 4.7(a)(iii)(A) above for such day; and

(B) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iii)(B) above for such day, which amount shall reduce the Retained Interest Amount.

(c) Allocations During the Series 2007-1 Rapid Amortization Period. During the Series 2007-1 Rapid Amortization Period, the Master Servicer or the Series 2007-1 Insurer, as applicable, will direct the Trustee to allocate, on each Series 2007-1 Deposit Date, all amounts deposited into the Group IV Collection Account as set forth below:

(i)with respect to all Collections (including Recoveries and Lease Payment Recoveries):

(A) allocate to the Series 2007-1 Collection Account an amount determined as set forth in Section 4.7(a)(i)(A) above for such day, plus an amount (which shall have been approved by the Series 2007-1 Insurer) up to $500,000 to be applied to the payment of legal fees and expenses, if any and, if DTAG is no longer the Master Servicer, the amount equal to the sum of the Series 2007-1 Investor Monthly Servicing Fee and Series 2007-1 Monthly Supplemental Servicing Fee, which amount shall be deposited in the Series 2007-1 Accrued Interest Account and, as and to the extent provided in Section 4.7(a)(i)(A) above (after taking into account the additional amounts specified in this clause (c)(i)(A)), allocate an amount to the Series 2007-1 Excess Funding Account;

(B) allocate to the Series 2007-1 Collection Account an amount equal to the remaining Series 2007-1 Principal Allocation for such day (after making the allocations in (A) above), which amounts shall be used to make principal payments on a pro rata basis in respect of the Series 2007-1 Notes and any amounts payable to the Series 2007-1 Insurer;

 

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(C) allocate to the Series 2007-1 Collection Account out of the Series 2007-1 Principal Allocation, an amount necessary to first reimburse the Series 2007-1 Insurer in full for any claims on the Series 2007-1 Policy (after taking into account the amounts allocated in (B) above), second to replenish the Series 2007-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) and/or Section 4.15(b) hereof in respect of Series 2007-1 Lease Payment Losses and/or unpaid Demand Note draws, which withdrawals have not been replenished pursuant to this clause (i) or Section 4.7(a)(i) or 4.7(b)(i) above, and third, to replenish the Series 2007-1 Available Subordinated Amount to the extent that the Series 2007-1 Available Subordinated Amount has theretofore been reduced as a result of any Losses or Lease Payment Losses allocated thereto pursuant to clause (ii) or (iii) below or Section 4.7(a)(ii) or (a)(iii) or 4.7(b)(ii) or (b)(iii) above and not replenished pursuant to this clause (i) or Section 4.7(a)(i) or 4.7(b)(i) above; and

(D) allocate to the Retained Distribution Account an amount determined as set forth in Section 4.7(a)(i)(D) above for such day;

(ii) with respect to all Losses:

(A) decrease the Series 2007-1 Available Subordinated Amount and then make a claim under the Demand Note as and to the extent provided in Section 4.7(a)(ii)(A) above for such day; and

(B) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(ii)(B) above for such day, which amount shall reduce the Retained Interest Amount.

(iii) with respect to all Lease Payment Losses:

(A) decrease the Series 2007-1 Available Subordinated Amount and make a claim under the Series 2007-1 Letter of Credit in accordance with Section 4.14(b) hereof, as and to the extent provided in Section 4.7(a)(iii)(A) above for such day; and

(B) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iii)(B) above for such day, which amount shall reduce the Retained Interest Amount.

(d) Additional Allocations. Notwithstanding the foregoing provisions of this Section 4.7,

(i)provided the Series 2007-1 Rapid Amortization Period has not commenced, amounts allocated to the Series 2007-1 Excess Funding Account in excess of the Cash Liquidity Amount, if any, and the Substitute Group IV Exchanged Vehicle Proceeds Amount, if any, and that are not allocated to making payments under the Series 2007-1 Notes or other amounts pursuant to this Article 4, may, at the discretion of RCFC and as and to the extent permitted in the related Series Supplements, be used to pay the

 

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principal amount of other Group IV Series of Notes that are then in amortization and, after such payment, any such remaining funds after making any such principal payments, may, at RCFC’s option, be (i) used to finance, refinance or acquire Vehicles, to the extent Eligible Vehicles have been requested by any of the Lessees under the Master Lease, or (ii) transferred, on any Payment Date, to the Retained Distribution Account, to the extent that the Retained Interest Amount equals or exceeds zero after giving effect to such payment and so long as no Series 2007-1 Enhancement Deficiency or Asset Amount Deficiency exists or would result therefrom; provided, however, that funds remaining after the application of such funds to the payment of the principal amount of other Group IV Series of Notes that are in amortization and to the financing, refinancing or acquisition of Group IV Vehicles may be transferred to the Retained Distribution Account on a day other than a Payment Date if the Master Servicer furnishes to the Trustee an Officer’s Certificate to the effect that such transfer will not cause any of the foregoing deficiencies to occur either on the date that such transfer is made or, in the reasonable anticipation of the Master Servicer, on the next Payment Date. Funds in the Retained Distribution Account shall, at the option of the Master Servicer (or, if DTAG is not the Master Servicer, at the option of the Retained Interestholder), be available to finance, refinance or acquire Vehicles, to the extent Eligible Vehicles have been requested by any of the Lessees under the Master Lease, to pay the Net Book Value of Vehicles being tendered for exchange of like-kind property into the Group IV Collection Account, or for distribution to the Retained Interestholder (including any advances made under the Demand Note or otherwise);

(ii)in the event that the Master Servicer is not DTAG or an Affiliate of DTAG, the Master Servicer shall not be entitled to withhold any amounts pursuant to Section 4.2(c) and the Trustee shall deposit amounts payable to the Master Servicer in the Group IV Collection Account pursuant to the provisions of Section 4.2 on each Series 2007-1 Deposit Date;

(iii)any amounts withheld by the Master Servicer and not deposited in the Collection Account pursuant to Section 4.2(c) shall be deemed to be deposited in the Collection Account on the date such amounts are withheld for purposes of determining the amounts to be allocated pursuant to this Section 4.7;

(iv)if there is more than one Group IV Series of Notes outstanding, then Sections 4.7(a)(i)(D), 4.7(b)(i)(D) and 4.7(c)(i)(D) above shall not be duplicative with any similar provisions contained in any other Supplement and the Retained Interestholder shall only be paid such amount once with respect to any Payment Date;

(v)RCFC may, from time to time in its discretion, but with the consent of the Master Servicer (or, if DTAG is not the Master Servicer, with the consent of the Retained Interestholder), increase the Series 2007-1 Available Subordinated Amount by (a) (i) allocating to the Series 2007-1 Available Subordinated Amount Eligible Vehicles theretofore allocated to the Retained Interest and (ii) delivering to the Trustee an Officer’s Certificate affirming with respect to such Vehicles the representations and warranties set forth in Section 6.14 of the Base Indenture (and an Opinion of Counsel to the same effect) or (b) (i) depositing funds into the Series 2007-1

 

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Excess Funding Account by transfer from the Retained Distribution Account or otherwise, and (ii) delivering to the Master Servicer and the Trustee an Officer’s Certificate setting forth the amount of such funds and stating that such funds shall be allocated to the Series 2007-1 Available Subordinated Amount; provided, however, that RCFC shall have no obligation to so increase the Series 2007-1 Available Subordinated Amount at any time;

(vi)provided that the Insolvency Period has not commenced, amounts on deposit in the Series 2007-1 Cash Liquidity Account in excess of the Minimum Liquidity Amounton any Series 2007-1 Deposit Date may on such Series 2007-1 Deposit Date be withdrawn from the Series 2007-1 Cash Liquidity Account and deposited into the Series 2007-1 Excess Funding Account; and

(vii)if the Insolvency Period has commenced, amounts on deposit in the Series 2007-1 Cash Liquidity Account will be available to be transferred by the Trustee to the distribution accounts for application pursuant to Sections 4.8 and 4.9 hereof as applicable.

(e) Allocation of Proceeds Upon Payment in Full of Group IV Obligations. After the payment in full of the Invested Amount of all Group IV Series of Notes that have been issued by RCFC, all amounts due under the Indenture and the Related Documents with respect to such Group IV Series of Notes and all amounts due by RCFC under any other agreements it may have with the Enhancement Providers, if any, with respect to any Group IV Series of Notes, all Collections and all proceeds received by RCFC, the Trustee or the Master Collateral Agent in respect of the Group IV Collateral allocable to this Series in accordance with the Indenture and the Master Collateral Agency Agreement shall be allocated and transferred to the Retained Distribution Account.

Section 4.8Monthly Payments. All of the payments in this Section 4.8 will be made in accordance with written direction of the Master Servicer or, if the Master Servicer shall fail to give such direction, at the written direction of the Series 2007-1 Insurer (which the Series 2007-1 Insurer may provide in its sole discretion). On each Reporting Date, as provided below, the Master Servicer or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may in its sole discretion, instruct the Trustee to withdraw, and on the following Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Group IV Collection Account pursuant to Sections 4.8(a) through (c) below in respect of all funds available from Series 2007-1 Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2007-1 Notes. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.8, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide directions or instructions to the Trustee.

(a) Note Interest with respect to the Series 2007-1 Notes. On each Reporting Date, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw on the next succeeding Payment Date from amounts on deposit in the Series 2007-1

 

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Accrued Interest Account as a result of the allocations, drawings and withdrawals under Section 4.7 hereof, and deposit in the Series 2007-1 Distribution Account the lesser of (i) the amount on deposit in the Series 2007-1 Accrued Interest Account and (ii) the Series 2007-1 Interest Amount. The amount on deposit in the Series 2007-1 Accrued Interest Account, after taking into account any funds available therein from the Series 2007-1 Cash Liquidity Account, if any (following the establishment thereof pursuant to Section 4.18 of this Supplement), the Series 2007-1 Excess Funding Account in excess of the Cash Liquidity Amount, if any, and the Substitute Group IV Exchanged Vehicle Proceeds Amount, if any, claims made under the Demand Note, proceeds of draws on the Series 2007-1 Letter of Credit or withdrawals from the Series 2007-1 Cash Collateral Account, as the case may be, in each case, applied as described in Section 4.9 of this Supplement, shall be withdrawn by the Trustee on the following Payment Date and deposited in the Series 2007-1 Distribution Account and, in accordance with Section 5.1 of the Base Indenture, used to pay, first to the Series 2007-1 Insurer, an amount equal to the Series 2007-1 Insurer Payment; second to the Series 2007-1 Noteholders, pro rata, an amount equal to the Series 2007-1 Accrued Interest Amount; and third to the Series 2007-1 Insurer, an amount equal to the Series 2007-1 Insurer Reimbursement Amount, in each case, for such Payment Date.

(b) Legal Fees. On each Payment Date during the Series 2007-1 Rapid Amortization Period (provided the consent of the Series 2007-1 Insurer has been received), the Master Servicer shall, prior to making all distributions required to be made pursuant to Section 4.8(a) of this Supplement, instruct each of the Trustee to withdraw from the Series 2007-1 Accrued Interest Account, for payment to RCFC, an amount up to an aggregate amount for all such Payment Dates of $500,000 to be applied to the payment of legal fees and expenses, if any, of RCFC. On such Payment Date, the Trustee shall withdraw such amount from the Series 2007-1 Accrued Interest Account and remit such amount to RCFC.

(c) Servicing Fee. On each Payment Date, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall, after directing all distributions required to be made pursuant to Sections 4.8(a) and (b) of this Supplement or in the event that on the related Determination Date DTAG or any Affiliate thereof shall no longer be the Master Servicer, prior to such distributions being made (or if in addition to the foregoing the Series 2007-1 Rapid Amortization Period has also commenced, prior to making all distributions required to be made pursuant to Section 4.8(a) of this Supplement but after making all distributions required to be made pursuant to Section 4.8(b)), instruct in writing the Trustee to withdraw from the Series 2007-1 Accrued Interest Account, for payment to the Master Servicer, an amount equal to (a) the Series 2007-1 Investor Monthly Servicing Fee and any Series 2007-1 Monthly Supplemental Servicing Fee accrued during the preceding Series 2007-1 Interest Period, plus (b) all accrued and unpaid Series 2007-1 Investor Monthly Servicing Fees and any accrued and unpaid Series 2007-1 Monthly Supplemental Servicing Fees, minus (c) the amount of any Series 2007-1 Investor Monthly Servicing Fees and Series 2007-1 Monthly Supplemental Servicing Fees withheld by the Master Servicer pursuant to the Base Indenture. On such Payment Date, the Trustee shall withdraw such amount from the Series 2007-1 Accrued Interest Account and remit such amount to the Master Servicer. If on any Payment Date during the Series 2007-1 Rapid Amortization Period, if and only if an Insolvency Period shall be continuing (or if such Payment Date is on or after the Series 2007-1 Termination Date), the amount on deposit in the Series 2007-1 Accrued Interest Account is insufficient to pay the amount described in the second preceding sentence,

 

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the Trustee shall withdraw from the Series 2007-1 Cash Liquidity Account and the Cash Liquidity Amount, if any, an amount equal to the lesser of (i) the amount of such insufficiency and (ii) the amount then on deposit in the Series 2007-1 Cash Liquidity Account and such Cash Liquidity Amount, if any, and shall remit such amount, as well as any amount available in the Series 2007-1 Accrued Interest Account, to the Master Servicer.

Section 4.9Deposits, Draws and Claims in Respect of Payment of Note Interest. (a) All payments made pursuant to this Section 4.9 will be made in accordance with the written instructions of the Master Servicer or, if the Master Servicer shall fail to give such instructions, in accordance with the written instructions of the Series 2007-1 Insurer (which the Series 2007-1 Insurer may provide in its sole discretion). If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.9, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not affect the Series 2007-1 Insurer’s right to provide instructions to the Trustee. On each Payment Date, to the extent that after the allocations and deposits required pursuant to Section 4.7 and Section 4.8(a) of this Supplement a shortfall exists in the amounts available in the Series 2007-1 Distribution Account to pay the Series 2007-1 Accrued Interest Amount and Series 2007-1 Insurer Payment for such Payment Date (the “Interest Allocation Shortfall”), and if and only if an Insolvency Period shall be continuing (or if such Payment Date is on or after the Series 2007-1 Termination Date), the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw from funds on deposit in the Series 2007-1 Cash Liquidity Account and from the Cash Liquidity Amount, if any, an amount equal to the lesser of (A) the amount of such Interest Allocation Shortfall and (B) the amount on deposit in the Series 2007-1 Cash Liquidity Account (after giving effect to any withdrawals therefrom required on such Payment Date by Sections 4.18(a) and 4.8(c)) and the Cash Liquidity Amount, if any, and deposit such amount in the Series 2007-1 Distribution Account to pay the Interest Allocation Shortfall.

(b)If an Interest Allocation Shortfall continues to exist after the deposits required pursuant to paragraph (a) above have been made, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw from funds on deposit in the Series 2007-1 Excess Funding Account, an amount equal to the lesser of (A) the amount on deposit in the Series 2007-1 Excess Funding Account in excess of the Cash Liquidity Amount, if any, and the Substitute Group IV Exchanged Vehicle Proceeds Amount, if any, on such Payment Date and (B) such remaining amount of the Interest Allocation Shortfall, and deposit such amount in the Series 2007-1 Distribution Account to pay the remaining Interest Allocation Shortfall.

(c)If an Interest Allocation Shortfall continues to exist after the deposits required pursuant to paragraphs (a) and (b) above have been made, if amounts have been allocated to a drawing on the Series 2007-1 Letter of Credit pursuant to the allocations set forth in Section 4.7 of this Supplement, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to make a drawing on the Series 2007-1 Letter of Credit pursuant to Section 4.14 of this Supplement and deposit the lesser of (A) the amount allocated to a drawing on the Series 2007-1 Letter of Credit pursuant to Section 4.7 of this Supplement (not to exceed the Available Draw Amount) and (B) the amount of the remaining Interest Allocation

 

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Shortfall, in the Series 2007-1 Distribution Account. Notwithstanding anything in the foregoing to the contrary, this Section 4.9(c) shall not in any way limit the amount of any claim, withdrawal or drawing with respect to the Demand Note, Series 2007-1 Letter of Credit or Series 2007-1 Cash Collateral Account under and pursuant to any other provision of this Supplement.

(d)If a Series 2007-1 Monthly Interest Shortfall exists after the deposits required pursuant to paragraphs (a), (b) and (c) above have been made, the Master Servicer or the Series 2007-1 Insurer, as applicable, will instruct the Trustee to make a claim on the Series 2007-1 Policy in an amount equal to the Series 2007-1 Monthly Interest Shortfall for such date, and deposit such amount in the Series 2007-1 Distribution Account for direct payment to the Series 2007-1 Noteholders.

(e)If on any date a Series 2007-1 Preference Amount arises in respect of a payment of interest on the Series 2007-1 Notes, the Trustee shall make a claim on the Series 2007-1 Policy, in accordance with the terms thereof and Section 4.19 hereof in respect of such Series 2007-1 Preference Amount.

Section 4.10Deposits, Draws and Claims in Respect of Payment of Note Principal. All payments made pursuant to this Section 4.10 will be made in accordance with the written instructions of the Master Servicer or, if the Master Servicer shall fail to give such instructions, in accordance with the written instructions of the Series 2007-1 Insurer (which the Series 2007-1 Insurer may provide in its sole discretion). If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.10, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide directions or instructions to the Trustee.

(a) Commencing on the second Determination Date after the commencement of the Series 2007-1 Controlled Amortization Period or the first Determination Date after the commencement of the Series 2007-1 Rapid Amortization Period, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee as to the following:

(i)the Series 2007-1 Controlled Distribution Amount for the Related Month, (ii) the amount allocated to the Series 2007-1 Notes during the Related Month pursuant to Section 4.7(b)(i)(C) or 4.7(c)(i)(B) of this Supplement, as applicable, and (iii) the amount, if any, by which the amount in clause (i) above exceeds the amount in clause (ii) above (the amount of such excess the “Series 2007-1 Controlled Distribution Amount Deficiency”); and

(b) Commencing on the second Payment Date after the commencement of the Series 2007-1 Controlled Amortization Period:

(i)the Trustee shall, in respect of the Series 2007-1 Notes, withdraw from the Series 2007-1 Collection Account an amount equal to the lesser of the amounts specified in clauses (i) and (ii) of Section 4.10(a) of this Supplement, and deposit such

 

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amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders on account of the Series 2007-1 Controlled Distribution Amount;

(ii)to the extent any Series 2007-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clause (i) of this subsection, the Master Servicer may instruct the Trustee to withdraw, from funds on deposit in the Excess Funding Accounts for the other Group IV Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts to pay principal and interest in respect of the related Series of Notes pursuant to the related Series Supplements), and (y) the remaining amount of the Series 2007-1 Controlled Distribution Amount Deficiency, and deposit such amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders on account of the Series 2007-1 Controlled Distribution Amount, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group IV Series of Notes shall be applied on a pro rata basis with respect to each Group IV Series of Notes with respect to which a Series 2007-1 Controlled Distribution Amount Deficiency exists after application of the amounts specified in the corresponding sections of the related Series Supplements;

(iii)to the extent any Series 2007-1 Controlled Distribution Amount Deficiency exists after application of the amounts specified in clauses (i) and (ii) of this subsection, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw, from funds on deposit in the Series 2007-1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 2007-1 Excess Funding Account in excess of the Cash Liquidity Amount, if any, and the Substitute Group IV Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts pursuant to Section 4.9 of this Supplement) and (w) the remaining amount of the Series 2007-1 Controlled Distribution Amount Deficiency and deposit such amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders on account of the Series 2007-1 Controlled Distribution Amount; and

(iv)to the extent any Series 2007-1 Controlled Distribution Amount Deficiency remains after application of the amounts specified in clauses (i) through (iii) of this subsection, if amounts have been drawn on the Series 2007-1 Letter of Credit and deposited into the Series 2007-1 Collection Account pursuant to Section 4.14 of this Supplement, or amounts have been claimed under the Demand Note or drawn under the Series 2007-1 Letter of Credit in respect thereof and deposited into the Series 2007-1 Collection Account pursuant to Section 4.15 of this Supplement, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw from the Series 2007-1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 2007-1 Collection Account representing such draw on the Series 2007-1 Letter of Credit, not to exceed the Available Draw Amount, or payment under the Demand Note (after application of any portion thereof pursuant to Section 4.9 of this Supplement) and (y) the remaining amount of the Series 2007-1 Controlled Distribution Amount Deficiency (if any), and deposit such amount in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders on account of the Series

 

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2007-1 Controlled Distribution Amount; provided, however, that on the Series 2007-1 Termination Date for the Series 2007-1 Notes, the Trustee shall withdraw from such accounts, as provided above, an amount which is no greater than the Series 2007-1 Outstanding Principal Amount as of such date. The Series 2007-1 Outstanding Principal Amount shall be due and payable on the Series 2007-1 Termination Date.

(c) Commencing on the first Payment Date after the commencement of the Series 2007-1 Rapid Amortization Period:

(i)the Trustee shall withdraw from the Series 2007-1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(B) of this Supplement and deposit such amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders;

(ii)to the extent any portion of the Series 2007-1 Outstanding Principal Amount still remains unpaid after application of the amounts specified in clause (i) above, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group IV Series of Notes, if any, an amount equal to the lesser of (x) the aggregate amount on deposit in such Excess Funding Accounts on such Payment Date (after application of any such amounts to pay principal and interest in respect of the related Series of Notes pursuant to the related Series Supplements) and (y) the unpaid portion of the Series 2007-1 Outstanding Principal Amount and deposit such amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group IV Series of Notes shall be applied on a pro rata basis with respect to each Group IV Series of Notes with respect to which a deficiency exists;

(iii)to the extent any portion of the Series 2007-1 Invested Amount remains unpaid after application of the amount specified in clauses (i) and (ii), the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee to withdraw, from funds on deposit in the Series 2007-1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 2007-1 Excess Funding Account in excess of the Cash Liquidity Amount, if any, (or, on any date on or after the Series 2007-1 Termination Date, the amount on deposit in the Series 2007-1 Excess Funding Account without the foregoing limitation after application of the Cash Liquidity Amount to pay the fees of any successor Master Servicer provided for in Section 4.8(c) of this Supplement, and interest in respect of the Series 2007-1 Notes as provided in Section 4.9(a)) and the Substitute Group IV Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts pursuant to Section 4.9 of this Supplement), and (w) the unpaid portion of the Series 2007-1 Outstanding Principal Amount and deposit such amount in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders; and

(iv)to the extent any portion of the Series 2007-1 Outstanding Principal Amount still remains unpaid after application of the amounts specified in clauses (i) through (iii) above, if amounts have been drawn on the Series 2007-1 Letter of

 

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Credit and deposited into the Series 2007-1 Collection Account pursuant to Section 4.14 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 2007-1 Letter of Credit in respect thereof and deposited into the Series 2007-1 Collection Account pursuant to Section 4.15 of this Supplement, the Master Servicer or the Series 2007-1 Insurer with one (1) Business Day prior written notice to the Master Servicer, as applicable, shall instruct the Trustee to withdraw from the Series 2007-1 Collection Account on such Payment Date the least of (x) the amount on deposit in the Series 2007-1 Collection Account representing such draw on the Series 2007-1 Letter of Credit, not to exceed the Available Draw Amount, or payment under the Demand Note (after application of any portion thereof pursuant to Section 4.9 of this Supplement), (y) if during an Insolvency Period, the Permitted Principal Draw Amount on such date, and (z) the excess of the Series 2007-1 Outstanding Principal Amount over the amounts described in clauses (i) through (iii) above and deposit such amounts in the Series 2007-1 Distribution Account to be paid, pro rata, to the Series 2007-1 Noteholders; provided, however, that on the Series 2007-1 Termination Date for the Series 2007-1 Notes, the Trustee shall withdraw from the Series 2007-1 Collection Account, as provided above, an aggregate amount which is no greater than the Series 2007-1 Outstanding Principal Amount as of such date.

(d) On each Payment Date occurring on or after the date a withdrawal is made pursuant to Sections 4.10(b) and (c) of this Supplement, the Paying Agent shall, in accordance with Section 5.1 of the Base Indenture and the Master Servicer’s most recent Monthly Certificate pay to the applicable Series 2007-1 Noteholders, pro rata, the lesser of the Series 2007-1 Outstanding Principal Amount and the amount deposited in the Series 2007-1 Distribution Account for the payment of principal pursuant to Sections 4.10(b) and (c), as applicable, of this Supplement. If, after giving effect to the deposit into the Series 2007-1 Distribution Account of the amount to be deposited in accordance with Sections 4.10(b) and (c) of this Supplement, the amount to be deposited in the Series 2007-1 Distribution Account with respect to the Series 2007-1 Termination Date is or will be less than the Series 2007-1 Outstanding Principal Amount, the Trustee shall make a demand on the Series 2007-1 Policy by 12:00 p.m. (New York City time) on the second Business Day preceding the Series 2007-1 Termination Date in an amount equal to the Series 2007-1 Principal Shortfall and shall cause the proceeds thereof to be deposited in the Series 2007-1 Distribution Account for direct payment to the Series 2007-1 Noteholders as a payment in respect of the principal thereof. The Series 2007-1 Insurer may, at its option following the occurrence of an Amortization Event, direct the Trustee to make a claim on the Series 2007-1 Policy to pay the Series 2007-1 Outstanding Principal Amount to the Series 2007-1 Noteholders. The Trustee shall cause the proceeds of any such drawing, which shall be made in accordance with Section 4.19(b)(ii) of this Supplement, to be deposited in the Series 2007-1 Distribution Account for direct payment to the Series 2007-1 Noteholders as a payment in respect of the principal thereof.

(e) On the Series 2007-1 Termination Date and on any date thereafter, if a Series 2007-1 Preference Amount arises in respect of a payment of principal of the Series 2007-1 Notes, the Trustee shall make a demand on the Series 2007-1 Policy, in accordance with the terms thereof and Section 4.19 hereof, in respect of such Series 2007-1 Preference Amount.

 

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(f) On and after the Series 2007-1 Termination Date with respect to the Series 2007-1 Notes, any amounts remaining in the Series 2007-1 Collection Account, the Series 2007-1 Excess Funding Account (including any Cash Liquidity Amount or any Substitute Group IV Exchanged Vehicle Proceeds Amount) or the Series 2007-1 Distribution Account shall be paid to the Series 2007-1 Insurer up to the amount of any unpaid Series 2007-1 Insurer Reimbursement Amounts.

Section 4.11Retained Distribution Account. On each Payment Date, the Master Servicer or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, instruct the Trustee in writing to instruct the Paying Agent to transfer to the Retained Distribution Account (established pursuant to Section 4.1(b) of the Base Indenture) (i) all funds which are in the Collection Account that have been allocated to the Retained Distribution Account as of such Payment Date and (ii) all funds that were previously allocated to the Retained Distribution Account but not transferred to the Retained Distribution Account. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.11, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide instruction to the Trustee.

Section 4.12Series 2007-1 Distribution Account.

(a) Establishment of Series 2007-1 Distribution Account. The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, or cause to be established and maintained, an account (the “Series 2007-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer. The Series 2007-1 Distribution Account shall be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Series 2007-1 Distribution Account. If the Series 2007-1 Distribution Account is not maintained in accordance with the previous sentence, the Master Servicer or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, establish a new Series 2007-1 Distribution Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Trustee to transfer all cash and investments from the non-qualifying Series 2007-1 Distribution Account into the new Series 2007-1 Distribution Account. Initially, the Series 2007-1 Distribution Account will be established with the Trustee.

(b) Administration of the Series 2007-1 Distribution Account. The Master Servicer or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, instruct the institution maintaining the Series 2007-1 Distribution Account in writing to invest funds on deposit in the Series 2007-1 Distribution Account at all times in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received, unless any Permitted Investment held in the Series 2007-1 Distribution Account is held with the Trustee, in which case such investment may mature on such Payment Date provided that such

 

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funds shall be available for withdrawal on or prior to such Payment Date. The Trustee shall hold, for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, possession of any negotiable instruments or securities evidencing the Permitted Investments from the time of purchase thereof until the time of maturity.

(c) Earnings from Series 2007-1 Distribution Account. Subject to the restrictions set forth above, the Master shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Series 2007-1 Distribution Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Series 2007-1 Distribution Account shall be deemed to be on deposit and available for distribution. If the Master Servicer shall fail to instruct the Trustee with respect to the investment of funds on deposit in the Series 2007-1 Distribution Account, the Series 2007-1 Insurer may, in its sole discretion so instruct the Trustee.

(d) Series 2007-1 Distribution Account Constitutes Additional Collateral for Series 2007-1 Notes. In order to secure and provide for the payment of the RCFC Obligations with respect to the Series 2007-1 Notes (but not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, all of RCFC’s right, title and interest in and to the following (whether now or hereafter existing and whether now owned or hereafter acquired): (i) the Series 2007-1 Distribution Account; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2007-1 Distribution Account or the funds on deposit therein from time to time; (iv) all Permitted Investments made at any time and from time to time with monies in the Series 2007-1 Distribution Account; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2007-1 Distribution Account Collateral”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2007-1 Distribution Account and in all proceeds thereof. The Series 2007-1 Distribution Account Collateral shall be under the sole dominion and control of the Trustee, and the Paying Agent at the direction of the Trustee, in each case for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer.

(e)Series 2007-1 Insurer’s Instructions. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.12, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide instructions to the Trustee.

Section 4.13The Master Servicer’s Failure to Instruct the Trustee to Make a Deposit or Payment. If the Master Servicer fails to give notice or instructions to make any payment from or deposit into the Group IV Collection Account required to be given by the Master Servicer, at the time specified in the Master Lease or any other Related Document (including applicable grace periods), the Series 2007-1 Insurer, may, in its sole discretion, give such notice or instruction. If such failure is known by the Trustee and the Series 2007-1 Insurer fails to give such notice or instruction, the Trustee shall make such payment or deposit into or from the Group IV Collection Account without such notice or instruction from the Master

 

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Servicer or the Series 2007-1 Insurer, as applicable, if and to the extent that the Trustee has been furnished information adequate, in the sole discretion of the Trustee, to determine the amounts and beneficiaries of such payments. Pursuant to the Master Lease, the Master Servicer has agreed that it shall, upon request of the Trustee, promptly provide the Trustee with all information necessary to allow the Trustee to make such a payment or deposit. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.13, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide instruction to the Trustee.

 

Section 4.14   Lease Payment Loss Draw on Series 2007-1 Letter of Credit.  (a) At or before 4:00 p.m. (New York City time) on the Business Day immediately prior to each Payment Date, the Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, notify the Trustee pursuant to the Master Lease of the amount of the Series 2007-1 Lease Payment Losses, such notification to be in the form of Exhibit C attached to this Supplement.

(b)   So long as the Series 2007-1 Letter of Credit shall not have been terminated, on any Payment Date that there are Series 2007-1 Lease Payment Losses, the Trustee shall, by 9:00 a.m. (New York City time) on the same Payment Date, draw on the Series 2007-1 Letter of Credit by presenting a draft in an amount equal to the lesser of (i) the Series 2007-1 Lease Payment Losses allocated to making a drawing under the Series 2007-1 Letter of Credit pursuant to Sections 4.7(a)(iii)(A), 4.7(b)(iii)(A) or 4.7(c)(iii)(A), as applicable, of this Supplement, and (ii) the Available Draw Amount on such Payment Date, accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be allocated and deposited as soon as practicable in the Series 2007-1 Collection Account for further allocation to the Series 2007-1 Distribution Account in accordance with the instructions of the Master Servicer or the Series 2007-1 Insurer, as applicable, and pursuant to the terms of this Supplement; provided that, to the extent that on any Payment Date any proceeds of a draw on the Series 2007-1 Letter of Credit remain on deposit in the Series 2007-1 Collection Account or Series 2007-1 Distribution Account, (after giving effect to all applications thereof pursuant to Section 4.10 on such Payment Date) the Master Servicer or the Series 2007-1 Insurer, as applicable, shall instruct the Trustee or Paying Agent to deposit such remaining proceeds into the Series 2007-1 Cash Liquidity Account (following the establishment thereof pursuant to Section 4.6(b) of this Supplement). The Master Servicer or the Series 2007-1 Insurer, as applicable, shall notify each Rating Agency of the amount of any draw on the Series 2007-1 Letter of Credit on account of Series 2007-1 Lease Payment Losses not later than five (5) Business Days after the date of such draw.

(c)   If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.14, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not affect the Series 2007-1 Insurer’s right to provide instruction or notice to the Trustee.

Section 4.15Claim Under the Demand Note.   (a) On each Determination Date, the Master Servicer shall or, if the Master Servicer shall fail to do so, the

 

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Series 2007-1 Insurer may, in its sole discretion, determine the aggregate amount, if any, of Losses that have occurred during the Related Month. In the event that any such Losses occurring during such Related Month exceed the amount of Recoveries received during such Related Month, the Master Servicer shall set forth the aggregate amount of such net Losses in the Monthly Report, and the Trustee shall make the allocations as set forth in Sections 4.7(a)(ii)(A), 4.7(b)(ii)(A) and 4.7(c)(ii)(A), as applicable, of this Supplement. If any amounts are allocated to a claim under the Demand Note pursuant to such Sections (any such amounts, “Demand Note Claim Amounts”), the Trustee shall transmit to the issuer of the Demand Note a demand for repayment (each, a “Demand Notice”) under the Demand Note in the amount of the lesser of (x) the outstanding amount of such Demand Note and (y) the Demand Note Claim Amounts, in each case such payment to be made on or prior to the next succeeding Payment Date by deposit of funds into the Series 2007-1 Collection Account in the specified amount.

(b) In the event that on any Payment Date on which (x) a Demand Notice has been transmitted to the issuer of the Demand Note on the related Determination Date pursuant to Section 4.15(a) above and the Demand Note issuer shall have failed to deposit into the Series 2007-1 Collection Account the amount specified in such Demand Notice on or prior to 9:00 a.m. (New York City time) on such Payment Date, (y) a Demand Notice for payment by the issuer of the Demand Note could be transmitted to the issuer of the Demand Note on the related Determination Date pursuant to Section 4.15(a) above, but has been prevented from being transmitted or, if so transmitted, the issuer of the Demand Note has been prevented from making any payment thereunder, as a result of the operation of any bankruptcy or insolvency law, or (z) a payment made by the issuer of the Demand Note under the Demand Note pursuant to Section 4.15(a) above has been avoided and recovered pursuant to Sections 547 and 550 of the Bankruptcy Code on or before such Payment Date, then, so long as the Series 2007-1 Letter of Credit shall not have been terminated, the Trustee shall, by 9:00 a.m. (New York City time) on the same Business Day, draw on the Series 2007-1 Letter of Credit by presenting a draft in an amount equal to the lesser of (1) (i) that portion of the amount demanded under the Demand Note as specified in Section 4.15(a) above that has not been deposited into the Series 2007-1 Collection Account as of 9:00 a.m. (New York City time) on such Payment Date, in the case of clause (x) above, (ii) the amount of the stayed demand for payment in the case of clause (y) above or (iii) the amount avoided and recovered in the case of clause (z) above and (2) the Available Draw Amount, in each case accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be and deposited in the Series 2007-1 Distribution Account and the Series 2007-1 Collection Account for application pursuant to Section 4.10(b) or (c) of this Supplement, as applicable. The Master Servicer shall notify each Rating Agency of the amount of any draw on the Series 2007-1 Letter of Credit on account of Demand Note claim amounts not later than five (5) Business Days after the date of such draw.

Section 4.16Series 2007-1 Letter of Credit Termination Demand.   (a) If prior to the date which is ten (10) Business Days prior to the then scheduled Series 2007-1 Letter of Credit Expiration Date,

(i)the Series 2007-1 Letter of Credit shall not have been extended or there shall not have been appointed a successor institution to act as Series 2007-1 Letter of Credit Provider, and

 

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(ii)the payments to be made by the Lessees under the Master Lease shall not have otherwise been credit enhanced with (A) the funding of the Series 2007-1 Cash Collateral Account with cash in the amount of the Series 2007-1 Letter of Credit Amount, (B) other cash collateral accounts, overcollateralization or subordinated securities or (C) with the consent of the Required Series 2007-1 Noteholders, a Surety Bond or other similar arrangements; provided, however, that

(A) any such successor institution or other form of substitute credit enhancement referred to in the foregoing clauses (B) and (C) shall be approved by each Rating Agency; and

(B) any such successor institution or other form of substitute credit enhancement referred to in the foregoing clauses (i) or (ii)(C) shall, if the short-term debt credit ratings with respect to such substitute credit enhancement, if applicable, are less than “P-1” or the equivalent from Moody’s or “A-1” or the equivalent from Standard & Poor’s be approved by the Required Series 2007-1 Noteholders;

then the Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, notify the Trustee and, in the case of notice from the Master Servicer, the Series 2007-1 Insurer in writing pursuant to the Master Lease no later than one Business Day prior to the Series 2007-1 Letter of Credit Expiration Date of (i) the Series 2007-1 Invested Amount on such date, and (ii) the amount available to be drawn on the Series 2007-1 Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 1:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (i) and (ii) above on the Series 2007-1 Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall deposit the proceeds of the disbursement resulting therefrom in a special deposit account (the “Series 2007-1 Cash Collateral Account”).

(b) The Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, notify the Trustee and, in the case of notice from the Master Servicer, the Series 2007-1 Insurer in writing pursuant to the Master Lease within one Business Day of becoming aware that the short-term debt credit rating of the Series 2007-1 Letter of Credit Provider has fallen below “P-1” in the case of Moody’s or “A-1” in the case of Standard & Poor’s. At such time the Master Servicer or the Series 2007-1 Insurer, as applicable, shall also notify the Trustee of (i) the Series 2007-1 Invested Amount on such date, and (ii) the Series 2007-1 Letter of Credit Amount on such date. Upon the 30th Business Day following receipt of such notice by the Trustee if the condition described in the first sentence of this Section 4.16(b) shall remain in effect on or prior to 10:00 a.m. (New York City time) on any Business Day, unless the Master Servicer shall have obtained a new letter of credit, substantially in the form of the Series 2007-1 Letter of Credit and provided by an entity with short-term debt credit ratings of at least “P-1” in the case of Moody’s and “A-1” in the case of Standard & Poor’s and, the Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 1:00 p.m. (New

 

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York City time) on the next following Business Day), draw on the Series 2007-1 Letter of Credit in an amount equal to the lesser of the principal balance of all Outstanding Series 2007-1 Notes on such Business Day and the amount available to be drawn on the Series 2007-1 Letter of Credit on such Business Day by presenting a draft accompanied by a Certificate of Termination Demand and shall deposit the proceeds of the disbursement resulting therefrom in the Series 2007-1 Cash Collateral Account.

Section 4.17The Series 2007-1 Cash Collateral Account. . (a) Upon receipt of notice of a draw on the Series 2007-1 Letter of Credit pursuant to Section 4.16, the Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, or cause to be established and maintained, the Series 2007-1 Cash Collateral Account bearing a designation clearly indicating that the funds deposited therein are held for the Series 2007-1 Noteholders and the Series 2007-1 Insurer. The Series 2007-1 Cash Collateral Account shall be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Series 2007-1 Cash Collateral Account. If the Series 2007-1 Cash Collateral Account is not maintained in accordance with the prior sentence, then within ten (10) Business Days after obtaining knowledge of such fact, the Master Servicer has agreed pursuant to the Master Lease that it shall establish a new Series 2007-1 Cash Collateral Account which complies with such sentence and shall instruct the Trustee in writing to transfer into the new Series 2007-1 Cash Collateral Account all cash and investments from the non-qualifying Series 2007-1 Cash Collateral Account. When established, the Series 2007-1 Cash Collateral Account is intended to function in all respects as the replacement for, and the equivalent of, the Series 2007-1 Letter of Credit. Accordingly, following its creation, each reference to a draw on the Series 2007-1 Letter of Credit shall refer to withdrawals from the Series 2007-1 Cash Collateral Account and references to similar terms shall mean and be a reference to actions taken with respect to the Series 2007-1 Cash Collateral Account that correspond to actions that otherwise would have been taken with respect to the Series 2007-1 Letter of Credit. Without limiting the generality of the foregoing, upon funding of the Series 2007-1 Cash Collateral Account, the Trustee shall, at all times when otherwise required to make a draw under the Series 2007-1 Letter of Credit pursuant to Section 4.14 or 4.15 of this Supplement, make a withdrawal from the Series 2007-1 Cash Collateral Account in the amount and at such time as a draw would be made under the Series 2007-1 Letter of Credit pursuant to Section 4.14 or 4.15 of this Supplement. The Trustee shall provide written notice to DTAG of any withdrawal from the Series 2007-1 Cash Collateral Account pursuant to Section 4.14 or 4.15 of this Supplement.

(b) In order to secure and provide for the repayment and payment of the obligations of RCFC with respect to the Series 2007-1 Notes (but not any other Series of Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, all of RCFC’s right, title and interest in and to the following (whether now or hereafter existing and whether now owned or hereafter acquired): (i) the Series 2007-1 Cash Collateral Account; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2007-1 Cash Collateral Account or the funds on deposit therein from time to time; (iv) all Permitted Investments made at any time and from time to time with the monies in the Series 2007-1 Cash Collateral Account; and (v) all proceeds of any and all of the foregoing,

 

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including, without limitation, cash. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2007-1 Cash Collateral Account and in all proceeds thereof. The Series 2007-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2007-1 Noteholders, the Series 2007-1 Insurer and the Series 2007-1 Letter of Credit Provider, as their interests appear herein, which interest in the case of the Series 2007-1 Letter of Credit Provider shall be subject to the interests of the holders of Series 2007-1 Notes as provided herein.

(c) Funds on deposit in the Series 2007-1 Cash Collateral Account shall, at the written direction of the Master Servicer given pursuant to the Master Lease or, in the sole discretion of the Series 2007-1 Insurer, at the written direction of the Series 2007-1 Insurer if the Master Servicer shall fail to give such direction, be invested by the Trustee in Permitted Investments. Funds on deposit in the Series 2007-1 Cash Collateral Account on any Payment Date, after giving effect to any deposits to or withdrawals from the Series 2007-1 Cash Collateral Account on such Payment Date, shall be invested in Permitted Investments that will mature at such time that such funds will be available for withdrawal on or prior to the following Payment Date. The proceeds of any such investment, to the extent not distributed on such Payment Date, shall be invested in Permitted Investments that will mature at such time that such funds will be available for withdrawal on or prior to the Payment Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 2007-1 Noteholders, the Series 2007-1 Insurer and the Series 2007-1 Letter of Credit Provider as their interests appear herein, which interest in the case of the Series 2007-1 Letter of Credit Provider shall be subject to the interests of the holders of the Series 2007-1 Notes as provided herein, possession of the negotiable instruments or securities evidencing the Permitted Investments from the time of purchase thereof until the time of sale or maturity. On each Payment Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Payment Date on funds on deposit in the Series 2007-1 Cash Collateral Account shall be paid, to the Series 2007-1 Letter of Credit Provider to the extent of any unreimbursed draws on the Series 2007-1 Letter of Credit. Subject to the restrictions set forth above, the Master Servicer, a Person designated in writing by the Master Servicer with written notification thereof to the Trustee or the Series 2007-1 Insurer, as applicable, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Series 2007-1 Cash Collateral Account. For purposes of determining the availability of funds or the balances in the Series 2007-1 Cash Collateral Account for any reason under the Indenture, all investment earnings on such funds shall be deemed not to be available or on deposit.

(d) In the event that the Series 2007-1 Cash Collateral Account Surplus on any Payment Date, after giving effect to all withdrawals from the Series 2007-1 Cash Collateral Account, is greater than zero, the Trustee, acting in accordance with the written instructions of the Master Servicer or the Series 2007-1 Insurer, as applicable, shall withdraw from the Series 2007-1 Cash Collateral Account an amount equal to the Series 2007-1 Cash Collateral Amount Surplus and shall pay from such amount to the Series 2007-1 Letter of Credit Provider, an amount equal to the amount of unreimbursed draws under the Series 2007-1 Letter of Credit.

(e) Upon the later to occur of (i) the termination of the Indenture pursuant to Section 10.1 of the Base Indenture and (ii) the Business Day immediately following the Series 2007-1 Letter of Credit Expiration Date, the Trustee, acting in accordance with the written

 

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instructions of the Master Servicer or the Series 2007-1 Insurer, as applicable, after the prior payment of all amounts owing to the Series 2007-1 Noteholders and to the Series 2007-1 Insurer and payable from the Series 2007-1 Cash Collateral Account as provided herein, shall withdraw from the Series 2007-1 Cash Collateral Account all amounts on deposit therein and shall pay from such amounts to the Series 2007-1 Letter of Credit Provider an amount equal to the amount of unreimbursed draws on the Series 2007-1 Letter of Credit.

(f)If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.17, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not affect the Series 2007-1 Insurer’s right to provide direction, notice or instruction to the Trustee.

Section 4.18Application of Cash Liquidity Amount; Restrictions on Amounts Drawn Under Series 2007-1 Letter of Credit.

(a) Application of Cash Liquidity Amount. Notwithstanding anything to the contrary contained herein or in any other Related Document, funds in an amount not less than the Cash Liquidity Amountshall at all times, except as specified in this Section 4.18, be retained in the Series 2007-1 Cash Liquidity Account; provided, however, that upon the occurrence of any Event of Bankruptcy (without giving effect to any grace period granted in the definition thereof set forth in the Base Indenture) with respect to DTAG or any Lessee and during the continuance of the related Insolvency Period (or on any date on or after the Series 2007-1 Termination Date), funds that have been retained in the Series 2007-1 Cash Liquidity Account pursuant to this Section 4.18(a) may be used as provided in this Section 4.18 to pay the following amounts in the following order of priority: the fees of any successor Master Servicer provided for in Section 4.8(c) of this Supplement, and interest in respect of the Series 2007-1 Notes as provided in Section 4.9(a), in each case then due and payable, pursuant to the Base Indenture as supplemented by this Supplement, in respect of the Series 2007-1 Notes; provided, further that, on any date on or after the Series 2007-1 Termination Date, the Cash Liquidity Amount may also be used to pay the Series 2007-1 Outstanding Principal Amount after payment of the foregoing amounts as set forth in Section 4.10(c)(iii).

(b) Allocation of Certain Amounts to Series 2007-1 Cash Liquidity Account. Notwithstanding anything to the contrary set forth in this Supplement, for the period beginning on the date of the occurrence of any Event of Bankruptcy (without giving effect to any grace period granted in the definition thereof set forth in the Base Indenture) and ending on the earlier of (x) the date that is nine months after the occurrence of an Event of Bankruptcy (without giving effect to any grace period granted in the definition thereof set forth in the Base Indenture) with respect to DTAG or any Lessee and (y) the date on which the underlying case, application or petition with respect to such Event of Bankruptcy is withdrawn or dismissed or any stay thereunder in respect of the Trustee is lifted (any such period, an “Insolvency Period”), all Disposition Proceeds, Repurchase Payments, Incentive Payments and Guaranteed Payments received by RCFC or the Trustee (including by deposit into the Series 2007-1 Collection Account) during the period from and including the date of the occurrence of such Event of Bankruptcy (without giving effect to any grace period granted in the definition thereof set forth in the Base Indenture) to but excluding the 30th day thereafter, in an amount equal to the

 

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Insolvency Event Reallocated Amount, shall be deposited into the Series 2007-1 Cash Liquidity Account and shall be allocated and distributed solely as amounts on deposit in the Series 2007-1 Cash Liquidity Account are allocated pursuant to this Supplement. Upon the expiration of such Insolvency Period, Disposition Proceeds, Repurchase Payments and Guaranteed Payments shall be allocated and distributed in accordance with this Article 4 (exclusive of this Section 4.18(b)).

(c)Calculation of Permitted Principal Draw Amount and Accumulated Principal Draw Amount. Upon the occurrence of any Event of Bankruptcy (without giving effect to any grace period granted in the definition thereof set forth in the Base Indenture) with respect to DTAG or any Lessee, the Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, calculate the Permitted Principal Draw Amount as of the date of the occurrence of such Event of Bankruptcy, and thereafter, on each Business Day, and following each draw under the Series 2007-1 Letter of Credit, until the termination of the related Insolvency Period, the Master Servicer or the Series 2007-1 Insurer, as applicable, shall calculate the Permitted Principal Draw Amount then in effect, and shall inform the Trustee of such amount. Following each draw on the Series 2007-1 Letter of Credit during any Insolvency Period, the Master Servicer or the Series 2007-1 Insurer with prior written notice to the Master Servicer, as applicable, shall calculate the Accumulated Principal Draw Amount after giving effect to such draw, and shall promptly inform the Trustee of such amount. If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.18(c), the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not affect the Series 2007-1 Insurer’s right to calculate such Permitted Principal Draw Amount and Accumulated Principal Draw Amount.

(d)Funding of Cash Liquidity Account. If at any time the Trustee shall determine that, for the first time since the Series 2007-1 Closing Date, an Insolvency Period Commencement Date shall have occurred, the Trustee shall deposit into the Series 2007-1 Cash Liquidity Account any Collections that are required to be deposited therein pursuant to Article 4 of this Supplement, and shall at all times when required by this Supplement make withdrawals from the Series 2007-1 Cash Liquidity Account in the amounts and at times required under Article 4 of this Supplement.

Section 4.19Claims on Series 2007-1 Policy.   (a) At or before 4:00 p.m. (New York City time) on the Business Day immediately prior to each Payment Date, the Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, notify the Trustee of the amount of the Series 2007-1 Monthly Interest Shortfall which remains after the deposits required pursuant to Section 4.9 hereof. The Trustee shall, by 9:00 a.m. (New York City time) on such Payment Date, make a claim on the Series 2007-1 Policy in an amount equal to the Series 2007-1 Monthly Interest Shortfall. The proceeds of such claim shall be allocated and deposited as soon as practicable in the Series 2007-1 Distribution Account for application in accordance with Section 4.9 of this Supplement.

(b) At or before 4:00 p.m. (New York City time) on the third Business Day preceding the Series 2007-1 Termination Date, the Master Servicer shall or, if the Master Servicer shall fail to do so, the Series 2007-1 Insurer may, in its sole discretion, notify the Trustee of the amount of the Series 2007-1 Outstanding Principal Amount which will remain

 

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unpaid after giving effect to the deposit into the Series 2007-1 Distribution Account of the amount to be deposited in accordance with Sections 4.10(b) and (c) of this Supplement and paid to the Series 2007-1 Noteholders in accordance with Section 4.10(d) of this Supplement. The Trustee shall (i) by 9:00 a.m. (New York City time) on the second Business Day preceding the Series 2007-1 Termination Date, make a claim on the Series 2007-1 Policy in an amount equal to the Series 2007-1 Principal Shortfall and (ii) solely at the direction of the Series 2007-1 Insurer, by 9:00 a.m. (New York City time) on the Second Business Day preceding any Payment Date after the occurrence of an Amortization Event, make a claim on the Series 2007-1 Policy in an amount equal to the amount by which the Series 2007-1 Outstanding Principal Amount as of such date exceeds the amount on deposit in the Series 2007-1 Distribution Account on such date for the payment of principal after making all allocations, deposits and claims under available credit enhancement for such Payment Date. The proceeds of either such claim shall be allocated and deposited as soon as practicable in the Series 2007-1 Distribution Account for application in accordance with Section 4.10(d) hereof.

(c) If a payment in respect of interest on the Series 2007-1 Notes becomes a Series 2007-1 Preference Amount on any date, the Trustee will make a claim under the Series 2007-1 Policy for such amount upon the conditions thereto having been satisfied. If on any date subsequent to the Series 2007-1 Termination Date, a Series 2007-1 Preference Amount arises, the Trustee shall, by 12:00 noon (New York City time) on the date such Series 2007-1 Preference Amount arises, make a claim on the Series 2007-1 Policy in an amount equal to such Series 2007-1 Preference Amount. The proceeds of such draw shall be allocated and deposited as soon as practicable in the Series 2007-1 Distribution Account for application to the Series 2007-1 Noteholders in accordance with this Supplement.

(d)If the Series 2007-1 Insurer elects in its sole discretion, to provide to the Trustee any direction under this Section 4.19, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide notice to the Trustee.

(e)Notwithstanding the provisions of subsection (a) above, with respect to amounts payable under the Series 2007-1 Policy on account of the Series 2007-1 Monthly Interest Shortfall only, if the sum of the Series 2007-1 Letter of Credit Amount, the Cash Liquidity Amount and any amounts on deposit in the Series 2007-1 Accrued Interest Account, each as of the date which is two (2) Business Days prior to a Payment Date, and the Interest Rate Cap Payment expected to be received on such Payment Date are insufficient to pay the Series 2007-1 Accrued Interest Amount on such Payment Date (such shortfall, if any, the “Insured Interest Shortfall”), the Trustee shall submit written notice thereof to the Series 2007-1 Insurer certifying the amount of the Insured Interest Shortfall (and the calculation thereof) by no later than 2:00 p.m., New York City time, at least two (2) Business Days prior to such Payment Date.

Section 4.20Exchange of Vehicles.   On any date on which RCFC determines to tender a Group IV Vehicle to the Qualified Intermediary as a Group IV Exchanged Vehicle, RCFC shall either:

 

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(i)designate and direct the Trustee to transfer amounts in respect of the Substitute Group IV Exchanged Vehicle Proceeds equal to the Net Book Value as of such date of the Group IV Exchanged Vehicle to the Series 2007-1 Collection Account and treat such amounts as Disposition Proceeds of such Group IV Exchanged Vehicle;

(ii)upon identifying a Group IV Vehicle as a Group IV Exchanged Vehicle, designate on such date an increase in Exchange Agreement Group IV Rights Value equal to the Exchange Proceeds of such Group IV Exchanged Vehicle and to the extent such increase in Exchange Agreement Group IV Rights Value is more or less than the Net Book Value of such Group IV Exchanged Vehicle, treat the difference as a Recovery or a Loss, as applicable, hereunder; or

(iii)upon identifying a Group IV Vehicle as a Group IV Exchanged Vehicle substitute one or more Group IV Replacement Vehicles having an aggregate Net Book Value at least equal to the Exchange Proceeds of the Group IV Exchanged Vehicle to substitute for such Group IV Exchanged Vehicle as Group IV Collateral and Group IV Vehicles for purposes of the Related Documents and to the extent such Exchange Proceeds are more or less than the Net Book Value of such Group IV Exchanged Vehicles, treat the difference as a Recovery or a Loss, as applicable, hereunder.

RCFC shall provide written instruction to the Trustee and Master Collateral Agent upon tender of a Group IV Exchanged Vehicle to a Qualified Intermediary with respect to the designations, substitutions and transfers set forth in this Section.

Section 4.21Deficiencies in Payments.    Notwithstanding anything in this Supplement or the Base Indenture to the contrary, and notwithstanding the prior distribution to the Series 2007-1 Noteholders of the Invested Amount, any deficiency in payment to the Series 2007-1 Noteholders of the full Series 2007-1 Invested Amount of the Series 2007-1 Notes and any accrued and unpaid interest thereon (i) shall remain due and shall be payable on each Payment Date and on the Series 2007-1 Termination Date to the Series 2007-1 Noteholders to the extent of recoveries, proceeds and other assets of RCFC allocable at any time to the Series 2007-1 Notes, and (ii) any deficiency in such full Series 2007-1 Invested Amount and accrued unpaid interest thereon shall be paid before any distribution in any period of any amounts in respect of the Retained Interest. The Series 2007-1 Outstanding Principal Amount shall be due and payable in full on the Series 2007-1 Termination Date.

Section 4.22Appointment of Trustee to Hold Letter of Credit.   The Trustee agrees to hold the Series 2007-1 Letter of Credit and to make draws thereon pursuant to the terms of the Series 2007-1 Letter of Credit and this Supplement. The Trustee shall promptly follow the instructions of the Master Servicer or, if the Master Servicer shall fail to give such instructions, the instructions of the Series 2007-1 Insurer (which the Series 2007-1 Insurer may provide in its sole discretion) to make a claim under the Series 2007-1 Letter of Credit or withdrawal from the Series 2007-1 Cash Collateral Account. The Trustee hereby acknowledges and agrees to perform the duties set forth in Sections 2.1(a), 2.1(e), 2.1(f), 2.3(a) and 2.3(c) of the Enhancement Letter of Credit Application and Agreement. If the Series 2007-1 Insurer elects in its sole discretion , to provide to the Trustee any direction under this Section 4.22, the Series 2007-1 Insurer shall provide to the Master Servicer one (1) Business Day prior written

 

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notice thereof; provided, that the failure of the Series 2007-1 Insurer to provide such notice to the Master Servicer shall not effect the Series 2007-1 Insurer’s right to provide instructions to the Trustee.

Section 4.23Series 2007-1 Interest Rate Cap.   (a) On the Series 2007-1 Closing Date, RCFC will acquire one or more Series 2007-1 Interest Rate Caps from Qualified Interest Rate Cap Providers, which Series 2007-1 Interest Rate Caps will have an initial aggregate notional amount equal to the Series 2007-1 Initial Invested Amount and a strike rate equal to at most 5.5% per annum or such other rate acceptable to the Series 2007-1 Insurer. The notional amount of the Series 2007-1 Interest Rate Caps shall decrease in amounts agreed by the Series 2007-1 Insurer and RCFC to the extent of any reductions in the Series 2007-1 Invested Amount.

(b) Pursuant to the Series 2007-1 Interest Rate Cap, if:

(i)the Qualified Interest Rate Cap Provider (i) fails to satisfy the Moody’s First Trigger Required Ratings, (ii) fails to collateralize its obligations under and in accordance with the Series 2007-1 Interest Rate Cap and (iii) either (A) the Moody’s Second Rating Trigger Requirements do not apply or (B) less than thirty (30) business days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply;

(ii) (a) the Moody’s Second Rating Trigger Requirements apply and thirty (30) or more business days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (b) at least one bank or other financial institution which would constitute a Qualified Interest Rate Cap Provider has made a firm offer to provide a replacement interest rate cap in accordance with the terms of the Series 2007-1 Interest Rate Cap;

(iii)a Standard & Poor’s Collateralization Event occurs with respect to the Qualified Interest Rate Cap Provider and the Qualified Interest Rate Cap Provider fails to collateralize its obligations under and in accordance with the Series 2007-1 Interest Rate Cap within thirty (30) days of such Standard & Poor’s Collateralization Event; or

(iv)a Standard & Poor’s Replacement Event occurs with respect to the Qualified Interest Rate Cap Provider and the Qualified Interest Rate Cap Provider does not, within ten (10) business days of such Standard & Poor’s Replacement Event, obtain (at the Qualified Interest Rate Cap Provider’s expense and at no expense to the Issuer) a replacement interest rate cap from a bank or other financial institution which would constitute a Qualified Interest Rate Cap Provider on terms which have been approved by Standard & Poor’s and the Series 2007-1 Insurer;

then the Series 2007-1 Insurer may cause the Issuer to terminate the Series 2007-1 Interest Rate Cap.

Any such termination of the Series 2007-1 Interest Rate Cap will not result in an Amortization Event with respect to the Series 2007-1 Notes, provided, however, that the Series 2007-1 Insurer shall not cause RCFC to terminate the Series 2007-1 Interest Rate Cap until such time as a replacement Series 2007-1 Interest Rate Cap has been obtained. RCFC shall provide

 

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Standard & Poor’s with notice if Standard & Poor’s long-term unsecured debt rating of any Qualified Interest Rate Cap Provider that is a party to a Series 2007-1 Interest Rate Cap falls below “BBB-”.

ARTICLE 5.

AMORTIZATION EVENTS

Section 5.1Series 2007-1 Amortization Events.   In addition to the Amortization Events set forth in Section 8.1 of the Base Indenture and as modified as set forth below, the following shall be Amortization Events with respect to the Series 2007-1 Notes (without notice or other action on the part of the Trustee or any Series 2007-1 Noteholders):

(a)   a Series 2007-1 Enhancement Deficiency shall occur and continue for at least five (5) Business Days after any Determination Date; provided, however, that such event or condition shall not be an Amortization Event if (i) during such five (5) Business Day period DTAG shall have increased the Series 2007-1 Letter of Credit Amount or RCFC shall have increased the Series 2007-1 Available Subordinated Amount by allocating to the Series 2007-1 Available Subordinated Amount, Eligible Vehicles theretofore allocated to the Retained Interest or by depositing funds into the Series 2007-1 Cash Collateral Account or the Series 2007-1 Excess Funding Account, in either case so that the Series 2007-1 Enhancement Deficiency no longer exists, and (ii) any increase in the Series 2007-1 Available Subordinated Amount pursuant to clause (i) of this Section 5.1(a) shall be in accordance with the terms of Section 4.7(d)(v) of this Supplement;

(b)   the Series 2007-1 Letter of Credit shall not be in full force and effect and no substitute Enhancement acceptable to the Series 2007-1 Insurer shall have been obtained pursuant to the Enhancement Letter of Credit Application and Agreement unless (i) the inclusion of the Series 2007-1 Letter of Credit Amount in the Enhancement Amount is not necessary for the Enhancement Amount to equal or exceed the Minimum Enhancement Amount, or (ii) the Series 2007-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder;

(c)   (i) if all or a portion of the Cash Liquidity Amount is in the Series 2007-1 Excess Funding Account, the Series 2007-1 Excess Funding Account shall be subject to an injunction, estoppel or other stay or a lien (other than the lien of the Trustee under the Indenture) or (ii) from and after the funding of the Series 2007-1 Cash Collateral Account, the Series 2007-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than the Lien of the Trustee under the Indenture);

(d)   an Event of Bankruptcy shall have occurred with respect to the Series 2007-1 Letter of Credit Provider or the Series 2007-1 Letter of Credit Provider repudiates the Series 2007-1 Letter of Credit or refuses to honor a proper draw thereon in accordance with the terms thereof, unless (i) the inclusion of the Series 2007-1 Letter of Credit Amount in the Enhancement Amount is not necessary for the Enhancement Amount to equal or exceed the Minimum Enhancement Amount, or (ii) the Series 2007-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder and under the Enhancement Letter of Credit Application and Agreement;

 

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(e)   any of the Related Documents or any portion thereof shall not be in full force and effect or enforceable in accordance with its terms or RCFC, DTAG (including in its capacity as Master Servicer), DTG Operations (including in its capacity as a Servicer) or any successor to DTG Operations in its capacity as a Servicer shall so assert in writing;

(f)   all principal and accrued interest in respect of the Series 2007-1 Notes shall not be paid in full on or before the Series 2007-1 Expected Final Payment Date;

(g)   a Lease Event of Default shall have occurred and be continuing under the Master Lease;

(h)   the Minimum Liquidity Amount shall exceed the sum of the Cash Liquidity Amount and the Series 2007-1 Letter of Credit Amount for a period of thirty (30) days;

(i)   the Trustee shall make a claim for payment under the Series 2007-1 Policy;

(j)   the occurrence of an Event of Bankruptcy with respect to the Series 2007-1 Insurer;

(k)   the Series 2007-1 Insurer fails to honor a claim for payment in accordance with the requirements of the Series 2007-1 Policy;

(l)   the Issuer shall fail to notify either the Trustee or the Series 2007-1 Insurer of the occurrence of any of the events described in clauses (a) through (k) above or clause (m) below (after any applicable grace period) within two (2) Business Days after obtaining actual knowledge thereof; or

(m)   an Asset Amount Deficiency shall have occurred and be continuing for a period of five (5) Business Days.

In the case of any of the events described in clause (a), (f), (g) (with respect solely to the occurrence of Lease Events of Default described in Sections 17.1.1(i), 17.1.2, and 17.1.5 of the Master Lease), (i) and (l) above, an Amortization Event will be deemed to have occurred with respect to the Series 2007-1 Notes, after the grace period described therein, immediately without notice or other action on the part of the Trustee, the Series 2007-1 Noteholders or the Series 2007-1 Insurer. In the case of any event described in clauses (b), (c), (d), (e), (g) (with respect to the occurrence of Lease Events of Default not described in the immediately preceding sentence), (h), (j), (k) and (m) above, an Amortization Event will be deemed to have occurred with respect to the Series 2007-1 Notes only if, after any applicable grace period described in such clauses, either the Trustee, by written notice to RCFC, or the Required Series 2007-1 Noteholders, by written notice to RCFC, the Trustee and the Series 2007-1 Noteholders, declare that, as of the date of such notice, an Amortization Event has occurred.

 

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With respect to the Amortization Event set forth in Section 8.1(g) of the Base Indenture, such event shall not apply to the representation contained in Section 2.01(i) of the Insurance Agreement.

Section 5.2Waiver of Past Events.   Subject to Section 11.2 of the Base Indenture, Series 2007-1 Noteholders holding 100% of the Aggregate Invested Amount of such Series may, by written notice to the Trustee, waive any existing Potential Amortization Event or Amortization Event. In accordance with Section 8.8 of this Supplement, the Trustee shall promptly notify each Rating Agency upon any such waiver of a Potential Amortization Event or Amortization Event.

ARTICLE 6.

COVENANTS

Section 6.1Minimum Subordinated Amount.   RCFC shall maintain the Series 2007-1 Available Subordinated Amount in an amount greater than or equal to the Minimum Subordinated Amount.

Section 6.2Minimum Letter of Credit Amount.   RCFC shall maintain the Series 2007-1 Letter of Credit Amount in an amount greater than or equal to the Minimum Series 2007-1 Letter of Credit Amount.

Section 6.3Series 2007-1 Policy.   RCFC shall maintain the Series 2007-1 Policy in full force and effect.

Section 6.4Series 2007-1 Interest Rate Cap.    RCFC shall maintain the Series 2007-1 Interest Rate Cap in full force and effect or replacement therefor in accordance with Section 4.23 hereof and shall provide to the Rating Agencies written notice of any amendment to or assignment of the Series 2007-1 Interest Rate Cap by either of the parties thereto.

ARTICLE 7.

FORM OF SERIES 2007-1 NOTES

 

Section 7.1 Class A Notes.

(a) Rule 144A Global Class A Note. Class A Notes to be issued in the United States will be issued in book-entry form of and represented by a Rule 144A Global Class A Note (each, a “Rule 144A Global Class A Note”), substantially in the form of Exhibit A-1, appended hereto, with such legends as may be applicable thereto as set forth in the Base Indenture, and will be sold to the Initial Purchasers as institutional accredited investors within the meaning of Regulation D under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act and thereafter to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act and shall be deposited on behalf of the purchasers of the Class A Notes represented thereby, with a custodian for DTC, and registered in the name of Cede & Co. as DTC’s nominee, duly executed by RCFC and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Interests in a Rule 144A Global Class A Note representing a Class A Note may be transferred in accordance with the provisions of such Rule 144A Global Class A Note.

 

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(b) Regulation S Global Class A Note. Class A Notes to be issued outside the United States will be issued and sold in transactions outside the United States in reliance on Regulation S under the Securities Act, as provided in the applicable placement agreement, and shall be issued in a form of Regulation S Global Class A Note in fully registered form and without coupons (each, a “Regulation S Global Class A Note”), substantially in the form of Exhibit A-2 appended hereto, which shall be deposited on behalf of the purchasers of the Class A Notes represented thereby with a custodian for, and registered in the name of a nominee of, DTC, for the accounts of Euroclear Bank S.A./N.V., as operator of Euroclear and for Clearstream, duly executed by RCFC and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Interests in a Regulation S Global Class A Note will be exchangeable for a definitive Class A Note in accordance with the provisions of such Regulation S Global Class A Note and the Base Indenture (as modified by this Supplement). No Regulation S Global Class A Note may be exchanged for a definitive Class A Note prior to the Exchange Date.

(c) Denomination. The Class A Notes shall be in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

Section 7.2Issuances of Additional Notes.   (a) From time to time during the Series 2007-1 Revolving Period, RCFC may, subject to the conditions set forth in clause (b) below, issue Additional Notes which will be identical in all respects to the other Series 2007-1 Notes and will be equitably and ratably entitled to the benefits of the Indenture without preference, priority or distinction.

(b)Additional Notes may be issued only upon satisfaction of the following conditions: (i) after giving effect to the issuance of such Additional Notes, no Series 2007-1 Enhancement Deficiency or Asset Amount Deficiency will exist; (ii) if (x) Additional Notes are to be issued on or prior to the date which is sixty (60) days after the date of the initial issuance of the Series 2007-1 Notes, the Trustee shall have received confirmation from each Rating Agency rating the Series 2007-1 Notes that the issuance of such Additional Notes will not result in the reduction or withdrawal of the then current rating of the Series 2007-1 Notes and any non-public ratings issued by Moody’s, Standard & Poor’s and Fitch to the Series 2007-1 Insurer or (y) Additional Notes are to be issued after the date which is sixty (60) days after the date of the initial issuance of the Series 2007-1 Notes, each Rating Agency rating the Series 2007-1 Notes shall have notified RCFC, the Trustee and any Enhancement Provider in writing as to the rating issued by such Rating Agency to the Additional Notes; (iii) the Series 2007-1 Insurer has consented to such issuance of Additional Notes and agrees to insure the Additional Notes under the Series 2007-1 Policy; (iv) the excess of the principal amount of the Additional Notes over their issue price will not exceed the maximum amount permitted under the Code without the creation of original issue discount; (v) the Trustee shall have received an Opinion of Counsel to the effect that (A) the Additional Notes will be characterized as indebtedness of RCFC for federal, state and local income and franchise tax purposes, and (B) the issuance of Additional Notes will not adversely affect the characterization of the Series 2007-1 Notes as debt; and (vi) no Amortization Event (or event which, with the passage of time, the giving of notice or both, would become an Amortization Event) shall have occurred which is continuing or would result from the issuance of such Additional Notes.

 

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ARTICLE 8.

GENERAL

Section 8.1Repurchase of Notes.   The Series 2007-1 Notes shall be subject to repurchase in whole, but not in part, by RCFC at its option in accordance with Section 5.3 of the Base Indenture, as follows:

(a) the Series 2007-1 Notes are subject to repurchase by RCFC in whole, but not in part, on any Payment Date; provided that, the Issuer may not repurchase the Series 2007-1 Notes if it would result in a draw on the Series 2007-1 Policy or if any amount owed to the Series 2007-1 Insurer would remain unpaid. On or prior to such Payment Date, RCFC shall have paid the Series 2007-1 Insurer all amounts due and unpaid under the Insurance Agreement (each such Payment Date, a “Repurchase Date”);

(b) the purchase price for any such repurchase of Series 2007-1 Notes shall equal the Aggregate Principal Balance of such Notes (determined after giving effect to any payment of principal on such Payment Date), plus accrued and unpaid interest on such Aggregate Principal Balance (the “Repurchase Price”);

(c) the Series 2007-1 Notes shall not be subject to repurchase if such repurchase would result in a draw on the Series 2007-1 Policy;

(d) as a condition precedent to any repurchase, on or prior to the Distribution Date on which any Series 2007-1 Note is repurchased by RCFC pursuant to this Section 8.1, RCFC shall pay the Series 2007-1 Insurer all Series 2007-1 Insurer Payments and all other Series 2007-1 Insurer Reimbursement Amounts due and unpaid as of such Distribution Date; and

(e) in addition, a prepayment premium (the “Series 2007-1 Note Prepayment Premium”) will be payable to the holders of the Series 2007-1 Notes upon any repurchase of such Series 2007-1 Notes by RCFC when the Aggregate Principal Balance thereof is greater than ten percent (10%) of the Series 2007-1 Initial Invested Amount. The Series 2007-1 Note Prepayment Premium with respect to the Series 2007-1 Notes will equal the amount of interest that would have accrued on the Aggregate Principal Balance of the Series 2007-1 Notes so prepaid (assuming that (i) no Amortization Event occurs with respect to the Series 2007-1 Notes, (ii) the Series 2007-1 Noteholders are paid the Series 2007-1 Controlled Distribution Amount on each of the scheduled Payment Dates for the period commencing with the Payment Date on which such repurchase is effected and ending on the Series 2007-1 Expected Final Payment Date, and (iii) interest accrues on such Series 2007-1 Notes at a rate equal to 0.14%), discounted to present value to such Payment Date at a rate equal to LIBOR in effect on such Payment Date plus 0.14%.

Section 8.2Payment of Rating Agencies’ Fees.   RCFC agrees and covenants with the Master Servicer and the Trustee to pay all reasonable fees and expenses of the Rating Agencies and to promptly provide all documents and other information that the Rating Agencies may reasonably request.

Section 8.3Exhibits.   The following exhibits attached hereto supplement the exhibits included in the Indenture.

 

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Exhibit A-1:	Form of Rule 144A Global Class A Note
Exhibit A-2:	Form of Regulation S Global Class A Note
Exhibit B:	Form of Demand Note
Exhibit C:	Form of Notice of Series 2007-1 Lease Payment Losses

Section 8.4Ratification of Base Indenture.    As supplemented by this Supplement and except as specified in this Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Supplement shall be read, taken, and construed as one and the same instrument.

Section 8.5Counterparts.   This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 8.6Governing Law.    THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

Section 8.7Amendments.   (a)This Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture; provided, however, that if, pursuant to the terms of the Base Indenture or this Supplement, the consent of the Required Series 2007-1 Noteholders is required for an amendment or modification of this Supplement, such requirement shall be satisfied if such amendment or modification is consented to by Noteholders representing more than 50% of the Aggregate Principal Balance of the Series 2007-1 Notes affected thereby (including for purposes of determining such aggregate outstanding principal amount, the Aggregate Principal Balance of the Series 2007-1 Notes). Notwithstanding the foregoing, consent of each Enhancement Provider with respect to the Series 2007-1 Notes is required to amend this Supplement and the Base Indenture.

(b) In addition, this Supplement may be amended or modified from time to time, without the consent of any Series 2007-1 Noteholder but with the consent of the Rating Agencies (which consent of any such Rating Agency shall be deemed to have occurred if such Rating Agency fails to respond within fifteen (15) Business Days after a written request therefor), RCFC, DTAG, the Series 2007-1 Insurer and the Trustee to amend the following definitions: “Maximum Manufacturer Percentage” (and any schedules to the Indenture setting forth such percentage), “Maximum Non-Program Percentage” (including the percentages used in the calculation of such percentage), “Measurement Month”, “Measurement Month Average” and “Market Value Adjustment Percentage” and to make changes related to such amendments; provided that, any such amendment or modification of the definitions of “Maximum Non-Program Percentage” and “Maximum Manufacturer Percentage” shall also require the consent of the Series 2007-1 Letter of Credit Provider.

 

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Section 8.8Notice to Series 2007-1 Insurer and Rating Agencies.   The Trustee shall provide to the Series 2007-1 Insurer and each Rating Agency a copy of each notice, opinion of counsel, certificate or other item delivered to, or required to be provided by, the Trustee pursuant to this Supplement or any other Related Document (which includes Base Indenture Sections 5.4, 7.3 and 7.10). Each such opinion of counsel shall be addressed to the Series 2007-1 Insurer, shall be from counsel reasonably acceptable to the Series 2007-1 Insurer and shall be in form and substance reasonably acceptable to the Series 2007-1 Insurer. The Trustee shall provide each Rating Agency written notice of each amendment of the Series 2007-1 Policy five (5) Business Days prior to the date thereof. All such notices, opinions, certificates or other items to be delivered to the Series 2007-1 Insurer shall be forwarded to Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017, Attention: Surveillance, Commercial Structured Finance, facsimile: (212) 312-3220, telephone: (212) 312-2000.

Section 8.9Series 2007-1 Insurer Deemed Noteholder and Secured Party; Insurer Default.    Except for any period during which an Insurer Default has occurred and is continuing, the Series 2007-1 Insurer shall be deemed to be the holder of 100% of the Series 2007-1 Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Supplement and the other Related Documents. Notwithstanding anything herein to the contrary, where consent of the Series 2007-1 Insurer is expressly required under this Supplement, such consent shall only be required so long as no Insurer Default has occurred and is continuing. Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Series 2007-1 Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 2007-1 Notes, to refer to the rights or interests of the Series 2007-1 Insurer. In addition, the Series 2007-1 Insurer shall constitute an “Enhancement Provider” with respect to the Series 2007-1 Notes for all purposes under the Base Indenture and the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2007-1 Notes for all purposes under the Base Indenture and the other Related Documents. Furthermore, the Series 2007-1 Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Series 2007-1 Insurer pursuant to this Supplement. The Series 2007-1 Insurer's consent shall be required for changes to the Vehicle Disposition Programs and any merger or consolidation of a Lessee pursuant to Section 25.1 of the Master Lease. Provisions herein that grant a right to the Series 2007-1 Insurer to direct the Trustee to make allocations and distributions in the absence of direction from another party will neither (i) create any obligation on the part of the Series 2007-1 Insurer to give any such direction or (ii) relieve any other party from its obligations hereunder.

Section 8.10Assignment of Claims.   At any time the Trustee is required to make a claim under the Series 2007-1 Policy in respect of a Series 2007-1 Preference Amount, the Trustee, on behalf of itself and the Series 2007-1 Noteholders, shall execute and deliver to the Series 2007-1 Insurer an assignment in favor of the Series 2007-1 Insurer irrevocably assigning all rights and claims of the Trustee and the Series 2007-1 Noteholders relating to or arising under the obligations giving rise to such Series 2007-1 Preference Amount. The Series 2007-1 Noteholders hereby consent to, instruct the Trustee with respect to and grant to the Trustee full power of attorney on their behalf, to execute and deliver such assignment of rights and claims to the Series 2007-1 Insurer.

 

74

Section 8.11Third Party Beneficiary.    The Series 2007-1 Insurer is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider and (ii) this Supplement.

Section 8.12Prior Notice by Trustee to Series 2007-1 Insurer.   Subject to Section 10.1 of the Base Indenture, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2007-1 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2007-1 Notes (except those set forth in clauses (j) and (k) of Section 5.1 of this Supplement) until after the Trustee has given prior written notice thereof to the Series 2007-1 Insurer and obtained the direction of the Required Series 2007-1 Noteholders. The Trustee agrees to notify the Series 2007-1 Insurer promptly following any exercise of rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2007-1 Notes.

Section 8.13Subrogation.  (a) In furtherance of and not in limitation of the Series 2007-1 Insurer’s equitable right of subrogation, each of the Trustee and RCFC acknowledge that, to the extent of any payment made by the Series 2007-1 Insurer under the Series 2007-1 Policy with respect to interest on or principal of the Series 2007-1 Notes, the Series 2007-1 Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment, to the rights of the Series 2007-1 Noteholders under the Indenture. Each of RCFC and the Trustee agree to such subrogation and, further, agree to take such actions as the Series 2007-1 Insurer may reasonably request to evidence such subrogation.

(b) In the event that (x) amounts are withdrawn from the Series 2007-1 Cash Collateral Account pursuant to Section 4.17(e) hereof and paid to the Series 2007-1 Insurer with respect to a Series 2007-1 Preference Amount paid by the Series 2007-1 Insurer under the Series 2007-1 Policy and (y) the Series 2007-1 Insurer has been paid all Series 2007-1 Insurer Payments and all other Series 2007-1 Insurer Reimbursement Amounts payable under the Insurance Agreement and the Series 2007-1 Insurer has no further obligations in respect of the Series 2007-1 Policy, the Series 2007-1 Insurer acknowledges that, to the extent of such withdrawal from the Series 2007-1 Cash Collateral Account and payment to the Series 2007-1 Insurer, the Series 2007-1 Letter of Credit Provider, if any, is to be fully subrogated to the extent of such payment to the Series 2007-1 Insurer, to the Series 2007-1 Insurer’s equitable subrogation rights described in Section 8.13(a). By accepting payment of amounts withdrawn from the Series 2007-1 Cash Collateral Account, the Series 2007-1 Insurer agrees to such subrogation and, further, agrees to take such actions at the expense of the Series 2007-1 Letter of Credit Provider, as the Series 2007-1 Letter of Credit Provider, may reasonably request to evidence such subrogation.

Section 8.14Financed Vehicles.   RCFC shall not lease any Financed Vehicles under the Financing Lease without the prior written consent of the Required Beneficiaries, each Enhancement Provider with respect to each Group IV Series of Notes and the Rating Agencies (which consent of the Rating Agencies may be evidenced by a written confirmation by such Rating Agencies that the leasing of such Financed Vehicles by RCFC under the Financing Lease will not result in the reduction or withdrawal of the then current ratings on each outstanding Group IV Series of Notes).

 

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Section 8.15Termination.   The RCFC Obligations with respect to this Supplement shall not be deemed to be fully satisfied for purposes of Section 12.15 of the Base Indenture, and this Supplement shall not terminate, until all of the Group IV Collateral has been liquidated and all of the applicable proceeds thereof have been allocated in accordance with Section 4.7(e) hereof.

[Remainder of Page Intentionally Blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

RENTAL CAR FINANCE CORP.

By: _______________________________________

Pamela S. Peck

Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By: _______________________________________

Name:

Title:

By: _______________________________________

Name:

Title:

Accepted and Acknowledged by:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,

as Master Servicer

By: _______________________________________

Michael H. McMahon

Assistant Treasurer

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group IV Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	(1)
Ford	100%	(1)
Toyota	100%	(1)
General Motors	100%	(1)
Honda	0%	(1)
Nissan	0%	(1)
Volkswagen	0%	(1)
Mazda	0%	Up to 25% (2)
Subaru	0%	Up to 15% (2) (3) (5)
Suzuki	0%	Up to 15% (2) (3) (5)
Mitsubishi	0%	Up to 15% (2) (3) (5)
Isuzu	0%	Up to 15% (2) (3) (5)
Kia	0%	Up to 5% (2) (4) (5)
Hyundai	0%	Up to 8% (2) (4) (5)
Daewoo	0%	Up to 3% (2) (4) (5)
BMW	0%	Up to 3% (2) (5) (6)
Jaguar	0%	Up to 3% (2) (5) (6)
Mercedes-Benz	0%	Up to 3% (2) (5) (6)

(1) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by DaimlerChrysler, Ford, Toyota, General Motors, Honda, Nissan, and Volkswagen shall not exceed the following percentages: (a) if the average of the Measurement Month Averages for any three Measurement Months during the twelve month period preceding any date of determination shall be less than eighty-five percent (85%), 0% or such other percentage amount (which will not be in excess of sixty percent (60%) without the prior written consent of each Enhancement Provider) agreed upon by the Lessor and each of the Lessees, subject to Rating Agency Condition, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; and (b) and at all other times, sixty percent (60%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the Rating Agency Condition and consent of each Enhancement Provider, which percentage amount represents the maximum percentage of the Aggregate Asset Amount which is permitted under the Master Lease to be invested in Non-Program Vehicles; provided, however, that any Program Vehicle that is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy having occurred with respect to the Manufacturer thereof shall be deemed to be a Program Vehicle for purposes of determining compliance with the Maximum Non-Program Percentage.

Schedule 1 - 1

(2) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 40% of the Aggregate Asset Amount.

(3) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not exceed 15% of the Aggregate Asset Amount.

(4) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 10% of the Aggregate Asset Amount.

(5) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai, Daewoo, BMW, Jaguar, or Mercedes-Benz shall not exceed 25% of the Aggregate Asset Amount.

(6) The combined percentage of Group IV Vehicles which are Non-Program Vehicles manufactured by BMW, Jaguar or Mercedes-Benz shall not exceed 6% of the Aggregate Asset Amount.

* As a percentage of the Group IV Collateral.

 

Schedule 1-2

EXHIBIT B

Form of Demand Note

New York, New York

May 23, 2007

FOR VALUE RECEIVED, the undersigned, DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (“DTAG”), promises to pay to RENTAL CAR FINANCE CORP., an Oklahoma corporation (“RCFC”), on demand (the “Demand Date”), (a) the principal sum of TEN MILLION DOLLARS ($10,000,000) or (b) such other amount, shown on Schedule A attached hereto (and any continuation thereof) made by RCFC, as the aggregate unpaid principal balance hereof, including the aggregate unpaid principal amount of Demand Note Advances (as defined herein) made from funds on deposit in the Series 2007-1 Collection Account from time to time.

1. Principal Payment Date. Any unpaid principal of this promissory note (this “Demand Note”) shall be paid on the Demand Date.

2. Interest. DTAG also promises to pay interest on the unpaid principal amount hereof from time to time outstanding at an interest rate of one-year LIBOR, as determined for such period in the manner set forth under the Amended and Restated Base Indenture, dated as of February 14, 2007 between RCFC and Deutsche Bank Trust Company Americas, as Trustee (as amended or modified from time to time, the “Base Indenture”), as supplemented by the Series 2007-1 Supplement (the “Series 2007-1 Supplement” and together with the Base Indenture, the “Indenture”) for the determination of LIBOR thereunder, plus 0.14% (the “Demand Note Rate”) from the date hereof until the principal amount shall be paid in full. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth therefor in the Indenture.

3. Prepayments. DTAG shall repay in full the unpaid principal amount of this Demand Note or any portion thereof upon the Demand Date hereof to the extent demand is made therefor. Prior thereto, DTAG:

(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of this Demand Note; provided, however, that

(i)no Event of Default or Lease Event of Default shall have occurred and be continuing; and

(ii)such voluntary prepayments shall require at least three but no more than five (5) Business Days’ prior written notice to RCFC.

Each prepayment of any Demand Note made pursuant to this Section 3 shall be without premium or penalty.

B-1

4. Demand Note Advances. RCFC agrees to make advances (“Demand Note Advances”) upon request from DTAG, as borrower, out of funds that are not otherwise allocated to making payments under the Series 2007-1 Notes or for the purposes pursuant to Article 4 of the Series 2007-1 Supplement and are transferred to the Retained Distribution Account and available to be lent under this Demand Note pursuant to, and subject to the limitations set forth in, Section 4.7(d)(i) of the Series 2007-1 Supplement. Such Demand Note Advances are repayable by DTAG, with interest, on each Demand Date upon demand by RCFC or the Trustee, as assignee of RCFC. Demand Note Advances shall accrue interest on the outstanding balance thereof at the Demand Note Rate then applicable. The date, amount, interest rate and duration of the Series 2007-1 Interest Period (if applicable) of each Demand Note Advance made by RCFC to DTAG and each payment made on account of the principal thereof, shall be recorded by RCFC on its books and, prior to any transfer of this Demand Note, endorsed by RCFC on Schedule A attached hereto or any continuation thereof, provided that the failure of RCFC to make any such recordation or endorsement shall not affect the obligations of DTAG to make a payment when due of any amount owing hereunder or under any other Related Document in respect of the Demand Note Advances made by RCFC.

5. Subordination.

(a) RCFC, as subordinated lender under this Demand Note in respect of Demand Note Advances (the “Subordinated Lender”) hereby agrees that the Subordinated Lender’s right under this Demand Note is expressly subordinated to all payment obligations due to the Trustee, as assignee of the Master Lease (the “Senior Lender”), under the Master Lease (the “Payment Obligations”). The Subordinated Lender hereby agrees that the payment of this Demand Note is hereby expressly subordinated, in accordance with the terms hereof, to the prior payment in full of the Payment Obligations in cash.

(b) Upon the maturity of any Payment Obligation (including interest thereon or fees or any other amounts owing in respect thereof), whether on the Payment Date (after any extension thereof), by acceleration or otherwise, all payments thereof and premium, if any, and interest thereon or fees or any other amounts owing in respect thereof, in each case to the extent due and owing, shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the Senior Lender, before any payment is made on account of the Demand Note. The Subordinated Lender hereby agrees that, so long as an Event of Default or a Lease Event of Default, or event which with notice or lapse of time or both would constitute an Event of Default or a Lease Event of Default, in respect of any Payment Obligations, it will not ask, demand, sue for, or otherwise take, accept or receive, any amounts in respect of this Demand Note.

(c) In the event that notwithstanding the provisions of the preceding Section 5(b), DTAG shall make any payment on account of this Demand Note at a time when payment is not permitted by said Section 5(b), such payment shall be held by the Subordinated Lender or its representative, in trust for the benefit of, and shall be paid forthwith over and delivered to, the Senior Lender or its representative for application to the payment of all Payment Obligations remaining unpaid to the extent necessary to pay all Payment Obligations in full in cash in accordance with the terms of the Master Lease, after giving effect to any concurrent payment or distribution to or for the Payment Obligations. Without in any way modifying the provisions

 

B-2

hereof or affecting the subordination effected hereby if such notice is not given, DTAG shall give the Subordinated Lender prompt written notice of any payment made on the Demand Note and any Demand Date of Payment Obligations after which such Payment Obligations remain unsatisfied.

(d) Upon any distribution of assets of DTAG upon any dissolution, winding up, liquidation or reorganization of DTAG (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):

(i)the Senior Lender shall first be entitled to receive payment in full of the Payment Obligations in cash or in a manner satisfactory to the Senior Lender (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided in the governing documentation whether or not such interest is an allowed claim in such proceeding) before the Subordinated Lender is entitled to receive any payment out of the proceeds from or distributions made under the Master Lease;

(ii)any payment out of the proceeds from or distributions made under the Master Lease of any kind or character, whether in cash, property or securities to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee or agent, directly to the Senior Lender or its representative under the agreements pursuant to which the Payment Obligations may have been made, to the extent necessary to make payment in full of all Payment Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Senior Lender in respect of the Payment Obligations; and

(iii)in the event that, notwithstanding the foregoing provisions of this Section 5(d), any payment of any kind or character, whether in cash, property or securities, shall be received by the Subordinated Lender on account of principal of this Demand Note before all Payment Obligations are paid in full in cash or in a manner satisfactory to the Senior Lender, or effective provisions made for its payment, such payment out of the proceeds from or distributions made under the Master Lease shall be received and held in trust for and shall be paid over to the Senior Lender in respect of Payment Obligations remaining unpaid or unprovided for or their representative under the agreements pursuant to which the Payment Obligations have been made, for application to the payment of such Payment Obligations until all such Payment Obligations shall have been paid in full in cash or in a manner satisfactory to the Senior Lender, after giving effect to any concurrent payment or distribution to the Senior Lender in respect of Payment Obligations.

Without in any way modifying the provisions hereof or affecting the subordination effected hereby if such notice is not given, DTAG shall give prompt written notice to the Subordinated Lender of any dissolution, winding up, liquidation or reorganization of DTAG (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise).

 

B-3

6. No Waiver; Amendment. No failure or delay on the part of RCFC in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any provision of this Demand Note shall in any event be effective unless (a) the same shall be in writing and signed and delivered by DTAG and RCFC, and (b) all consents required for such actions under the Related Documents shall have been received by the appropriate Persons.

7. No Negotiation. This Demand Note is not negotiable other than a pledge or assignment to the Trustee, who is hereby authorized by DTAG and RCFC to make claims for repayment of principal outstanding hereunder on behalf of RCFC.

8. Successors and Assigns. This Demand Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

9. Governing Law. THIS DEMAND NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

10. Captions. Paragraph captions used in this Demand Note are provided solely for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Demand Note.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: _______________________________________

Pamela S. Peck

Vice President and Treasurer

Accepted and Agreed:

RENTAL CAR FINANCE CORP.

By: ______________________

Michael H. McMahon

Assistant Treasurer

 

B-4

Schedule A

PAYMENT GRID

Date Principal Amount Amount of Principal Payment Amount of Demand Note Advance Outstanding Principal Balance Notation Made By

Exhibit B - Schedule A - 1

EXHIBIT C

TO SERIES 2007-1 SUPPLEMENT

Form of Notice of

Series 2007-1 Lease Payment Losses

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

This Series 2007-1 Lease Payment Losses Notice is delivered to you pursuant to Section 4.14 of the Series 2007-1 Supplement dated as of May 23, 2007 to the Amended and Restated Base Indenture dated as of February 14, 2007 (as amended or modified from to time, the “Series 2007-1 Supplement”), between Rental Car Finance Corp., an Oklahoma corporation, and Deutsche Bank Trust Company Americas, as Trustee. Terms used herein have the meanings provided in the Series 2007-1 Supplement.

The Master Servicer hereby notifies the Trustee that as of _________, 20__ there exists Series 2007-1 Lease Payment Losses in the amount of $__________.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: _______________________________________

Name:

Title:

C-1

EX-4

EXHIBIT 4.177

EXECUTION COPY

ENHANCEMENT LETTER OF CREDIT

APPLICATION AND AGREEMENT,

dated as of May 23, 2007,

among

DTG OPERATIONS, INC.,

those direct and indirect Subsidiaries of

Dollar Thrifty Automotive Group, Inc. from time to time

becoming additional Lessees hereunder,

RENTAL CAR FINANCE CORP.,

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

and

CREDIT SUISSE,

as the Series 2007-1 Letter of Credit Provider

THIS ENHANCEMENT LETTER OF CREDIT APPLICATION AND AGREEMENT, dated as of May 23, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among DTG OPERATIONS, INC., an Oklahoma corporation (“DTG Operations”), those direct or indirect Subsidiaries of DTAG (as defined below) that become additional parties to this Agreement from time to time pursuant to the provisions of Section 4.17 hereof (such additional parties hereto and DTG Operations, each a “Lessee” and, collectively, the “Lessees”), RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation (“RCFC”), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor (“DTAG” or the “Guarantor”), and CREDIT SUISSE (formerly known as Credit Suisse First Boston), a Swiss banking corporation, as the Series 2007-1 Letter of Credit Provider (“Credit Suisse” or the “Series 2007-1 Letter of Credit Provider”).

RECITALS

1.DTAG, DTG Operations and Thrifty Rent-A-Car System, Inc., an Oklahoma corporation (“Thrifty”), as borrowers (each a “Borrower” and, collectively, the “Borrowers”), the financial institutions signatory thereto as the lenders (each a “Revolving Lender” and, collectively, the “Revolving Lenders”) and Credit Suisse, in its capacity as administrative agent thereunder (in such capacity, the “Administrative Agent”), have entered into a Third Amended and Restated Credit Agreement, dated as of April 1, 2004, amending and restating in its entirety the Second Amended and Restated Credit Agreement, dated as of December 6, 2002 (as so amended and restated, and together with all amendments, supplements, amendments and restatements and other modifications, from time to time thereafter made thereto, the “Credit Agreement”), pursuant to which, in conjunction with this Agreement, the Series 2007-1 Letter of Credit (as defined in Section 2.1) is being issued as of even date herewith and the Revolving Lenders are participating in such issuance.

2.DTAG, as Master Servicer, RCFC, DTG Operations, Deutsche Bank Trust Company Americas (“Deutsche Bank Trust Company”), as Master Collateral Agent, and certain additional parties thereto have entered into a Second Amended and Restated Master Collateral Agency Agreement, dated as of February 14, 2007 (as such agreement may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Master Collateral Agency Agreement”), which Master Collateral Agency Agreement amended and restated the Amended and Restated Master Collateral Agency Agreement, dated as of December 23, 1997, among DTAG, as Master Servicer thereunder, RCFC, DTG Operations, Deutsche Bank Trust Company (formerly known as Bankers Trust Company), as Master Collateral Agent thereunder, and certain additional parties thereto, which in turn amended and restated the Master Collateral Agency Agreement, dated as of December 13, 1995, among Thrifty, RCFC, Deutsche Bank Trust Company, as the Master Collateral Agent thereunder, and certain additional parties thereto, and pursuant to which (i) RCFC has granted to the Master Collateral Agent a first priority security interest in the RCFC

Master Collateral (as defined therein) and (ii) the Lessees have granted to the Master Collateral Agent a first priority security interest in the Lessee Grantor Master Collateral (as defined therein), for the benefit of the parties identified from time to time as the Financing Sources and the Beneficiaries thereunder (as such terms are defined therein).

3.RCFC, as lessor, the Lessees, as lessees and DTAG, as guarantor of certain of the Lessees’ obligations thereunder, have entered into the Amended and Restated Master Motor Vehicle Lease and Servicing Agreement, dated as of February 14, 2007 (as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Master Lease”), which Master Lease amended and restated the Master Motor Vehicle Lease and Servicing Agreement, dated as of March 28, 2006, among RCFC, DTG Operations and DTAG, and pursuant to which RCFC will lease Vehicles (such capitalized term, together with all other capitalized terms used herein, shall have the meanings assigned thereto pursuant to Section 1.1) to the Lessees in their respective domestic daily rental business and DTAG in its capacity as guarantor has guaranteed certain of the obligations of the Lessees to RCFC thereunder.

4.Contemporaneously with the execution and delivery of this Agreement, RCFC, as issuer (in such capacity, the “Issuer”), and Deutsche Bank Trust Company, as trustee (in such capacity, the “Trustee”), are entering into the Series 2007-1 Supplement, dated as of even date herewith (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2007-1 Supplement”), to the Amended and Restated Base Indenture, dated as of February 14, 2007, and as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture” and, together with the Series 2007-1 Supplement and the other Supplements thereto, the “Indenture”), between RCFC and the Trustee, pursuant to which RCFC will issue one class of Rental Car Asset Backed Notes, Series 2007-1: the Class A Floating Rate Rental Car Asset Backed Notes (the “Class A Notes” or the “Series 2007-1 Notes”).

5.Contemporaneously with the execution and delivery of this Agreement, Credit Suisse, in its capacity as the Series 2007-1 Letter of Credit Provider, is issuing the Series 2007-1 Letter of Credit, dated as of even date herewith, (i) as credit support for amounts owed by the Lessees under the Master Lease and (ii) as credit support for amounts owed by DTAG under the Demand Note referred to in Section 4.15 of the Series 2007-1 Supplement.

6.The Lessees, RCFC, DTAG and Credit Suisse, in its capacity as the Series 2007-1 Letter of Credit Provider, are entering into this Agreement to provide for the reimbursement by DTAG and the Lessees and the guarantee of the Lessees’ reimbursement obligations hereunder by DTAG, in each case to the extent and subject to the conditions set forth herein, of any amount paid by the Series 2007-1 Letter of Credit Provider as a draw upon the Series 2007-1 Letter of Credit.

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NOW, THEREFORE, in consideration of the premises and of the agreements herein contained, and for due and adequate consideration, which the parties hereto hereby acknowledge, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

 

Section 1.1.    Definitions.    As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in (i) the Series 2007-1 Supplement (including, without limitation, the effect of Section 8.9 thereof) and (ii) the Definitions List attached as Schedule 1 to the Base Indenture, as such Definitions List may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the Base Indenture; provided that to the extent, if any, that any capitalized term used but not defined herein has a meaning assigned to such term in more than one of the agreements referred to in clauses (i) and (ii) above, then the meaning assigned to such term in the Series 2007-1 Supplement shall apply herein.

ARTICLE II

ISSUANCE OF SERIES 2007-1 LETTER OF CREDIT;

REIMBURSEMENT OBLIGATION

Section 2.1Issuance of Series 2007-1 Letter of Credit; Substitute Series 2007-1 Letter of Credit; . (a)The Series 2007-1 Letter of Credit Provider hereby agrees, on the terms and subject to the conditions hereinafter set forth, to issue (i) as credit support for payments due under the Master Lease, the rights under which have been assigned by RCFC to the Trustee under the Series 2007-1 Supplement (in respect of Credit Demands and Termination Demands (in each case as defined in the Series 2007-1 Letter of Credit)), (ii) as support for a LOC Termination Disbursement under Section 4.16 of the Series 2007-1 Supplement and (iii) as credit support for draws on the Demand Note under Section 4.15 of the Series 2007-1 Supplement, an irrevocable letter of credit dated as of even date herewith in substantially the form attached hereto as Exhibit A, in an amount equal to $18,750,000 (the “Series 2007-1 Letter of Credit Commitment”), for a term expiring on March 25, 2009 or, if such date is not a Business Day (as defined in the Credit Agreement), the immediately preceding Business Day (as defined in the Credit Agreement), (the “Series 2007-1 Letter of Credit Expiration Date”) (as such letter of credit may be amended, supplemented, amended and restated, substituted or replaced or otherwise modified from time to time in accordance with the terms hereof and thereof (including increases in the Series 2007-1 Letter of Credit Commitment requested pursuant to Section 4.1 of the Credit Agreement and otherwise permitted pursuant to the terms of the Credit Agreement), the “Series 2007-1 Letter of Credit”). In furtherance of, and not in limitation of, the terms of the preceding sentence relating to amendments to the Series 2007-1 Letter of Credit, promptly following the Trustee’s receipt of written notice

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from DTAG, individually and on behalf of the Lessees, substantially in the form of Exhibit C hereto, requesting a reduction of the Series 2007-1 Letter of Credit Amount (as defined in the Series 2007-1 Letter of Credit), and in no event more than two (2) Business Days following the date of its receipt of such notice, the Trustee shall deliver to the Series 2007-1 Letter of Credit Provider a Notice of Reduction of Series 2007-1 Letter of Credit Amount substantially in the form of Annex D to the Series 2007-1 Letter of Credit, which, upon the Series 2007-1 Letter of Credit Provider’s written acknowledgment and agreement, shall effect a reduction in the Series 2007-1 Letter of Credit Amount as provided in such Notice (and shall automatically effect a reduction of the Series 2007-1 Letter of Credit Amount hereunder). Upon the Series 2007-1 Letter of Credit Provider’s written acknowledgment and agreement with each such Notice of Reduction of Series 2007-1 Letter of Credit Amount, the Series 2007-1 Letter of Credit Provider will provide promptly copies thereof to the Trustee. Upon the Trustee’s written acknowledgment and acceptance of each Notice of Increase of Series 2007-1 Letter of Credit Amount (substantially in the form of Annex E to the Series 2007-1 Letter of Credit), the Trustee will provide promptly copies thereof to the Series 2007-1 Letter of Credit Provider.

(b)If a successor Trustee is appointed, promptly following the appointment of such successor Trustee pursuant to the terms of the Series 2007-1 Supplement and upon receipt of an Instruction to Transfer substantially in the form of Annex F to the Series 2007-1 Letter of Credit, the Series 2007-1 Letter of Credit Provider shall deliver for the benefit of such successor Trustee and the current Trustee, in exchange for the outstanding Series 2007-1 Letter of Credit, a substitute letter of credit substantially in the form of Exhibit A hereto, having terms identical to the then outstanding Series 2007-1 Letter of Credit but in favor of such successor Trustee.

(c) [Intentionally Omitted.]

(d)If the Series 2007-1 Letter of Credit has not been terminated and returned to the Series 2007-1 Letter of Credit Provider on or prior to the fortieth day preceding the Series 2007-1 Letter of Credit Expiration Date then in effect, each of the Lessees shall use its best efforts (i) to obtain a successor institution to act as Series 2007-1 Letter of Credit Provider or (ii), in the alternative, to otherwise credit enhance the Master Lease payments to be made by the Lessees with (A) the funding of the Series 2007-1 Cash Collateral Account with cash in the amount of the Series 2007-1 Letter of Credit Amount immediately prior to any drawing referred to in subsection (f) below (B) other cash collateral accounts, overcollateralization or subordinated securities or (C) with the consent of the Required Series 2007-1 Noteholders, a Surety Bond or other similar arrangements; provided, however, that (1) any such successor institution or other form of substitute credit enhancement referred to in the foregoing clauses (ii)(B) and (ii)(C) shall be subject to the approval of each Rating Agency and (2) any such successor institution or other form of substitute credit enhancement referred to in the foregoing clauses (i) and (ii)(C) shall, if the ratings with respect to such substitute credit enhancement, if applicable, are less than “A-1” or the equivalent from Standard & Poor’s or “P-1” or the equivalent from Moody’s, be approved by the Required Series 2007-1 Noteholders; provided further, however, that, unless otherwise agreed by the Series 2007-1 Letter of Credit Provider, only after all amounts then owing to the Series 2007-1 Letter of Credit

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Provider hereunder have been paid in full shall the letter of credit issued by such successor bank or banks or such other substitute credit enhancement be substituted for the Series 2007-1 Letter of Credit. If such a successor institution or such other substitute credit enhancement is obtained, each of the Lessees and, if applicable, such successor institution shall (x) sign such documents and instruments as shall be appropriate to evidence such successor institution’s issuance of a substitute letter of credit or such other substitute credit enhancement, (y) cause the Trustee to return to the Series 2007-1 Letter of Credit Provider the then outstanding Series 2007-1 Letter of Credit and (z) deliver to the Trustee a substitute letter of credit having terms identical to the then outstanding Series 2007-1 Letter of Credit but expiring on or after the Series 2007-1 Letter of Credit Expiration Date and with such successor institution as the issuer thereof or deliver such other substitute credit enhancement.

(e)If the Lessees do not obtain a successor Series 2007-1 Letter of Credit Provider or other substitute credit enhancement prior to the date which is 10 Business Days prior to the Series 2007-1 Letter of Credit Expiration Date, then DTAG (on behalf of the Lessees) shall immediately notify the Trustee and the Series 2007-1 Insurer in writing.

(f)If (i) the short-term debt or deposit rating of the Series 2007-1 Letter of Credit Provider shall be downgraded below “A-1” by Standard & Poor’s or below “P-1” by Moody’s or (ii) the Series 2007-1 Letter of Credit Provider has notified DTAG (and has not retracted such notification) that its compliance with any of its obligations hereunder would be unlawful, each of the Lessees shall use its best efforts to obtain a successor institution to act as Series 2007-1 Letter of Credit Provider; provided, however, that any such successor institution shall have short-term debt or deposit ratings of at least “A-1” or the equivalent by Standard & Poor’s and “P-1” or the equivalent by Moody’s; provided further, however, that, unless otherwise agreed by the Series 2007-1 Letter of Credit Provider, only after all amounts then owing to the Series 2007-1 Letter of Credit Provider hereunder have been paid in full shall the letter of credit issued by such successor bank or banks be substituted for the Series 2007-1 Letter of Credit.

(g)In the event that (i) the Series 2007-1 Letter of Credit Provider shall have notified DTAG (and shall not have retracted such notification) that its compliance with any of its obligations hereunder or under the related Series 2007-1 Letter of Credit would be unlawful, (ii) any of the Lessees or DTAG is required pursuant to Sections 5.1, 5.3, 5.5 or 5.6 of the Credit Agreement to make any payment to or on behalf of the Series 2007-1 Letter of Credit Provider (or would be so required on or prior to the next following date on which a payment hereunder is required to be made to or for any such Series 2007-1 Letter of Credit Provider), (iii) the Series 2007-1 Letter of Credit Provider shall have wrongfully failed to fund any LOC Credit Disbursement when required hereunder, or (iv) the short-term debt or deposit rating of the Series 2007-1 Letter of Credit Provider shall be downgraded below “A-1” by Standard & Poor’s or below “P-1” by Moody’s, then the Lessees shall have the right at their own expense, upon notice to the Series 2007-1 Letter of Credit Provider, and such Series 2007-1 Letter of Credit Provider hereby agrees, to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 4.9 with respect to assignments)

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all the interests, rights and obligations of the Series 2007-1 Letter of Credit Provider to a replacement Series 2007-1 Letter of Credit Provider (having a short-term debt or deposit rating of at least “A-1” by Standard & Poor’s and “P-1” by Moody’s) provided by DTAG (on behalf of the Lessees); provided, however, that (w) no such assignment to any replacement Series 2007-1 Letter of Credit Provider shall conflict with any law, rule, regulation or order of any Governmental Authority, (x) such assignment to any replacement Series 2007-1 Letter of Credit Provider shall be without recourse, representation and warranty and shall be on terms and conditions reasonably satisfactory to the Series 2007-1 Letter of Credit Provider and such replacement Series 2007-1 Letter of Credit Provider, (y) the purchase price paid by such replacement Series 2007-1 Letter of Credit Provider shall be in an amount equal to the aggregate amount of the LOC Credit Disbursements owed by the Lessees or DTAG to such replaced Series 2007-1 Letter of Credit Provider under this Agreement as of the date of such assignment, and (z) DTAG (on behalf of the Lessees) or such replacement Series 2007-1 Letter of Credit Provider, as the case may be, shall pay to such replaced Series 2007-1 Letter of Credit Provider in same day funds on the date of such assignment the principal of and interest accrued to the date of payment on the LOC Credit Disbursements or LOC Termination Disbursement made by such replaced Series 2007-1 Letter of Credit Provider hereunder and all other amounts accrued for such replaced Series 2007-1 Letter of Credit Provider’s account or owed to it hereunder, including those amounts owed pursuant to Section 2.4 of this Agreement and Sections 5.1, 5.3, 5.5 and 5.6 of the Credit Agreement (which are incorporated herein); provided further, however, that, unless otherwise agreed by the Series 2007-1 Letter of Credit Provider, only after all amounts then owing to the Series 2007-1 Letter of Credit Provider to be replaced hereunder have been paid in full shall the Series 2007-1 Letter of Credit issued by the replacement Series 2007-1 Letter of Credit Provider be substituted for the Series 2007-1 Letter of Credit Provider’s Series 2007-1 Letter of Credit. If such a replacement for the Series 2007-1 Letter of Credit is obtained, each of the Lessees and, if applicable, such successor institution, shall sign such documents and instruments as shall be appropriate to evidence such successor institution’s issuance of a substitute letter of credit or such other substitute credit enhancement. If a replacement Series 2007-1 Letter of Credit Provider succeeds the Series 2007-1 Letter of Credit Provider or other substitute credit enhancement is obtained to replace the Series 2007-1 Letter of Credit, then the Lessees and, if applicable, such successor institution, shall (a) sign such documents and instruments as shall be appropriate to evidence such successor institution’s issuance of a substitute letter of credit or such other substitute credit enhancement, (b) cause the return to the Series 2007-1 Letter of Credit Provider of the then outstanding Series 2007-1 Letter of Credit, and (c) deliver to the Trustee a substitute letter of credit having terms identical to the then outstanding Series 2007-1 Letter of Credit but with such successor institution as the issuer thereof or deliver such other substitute credit enhancement. DTAG shall provide prompt written notice to the Trustee of the appointment of any such successor institution in accordance with the terms of this Agreement.

 

Section 2.2[Reserved.]

Section 2.3Reimbursement. (a) Each Lessee agrees to pay to the Series 2007-1 Letter of Credit Provider on demand (which demand may be made on DTAG on behalf of

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the Lessees) on and after each date on which the Series 2007-1 Letter of Credit Provider shall pay any LOC Credit Disbursement under the Series 2007-1 Letter of Credit in respect of Series 2007-1 Lease Payment Losses allocated to making a drawing under the Series 2007-1 Letter of Credit, (A) an amount equal to the portion of such LOC Credit Disbursement allocable to amounts due and payable by such Lessee under the Master Lease (as determined by the Trustee or, in the absence of such determination, the Series 2007-1 Letter of Credit Provider), plus (B) interest on any amount remaining unpaid by such Lessee to the Series 2007-1 Letter of Credit Provider under clause (A) above, from (and including) the date such amount is paid by the Series 2007-1 Letter of Credit Provider under the Series 2007-1 Letter of Credit, until payment in full thereof (after as well as before judgment), in accordance with the terms of the Credit Agreement (which terms are incorporated herein by reference). DTAG agrees to pay to the Series 2007-1 Letter of Credit Provider on demand on and after each date on which the Series 2007-1 Letter of Credit Provider shall pay any LOC Credit Disbursement under the Series 2007-1 Letter of Credit allocable to amounts owed by DTAG under the Demand Note (as determined by the Trustee or, in the absence of such determination, the Series 2007-1 Letter of Credit Provider) (A) an amount equal to the portion of such LOC Credit Disbursement so allocable, plus (B) interest on any amount remaining unpaid by DTAG to the Series 2007-1 Letter of Credit Provider under the immediately preceding clause (A), from (and including) the date such amount is paid by the Series 2007-1 Letter of Credit Provider under the Series 2007-1 Letter of Credit until payment in full thereof (after as well as before judgment), in accordance with the terms of the Credit Agreement (which terms are incorporated herein by reference).

(b)In the event of a LOC Termination Disbursement under the Series 2007-1 Letter of Credit in accordance with Section 2.1(e) or (f) each Lessee agrees to pay to the Series 2007-1 Letter of Credit Provider an amount equal to:

(i)a percentage of the amount of such LOC Termination Disbursement that is allocable, as determined by the Trustee or, in the absence of such determination, the Series 2007-1 Letter of Credit Provider, to amounts due and payable by such Lessee under the Master Lease (the “Lessee Termination Reimbursement Share”) and which in the aggregate for all such Lessees is equal to 100%;

plus

(ii)interest on the Lessee Termination Reimbursement Share allocable to such Lessee remaining unpaid by such Lessee from the date of payment of such LOC Termination Disbursement by the Series 2007-1 Letter of Credit Provider until payment in full of the Lessee Termination Reimbursement Share by such Lessee to the Series 2007-1 Letter of Credit Provider (after as well as before judgment), at a rate per annum provided for by the terms of the Credit Agreement (which terms are incorporated herein by this reference).

Each Lessee shall pay its respective Lessee Termination Reimbursement Share of such LOC Termination Disbursement to the Series 2007-1 Letter of Credit

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Provider on the date of such LOC Termination Disbursement in accordance with the terms of the Credit Agreement (which terms are incorporated herein by this reference).

(c)Until the Series 2007-1 Letter of Credit Provider is reimbursed for such LOC Termination Disbursement, the Series 2007-1 Letter of Credit Provider may direct in writing the investment in Permitted Investments of the funds in the Series 2007-1 Cash Collateral Account from such LOC Termination Disbursement made under Section 2.1(e) or (f) and shall be entitled to receive the earnings thereon when such earnings are realized (the term “earnings” to include interest payable by each Lessee on amounts withdrawn from the Series 2007-1 Cash Collateral Account) from such investments from time to time from the Series 2007-1 Cash Collateral Account in accordance with the following clause (d) and Sections 4.17(c) and (d) of the Series 2007-1 Supplement. After reimbursement of the Series 2007-1 Letter of Credit Provider for the full amount of the LOC Termination Disbursement, DTAG (on behalf of the Lessees) may direct investment in Permitted Investments of the funds on deposit in the Series 2007-1 Cash Collateral Account and shall be entitled to receive the earnings thereon from such investments from time to time from releases of excess amounts from the Series 2007-1 Cash Collateral Account in accordance with clause (d) below and Sections 4.17(c) and (d) of the Series 2007-1 Supplement.

(d)Earnings from investments in the Series 2007-1 Cash Collateral Account shall be paid first, to the Series 2007-1 Letter of Credit Provider to the extent accruing on the amount of a LOC Termination Disbursement made under Section 2.1(e) or (f) until the earlier of the date the Series 2007-1 Letter of Credit Provider is reimbursed for such amount or the date interest begins to accrue on the full amount of such LOC Termination Disbursement and second, to the related Lessee. Any amounts (other than earnings on investments) released from the Series 2007-1 Cash Collateral Account in accordance with Section 4.17(d) of the Series 2007-1 Supplement shall be paid to the Series 2007-1 Letter of Credit Provider to the extent the Series 2007-1 Letter of Credit Provider has not been fully reimbursed by the Lessees under clauses (a) and (c) above for LOC Credit Disbursements or a LOC Termination Disbursement. Upon reimbursement in full to the Series 2007-1 Letter of Credit Provider of amounts owed under clauses (a) and (c) above, amounts released from the Series 2007-1 Cash Collateral Account in accordance with Section 4.17(d) of the Series 2007-1 Supplement shall be paid to the Lessees.

(e)After a LOC Termination Disbursement has been made, any withdrawals made by the Trustee from the Series 2007-1 Cash Collateral Account in respect of Series 2007-1 Lease Payment Losses (as notified to RCFC and the Lessees by the Trustee pursuant to Section 4.14 of the Series 2007-1 Supplement) shall be reimbursed to the Series 2007-1 Cash Collateral Account in accordance with Section 4.7 of the Series 2007-1 Supplement.

Section 2.4Series 2007-1 Letter of Credit Fees and Expenses. This Agreement hereby incorporates by reference as though fully set forth herein, all provisions of the Credit Agreement on the fees and expenses due and payable to the Series 2007-1 Letter of Credit Provider in connection with issuance of the Series 2007-1 Letter of Credit

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including, without limitation, Sections 3.3 and 4.3 thereof, and DTG Operations and DTAG each hereby agrees to pay such fees and expenses pursuant to and in the manner provided in the Credit Agreement.

Section 2.5No Liability of Series 2007-1 Letter of Credit Provider. Each of the Lessees and DTAG acknowledges that the Series 2007-1 Letter of Credit Provider is not responsible for any risks of acts or omissions of the Trustee and any other beneficiary or transferee of the Series 2007-1 Letter of Credit with respect to its use of the Series 2007-1 Letter of Credit. Neither the Series 2007-1 Letter of Credit Provider nor any of its respective employees, officers or directors shall be liable or responsible for: (a) the use which may be made of the Series 2007-1 Letter of Credit or any acts or omissions of the Trustee and any transferee in connection therewith; (b) the validity or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, fraudulent or forged; (c) payment by the Series 2007-1 Letter of Credit Provider against presentation of documents which do not comply with the terms of the Series 2007-1 Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Series 2007-1 Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Series 2007-1 Letter of Credit; provided, however, that the Series 2007-1 Letter of Credit Provider shall be liable to each Lessee to the extent of any direct, as opposed to consequential, damages suffered by such Lessee which were caused by (i) the Series 2007-1 Letter of Credit Provider’s willful misconduct or gross negligence in determining whether documents presented under the Series 2007-1 Letter of Credit comply with the terms of the Series 2007-1 Letter of Credit or (ii) the Series 2007-1 Letter of Credit Provider’s gross negligence in failing to make or willful failure to make lawful payment under the Series 2007-1 Letter of Credit after the presentation to the Series 2007-1 Letter of Credit Provider by the Trustee of a certificate strictly complying with the terms and conditions of the Series 2007-1 Letter of Credit. In furtherance and not in limitation of the foregoing, the Series 2007-1 Letter of Credit Provider may accept documents that appear on their face to be in order, without responsibility for further investigation.

Section 2.6Surrender of Series 2007-1 Letter of Credit. Provided that the Series 2007-1 Letter of Credit Provider is not then in default under the Series 2007-1 Letter of Credit by reason of its having wrongfully failed to honor a demand for payment previously made by the Trustee under the Series 2007-1 Letter of Credit, the Series 2007-1 Letter of Credit Provider and DTAG (on behalf of itself and the Lessees) shall instruct the Trustee to surrender the Series 2007-1 Letter of Credit to the Series 2007-1 Letter of Credit Provider on the earliest of (i) the Series 2007-1 Letter of Credit Expiration Date, (ii) the date on which the Series 2007-1 Letter of Credit Provider honors a Certificate of Termination Demand presented under the Series 2007-1 Letter of Credit to the extent of the Series 2007-1 Letter of Credit Amount as in effect on such date, (iii) the date on which the Series 2007-1 Notes are paid in full, and (iv) the date on which the Series 2007-1 Letter of Credit Provider receives written notice from the Trustee that a letter of credit or other credit enhancement has been substituted for the Series 2007-1 Letter of Credit.

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Section 2.7Conditions Precedent to Issuance or Increase. (a) The following constitute conditions precedent to the obligation of the Series 2007-1 Letter of Credit Provider to issue the Series 2007-1 Letter of Credit (provided, that such conditions will be deemed to be satisfied upon the issuance of the Series 2007-1 Letter of Credit):

(i)On the date of issuance of the Series 2007-1 Letter of Credit, each condition precedent to the issuance of the Series 2007-1 Letter of Credit set forth in Section 6.2 of the Credit Agreement shall be satisfied (which conditions are hereby incorporated herein by this reference).

(ii)On the date of issuance of the Series 2007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the issuance of the Series 2007-1 Letter of Credit.

(iii)On the date of issuance of the Series 2007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.

(iv)The Series 2007-1 Letter of Credit Provider shall have received as of the date of issuance of the Series 2007-1 Letter of Credit a copy of the confirmation letter from each of S&P, Moody’s and Fitch to the effect that the Series 2007-1 Notes shall have been given a rating of at least “AAA” by S&P, “Aaa” by Moody’s and “AAA” by Fitch which ratings shall be in full force and effect.

(v)The Series 2007-1 Letter of Credit Provider shall have received (A) the favorable written opinions of counsel to each of the Lessees, DTAG and RCFC, dated the Series 2007-1 Closing Date, covering such matters as the Series 2007-1 Letter of Credit Provider may reasonably request, (B) copies of any representation letters or certificates (or similar documents) provided to the Trustee, the Series 2007-1 Insurer, any of the Lessees, DTAG or RCFC and (C) copies of all opinions delivered to the Trustee or the Series 2007-1 Insurer, as an addressee or with reliance letters.

(vi)The Series 2007-1 Letter of Credit Provider shall have received from each of the Lessees and DTAG (A) a copy of the resolutions of its Board of Directors or other governing body, certified as of the Series 2007-1 Closing Date by the secretary or assistant secretary thereof, authorizing the execution, delivery and performance of this Agreement and the other Related Documents (and the procurement of the Series 2007-1 Letter of Credit) and (B) an incumbency certificate thereof with respect to its officers, agents or other representatives authorized to execute this Agreement and the Related Documents to which it is a party.

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(vii)The Series 2007-1 Letter of Credit Provider shall be reasonably satisfied with the final terms and conditions of the transactions contemplated hereby, including, without limitation, all legal and tax aspects thereof, and all documentation relating to the transactions shall be in form and substance reasonably satisfactory to the Series 2007-1 Letter of Credit Provider.

(viii)On the date of issuance of the Series 2007-1 Letter of Credit, immediately prior to, and after giving effect to, the issuance of the Series 2007-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement) there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.

(ix)All governmental and third party consents and approvals necessary in connection with this Agreement and the Series 2007-1 Letter of Credit or the transactions contemplated hereby or thereby shall have been obtained (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2007-1 Letter of Credit Provider) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2007-1 Letter of Credit or the transactions contemplated hereby or thereby.

(x)The Series 2007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2007-1 Letter of Credit Provider may reasonably request.

(xi)The following shall be true and correct (and the Series 2007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):

(A)Each Eligible Vehicle Disposition Program shall be in full force and effect and enforceable against the related Manufacturer.

(B)Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2007-1 Notes except as permitted under the Related Documents.

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(C)RCFC and the Lessees shall each have assigned to the Master Collateral Agent a first priority security interest in its rights under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.

(xii)RCFC and the Lessees shall each have granted to the Master Collateral Agent, for the benefit of the Trustee on behalf of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, a first priority security interest in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2007-1 Notes in accordance with the terms of the Series 2007-1 Supplement.

(xiii)The Series 2007-1 Letter of Credit Provider shall have consented to the composition of the Board of Directors of RCFC (including each of the Independent Directors), which consent shall not be unreasonably withheld.

(xiv)The Series 2007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement, including, without limitation, pursuant to Section 3.3 and 4.3 thereof, and all reasonable legal fees and expenses.

(b)The following constitute conditions precedent to the obligation of the Series 2007-1 Letter of Credit Provider to increase the Series 2007-1 Letter of Credit Commitment (provided that such conditions will be deemed to be satisfied upon such increase with respect to the Series 2007-1 Letter of Credit):

(i)On the date of increase, each condition precedent to the issuance of the Series 2007-1 Letter of Credit set forth in Section 6.2 of the Credit Agreement shall continue to be satisfied (which conditions are hereby incorporated herein by this reference).

(ii)On the date of increase with respect to the Series 2007-1 Letter of Credit, all representations and warranties of each of the Lessees and DTAG contained in this Agreement and in each other Related Document to which any of the Lessees or DTAG is a party shall be true and correct immediately prior to, and after giving effect to, the increase with respect to the Series 2007-1 Letter of Credit.

(iii)On the date of increase with respect to the Series 2007-1 Letter of Credit, and after giving effect to the transactions contemplated by this Agreement and the Series 2007-1 Letter of Credit, there shall exist no Potential Event of Default or Event of Default under this Agreement.

(iv)The Series 2007-1 Letter of Credit Provider shall have received as of the date of such increase of the Series 2007-1 Letter of Credit a copy of the confirmation letter from each of S&P, Moody’s and Fitch to the effect that the Series 2007-1 Notes shall have been given a rating of at least “AAA” by

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S&P, “Aaa” by Moody’s and “AAA” by Fitch which ratings shall be in full force and effect.

(v)On the date of increase with respect to the Series 2007-1 Letter of Credit, immediately prior to, and after giving effect to, the increase with respect to the Series 2007-1 Letter of Credit, except as disclosed in Item 7.7 of the Disclosure Schedule (as defined in the Credit Agreement), there shall be no action, suit, investigation, litigation or proceeding pending against or, to the knowledge of DTAG or any Lessee, threatened against or affecting any of DTAG or any Lessee, before any court or arbitrator or any governmental body, agency or official that in any manner draws into question the legality, validity or enforceability of this Agreement or any Related Document, the consummation of the transactions contemplated hereby, or the ability of DTAG or any Lessee to comply with any of the respective terms thereunder.

(vi)All governmental and third-party consents and approvals necessary in connection with this Agreement and the Series 2007-1 Letter of Credit or the transactions contemplated hereby or thereby shall continue to be in effect (without the imposition of any conditions that are not, in its reasonable judgment, acceptable to the Series 2007-1 Credit Provider); and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon this Agreement or the Series 2007-1 Letter of Credit or the transactions contemplated hereby or thereby.

(vii)The Series 2007-1 Letter of Credit Provider shall have received such other documents (including, without limitation, an executed copy (or duplicate thereof) of each other Related Document) certificates, instruments, approvals or opinions as the Series 2007-1 Letter of Credit Provider may reasonably request.

(viii)The following shall be true and correct (and the Series 2007-1 Letter of Credit Provider shall have received a certificate of each of the Lessees and RCFC as to the following):

(A)Each Eligible Vehicle Disposition Program shall be in full force and effect, enforceable against the related Manufacturer.

(B)Each of the Lessees and RCFC shall not have sold, assigned, or otherwise encumbered any of the Vehicles purchased or otherwise financed with the proceeds of the Series 2007-1 Notes except as permitted under the Related Documents.

(C)The Master Collateral Agent shall continue to have a first priority security interest in the rights of RCFC and the Lessees under the Eligible Vehicle Disposition Programs and amounts receivable from the Manufacturers pursuant to the Eligible Vehicle Disposition Programs.

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(ix)The Master Collateral Agent, for the benefit of the Series 2007-1 Noteholders and the Series 2007-1 Insurer, shall continue to have a first priority security interest (as granted by RCFC and the Lessees) in all Vehicles now or hereafter purchased or otherwise financed with the proceeds of the Series 2007-1 Notes in accordance with the terms of the Series 2007-1 Supplement.

(x)The Series 2007-1 Letter of Credit Provider shall continue to consent to the composition of the Board of Directors of RCFC (including the Independent Directors), which consent shall not be unreasonably withheld.

(xi)The Series 2007-1 Letter of Credit Provider shall have received any fees and expenses due and payable pursuant to Section 4.2 or pursuant to the Credit Agreement including, without limitation, pursuant to Section 3.3 and 4.3 thereof, and all reasonable legal fees and expenses.

Section 2.8Certain Eurocurrency Rate and Other Provisions under the Credit Agreement . This Agreement hereby incorporates by reference as though fully set forth herein all provisions of the Credit Agreement set forth under Sections 5.1 through 5.10 thereof, including, without limitation, as if the LOC Disbursements referred to herein were Loans (as defined in the Credit Agreement) under the Credit Agreement.

Section 2.9Obligation Absolute . The payment obligations of each of DTAG and each Lessee under this Agreement and any other agreement or instrument relating to the Series 2007-1 Letter of Credit to reimburse the Series 2007-1 Letter of Credit Provider with respect to each LOC Disbursement shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

(a)any lack of validity or enforceability of this Agreement, the Series 2007-1 Letter of Credit or any other Related Document;

(b)any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of either of DTAG or any Lessee in respect of the Series 2007-1 Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents;

(c)the existence of any claim, set-off, defense or other right which either of DTAG or any Lessee may have at any time against the Trustee or any other beneficiary or any transferee of the Series 2007-1 Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), or any other person or entity, whether in connection with this Agreement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(d)any statement or any other document presented under the Series 2007-1 Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

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(e)any statement or any other document presented under the Series 2007-1 Letter of Credit proving to be insufficient in any respect;

(f)payment by the Series 2007-1 Letter of Credit Provider under the Series 2007-1 Letter of Credit against presentation of a draft or certificate which does not comply with the terms of the Series 2007-1 Letter of Credit;

(g)any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of each of DTAG and each Lessee in respect of the Series 2007-1 Letter of Credit; or

(h)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, DTAG, any Lessee or a guarantor.

Section 2.10Events of Default . Upon the occurrence and continuance of any of the following events (herein referred to as an “Event of Default”):

(a)any Lessee (or DTAG on behalf of such Lessee) shall fail to pay any LOC Credit Disbursement owing by such Lessee or any amounts owing by such Lessee for LOC Termination Disbursements on the date when such amount is due;

(b)any Lessee (or DTAG on behalf of any such Lessee) shall fail to pay any interest, fees or other amounts payable under this Agreement or the Credit Agreement, in each case within three Business Days of the date when such interest, fees or other amounts are due;

(c)any representation, warranty, certification or statement made by any Lessee, RCFC or DTAG in this Agreement or in any other Related Document to which it is a party, or any certificate, financial statement or other document delivered pursuant hereto or thereto shall have been incorrect in any material respect when made or deemed made and after the expiration of any grace period applicable thereto;

(d)RCFC shall fail to make any payment in respect of any Indebtedness when due or within any applicable grace period, which Indebtedness is in an outstanding principal amount in excess of $100,000;

(e)an Event of Bankruptcy shall have occurred with respect to RCFC;

(f)any judgment or order for the payment of money in excess of $100,000 (to the extent not covered by insurance provided by a carrier that has not disputed coverage) shall be rendered against RCFC and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 20 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

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(g)an Event of Default (as defined in the Credit Agreement) shall have occurred and be continuing;

(h)DTAG shall default in the performance or observance of any agreement or covenant contained in clause (i) of Section 2.12 or clause (b) of Section 3.2;

(i)any Lessee or DTAG shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 2.10, and such default shall not be cured to the Series 2007-1 Letter of Credit Provider’s reasonable satisfaction within a period of 30 days from the date on which the Series 2007-1 Letter of Credit Provider has given written notice thereof to such Lessee or DTAG;

(j)any Lessee or DTAG shall default in the performance or observance of any agreement or covenant contained in any Related Document (other than this Agreement, the Master Lease or as otherwise provided in this Section 2.10), and such default shall not be cured to the Series 2007-1 Letter of Credit Provider’s reasonable satisfaction within a period of 30 days from the date on which the Series 2007-1 Letter of Credit Provider has given written notice thereof to such Lessee or DTAG (provided, that such 30-day cure period shall be a period consisting of 15 days in the case where such default relates to the failure of DTAG, as Master Servicer, to perform or observe any agreement or covenant contained in the Master Collateral Agency Agreement); or

(k)any Related Document shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Lessee, DTAG or RCFC, or any Lessee, DTAG or RCFC shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability;

then, the Series 2007-1 Letter of Credit Provider may by notice to DTAG on behalf of the applicable Lessee or Lessees, in the case of an Event of Default caused by or regarding any such Lessee or Lessees, (i) declare (to the extent not theretofore due and payable) the principal amount of outstanding LOC Credit Disbursements and the Lessee Termination Reimbursement Share of outstanding LOC Termination Disbursements, if any, to be due and payable, together with accrued interest thereon and all other sums payable by such Lessee or Lessees, hereunder and thereunder, whereupon the same shall become due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by such Lessee or Lessees and DTAG and (ii) deem an amount equal to any undrawn portion of the Series 2007-1 Letter of Credit to have been paid or disbursed (notwithstanding that such amount may not in fact have been so paid or disbursed), and DTAG and the Lessees shall be immediately obligated to reimburse the Series 2007-1 Letter of Credit Provider the amount deemed to have been so paid or disbursed by the Series 2007-1 Letter of Credit Provider as if a demand had been made by the Series 2007-1 Letter of Credit Provider to the Lessees under Section 2.3 hereof and any amounts so received by the Series 2007-1 Letter of Credit Provider shall be maintained and applied in accordance with Section 4.7 of the Credit Agreement, and, in any case, the Series 2007-1 Letter of Credit Provider may take any other action permitted

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to be taken by it hereunder, under any Related Document or under applicable law or otherwise; provided that if an Event of Bankruptcy shall have occurred with respect to any Lessee or DTAG all sums payable by the Lessees and DTAG hereunder shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each of the Lessees and DTAG.

“Potential Event of Default” shall mean, for purposes of this Agreement, any occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default hereunder.

Section 2.11Grant of Security Interest . As security for the prompt and complete payment and performance of the obligations of each of the Lessees hereunder to the Series 2007-1 Letter of Credit Provider, each of the Lessees hereby acknowledges and confirms its respective pledge, hypothecation, assignment, transfer and delivery to the Master Collateral Agent under the Master Collateral Agency Agreement for the benefit of the Series 2007-1 Letter of Credit Provider under Section 2.1 of the Master Collateral Agency Agreement of a continuing, second priority security interest in the Lessee Grantor Master Collateral, whether now existing or hereafter created, subject to the terms and priorities set forth therein and in the other Related Documents, including, without limitation, the security interest in such collateral granted by each of the Lessees pursuant to the Master Lease and by RCFC to the Trustee for the benefit of any Series of Notes outstanding.

Section 2.12Guarantee . The Guarantor confirms its guarantee under Section 4.10 and Article X of the Credit Agreement of, inter alia, the obligations of the Lessees hereunder, including without limitation, (i) the obligations of the Lessees to make payments under this Agreement and (ii) the due and punctual performance and observance of all the terms, conditions, covenants, agreements and indemnities of the Lessees under this Agreement, and agrees that, if for any reason whatsoever, any Lessee fails to so perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor will duly and punctually perform and observe the same.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.1Representations and Warranties of the Lessees and DTAG . Each of the Lessees hereby represents and warrants (which representations and warranties shall be deemed made on the date of issuance of the Series 2007-1 Letter of Credit and on the date of each increase (if any) of the Series 2007-1 Letter of Credit Commitment) to the Series 2007-1 Letter of Credit Provider (and each of the Revolving Lenders under the Credit Agreement), as to itself, and DTAG represents and warrants (which representations and warranties shall be deemed made on the date of issuance of the Series 2007-1 Letter of Credit and on the date of each increase (if any) of the Series 2007-1 Letter of Credit Commitment), to the Series 2007-1 Letter of Credit Provider (and each of

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the Revolving Lenders under the Credit Agreement), as to itself and as to each of the Lessees that:

(a)Authorization; Enforceability. Each of the Lessees and DTAG has full power and has taken all necessary action to authorize it to execute, deliver and perform this Agreement and each of the other Related Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of the Lessees and DTAG and is, and each of the other Related Documents to which any of the Lessees or DTAG is a party is, a legal, valid and binding obligation of any such Lessee and DTAG, as applicable, enforceable against such Lessee or DTAG in accordance with its terms.

(b)Compliance. The execution, delivery and performance, in accordance with their respective terms, by each of the Lessees and DTAG of this Agreement and each of the other Related Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval, authorization or registration not already obtained or effected, (ii) violate any material law with respect to any of the Lessees or DTAG, (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation or by-laws or other organizational documents of any of the Lessees or DTAG or under any material indenture, agreement, or other instrument to which any of the Lessees or DTAG is a party or by which its properties may be bound or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any of the Lessees except Permitted Liens.

(c)Manufacturer Programs. No Manufacturer Event of Default has occurred and is continuing.

(d)Master Lease Representations. The representations and warranties made by each of the Lessees in the Master Lease are true and correct in all material respects.

(e)Vehicles. Each Program Vehicle was, on the date of purchase thereof or thereafter became, a Group IV Vehicle that was eligible for inclusion under an Eligible Vehicle Disposition Program, and each Non-Program Vehicle was, on the date of purchase thereof or thereafter became, a Group IV Vehicle that qualified as an Eligible Vehicle.

(f)Representations and Warranties under the Credit Agreement. Each of the representations and warranties of DTAG set forth in the Credit Agreement and the Amendment Agreement referred to therein, including, without limitation, those set forth in Sections 7.1 through 7.18 of the Credit Agreement, is true and correct and is hereby incorporated herein by this reference.

Section 3.2Affirmative Covenants of the Lessees and DTAG . So long as the Series 2007-1 Letter of Credit has not expired or any amount is owing to the Series 2007-1

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Letter of Credit Provider hereunder, each of the Lessees and DTAG agrees that, unless at any time the Series 2007-1 Letter of Credit Provider shall otherwise expressly consent in writing, it will, and in the case of DTAG, it will cause each of the Lessees to:

(a)Affirmative Covenants under the Credit Agreement. Comply with each of the affirmative covenants applicable to it set forth in the Credit Agreement including, without limitation, those set forth in Section 8.1 thereof, which affirmative covenants are hereby incorporated herein by this reference;

(b)Events of Default. Furnish, or cause to be furnished to the Series 2007-1 Letter of Credit Provider, as soon as possible but in any event within three Business Days after the occurrence of any Event of Default or a Potential Event of Default under this Agreement, a written statement of the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (each, an “Authorized Officer”) of DTAG or an Authorized Officer of the applicable Lessee, as the case may be, describing such event and the action that DTAG or the applicable Lessee, as the case may be, proposes to take with respect thereto;

(c)Certain Information. Furnish, or cause to be furnished to the Series 2007-1 Letter of Credit Provider, promptly upon the delivery to RCFC by DTAG, a copy of the financial information and other materials required to be delivered by DTAG to RCFC pursuant to Section 24.4 of the Master Lease (other than the VIN list as required by Section 24.4(f) of the Master Lease);

(d)Manufacturers. Furnish, or cause to be furnished to the Series 2007-1 Letter of Credit Provider, promptly after obtaining actual knowledge thereof, notice of any Manufacturer Event of Default or termination or replacement of an Eligible Vehicle Disposition Program;

(e)Other. Furnish, or cause to be furnished to the Series 2007-1 Letter of Credit Provider, promptly, from time to time, such other information, documents, or reports with respect to the Master Lease Collateral (as defined in the Master Lease) or the condition or operations, financial or otherwise, of DTAG or any Lessee as the Series 2007-1 Letter of Credit Provider may from time to time reasonably request in order to protect the interests of the Series 2007-1 Letter of Credit Provider under or as contemplated by this Agreement or any other Related Document;

(f)Maintenance of the Vehicles. Maintain and cause to be maintained in good repair, working order, and condition, reasonable wear and tear excepted, all of the Vehicles in accordance with each Lessee’s respective ordinary business practices with respect to all other vehicles owned thereby and shall use its best efforts to maintain the Program Vehicles as Group IV Vehicles that are eligible under a Eligible Vehicle Disposition Program and the Non-Program Vehicles as Group IV Vehicles that are Eligible Vehicles, in each case except to the extent that any such failure to comply with such requirements does not, in the aggregate, materially adversely affect the interests of the Series 2007-1 Letter of Credit Provider under this Agreement or the likelihood of

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repayment of its obligations hereunder, and, from time to time, make or cause to be made all appropriate repairs, renewals, and replacements with respect to the Vehicles;

(g)Maintenance of Separate Existence. Each Lessee and DTAG acknowledge their receipt of a copy of those certain opinion letters issued by Latham & Watkins LLP dated May 23, 2007 addressing the issue of substantive consolidation as it may relate to DTAG and RCFC. Each of the Lessees, DTAG and RCFC hereby agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to such Person, except as may be confirmed as not required in a subsequent or supplemental opinion of Latham & Watkins LLP addressing the issue of substantive consolidation as it may relate to DTAG and RCFC; and

(h)Verification of Titles. Upon the request of the Series 2007-1 Letter of Credit Provider, cause a title check by a Person acceptable to the Master Collateral Agent on a reasonable number of the Vehicles, including verification that the titles reflect the pledge to the Master Collateral Agent, and shall cause the results of such title check to be furnished to the Master Collateral Agent with a copy for the Series 2007-1 Letter of Credit Provider.

Section 3.3Negative Covenants of the Lessees and DTAG . So long as the Series 2007-1 Letter of Credit has not expired or any amount is owing to the Series 2007-1 Letter of Credit Provider hereunder, each of the Lessees and DTAG agrees that, unless at any time the Series 2007-1 Letter of Credit Provider shall otherwise expressly consent in writing, it will not and, in the case of DTAG, will not permit any Lessee to:

(a)Negative Covenants under the Credit Agreement. Fail to comply with each of the negative covenants applicable to it set forth in the Credit Agreement including, without limitation, those set forth in Section 8.2 thereof, which negative covenants are hereby incorporated herein by this reference.

(b)Liens. Create or permit to exist any Lien with respect to the Group IV Collateral or the Master Lease Collateral now or hereafter existing or acquired, except for Permitted Liens.

(c)Use of Vehicles. Use or authorize the Vehicles to be used in any manner (i) that would make such Vehicles that are Program Vehicles ineligible for repurchase or sale under the applicable Eligible Vehicle Disposition Program, (ii) for any illegal purposes or (iii) that could subject the Vehicles to confiscation.

(d)Additional Lessees. Permit any Person to become a lessee under the Master Lease unless prior to becoming a lessee thereunder such Person has become a Lessee hereunder in accordance with the terms hereof.

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ARTICLE IV

MISCELLANEOUS

Section 4.1Payments . (a) Unless otherwise specified herein, all payments to the Series 2007-1 Letter of Credit Provider hereunder shall be made in lawful currency of the United States and in immediately available funds prior to 11:00 a.m. (New York City time) on the date such payment is due by wire transfer to the Series 2007-1 Letter of Credit Provider, Account Name: CS Agency Clearing Cayman, Account No. 8900492627, Account ABA 021000018, at The Bank of New York, New York, or to such other office or account maintained by the Series 2007-1 Letter of Credit Provider as the Series 2007-1 Letter of Credit Provider may direct.

(b)Whenever any payment under this Agreement shall be stated to be due on a day which is not a Business Day, such payment, unless otherwise provided herein, shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in computing interest, commissions or fees, if any, in connection with such payment.

Section 4.2Expenses . Each of the Lessees agrees to pay all costs and reasonable expenses incurred by the Series 2007-1 Letter of Credit Provider (including, without limitation, reasonable attorneys’ fees and expenses), if any, in connection with the preparation, execution and delivery, administration, enforcement, amendment or waiver of the obligations of the Lessees or DTAG under this Agreement or any other Related Document or any other agreement furnished hereto or in connection herewith or in connection with any negotiations arising out of any Potential Event of Default under this Agreement or any events or circumstances that may give rise to a Potential Event of Default under this Agreement and with respect to presenting claims in or otherwise participating in any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any ancillary proceedings.

The Lessees each agree to pay on demand all reasonable expenses of the Series 2007-1 Letter of Credit Provider in connection with the filing, recording, refiling or rerecording of this Agreement, the Related Documents and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof.

In addition, each of the Lessees shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the Series 2007-1 Letter of Credit (or any payment thereunder or transfer thereof), any other Related Document and any such other documents, and agree to save the Series 2007-1 Letter of Credit Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

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Section 4.3Indemnity . The Lessees each agree to indemnify and hold harmless the Series 2007-1 Letter of Credit Provider and, in their capacities as such, officers, directors, shareholders, affiliates, controlling persons, employees, agents and servants of the Series 2007-1 Letter of Credit Provider, from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Series 2007-1 Letter of Credit Provider may incur or which may be claimed against the Series 2007-1 Letter of Credit Provider by any Person whatsoever (including reasonable fees and expenses of counsel) in each case arising out of or by reason of or in connection with, or in connection with the preparation of a defense of, any investigation, litigation or proceeding arising out of, relating to or in connection with the execution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by the Lessees under the Series 2007-1 Letter of Credit or this Agreement or any other Related Document, or any acts or omissions of any of the Lessees in connection herewith or therewith, or any transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any of the Lessees contained or incorporated by reference in any Related Document or the omission or alleged omission by any of the Lessees to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading, except to the extent that such claim, damage, loss, liability, cost or expense is caused by the willful misconduct or gross negligence of the Series 2007-1 Letter of Credit Provider or a breach by the Series 2007-1 Letter of Credit Provider (or its agents or employees or any other Person under its control) of its obligations under the Series 2007-1 Letter of Credit, as determined by a final judgment of a court of competent jurisdiction, and provided that any such Lessee shall be required to indemnify the Series 2007-1 Letter of Credit Provider, in connection with prosecuting or defending any such claims, for reasonable attorneys’ fees and expenses.

Section 4.4Notices . All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile transmission or similar writing) and addressed, delivered or transmitted to such party at its address or telecopy number set forth below, or at such other address or telecopy number, as the case may be, as such party may hereafter specify for the purpose by notice to the other party. Each such notice, request or communication shall be deemed to have been duly given or made when delivered, or five Business Days after being deposited in the mail, postage prepaid and return receipt requested, or in the case of facsimile notice, when electronic confirmation thereof is received by the transmitter.

If to DTAG:

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, OK 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Telecopier: (918) 669-2301

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If to RCFC:

Rental Car Finance Corp.

5330 East 31st Street

Tulsa, OK 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Telecopier: (918) 669-2301

If to the Series 2007-1 Letter of Credit Provider:

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Telecopier: (212) 325-8315

with a copy to:

Credit Suisse

Eleven Madison Avenue

New York, New York 10010-3629

Attention: Mark Gleason

Telephone: (212) 538-3163

Telecopier: (212) 325-8615

If to DTG Operations:

5330 East 31st Street

Tulsa, OK 74135

Attention: Pamela S. Peck

Telephone: (918) 669-2395

Telecopier: (918) 669-2301

If to an Additional Lessee:

At the address for notices to such Additional Lessee set forth in the related

Affiliate Joinder in Enhancement Letter of Credit Application and Agreement.

If to the Trustee:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: Corporate Trust Division

Telecopier: (212) 553-2462

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If to the Series 2007-1 Insurer:

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

Attention: Structured Finance Surveillance – Rental Car Finance Corp.

Series 2007-1, Policy No. 07030024

Telecopy No.: 212-312-3220

Confirmation: 800-352-0001

E-mail: Sfsurveillance@fgic.com

Section 4.5Amendments; Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement and the rights and obligations of the parties hereunder may not be amended or otherwise modified orally but only by an instrument in writing signed by the Series 2007-1 Letter of Credit Provider and each other party hereto against whom enforcement of such amendment or modification is sought. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LESSEE, DTAG OR RCFC WITH RESPECT TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT SHALL BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE LESSEES, DTAG AND RCFC EACH ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE LESSEES, DTAG AND RCFC EACH DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WHOSE ADDRESS IS 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NEW YORK 10011, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY ANY LESSEE, DTAG OR RCFC, AS THE CASE MAY BE, IRREVOCABLY AGREEING IN WRITING TO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY ANY LESSEE, DTAG OR RCFC, AS THE CASE MAY BE, TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO ANY LESSEE, DTAG OR RCFC, AS APPLICABLE, SO SERVED AT ITS ADDRESS PROVIDED IN SECTION 4.4, EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY ANY LESSEE, DTAG OR RCFC, AS THE CASE MAY BE, REFUSES TO ACCEPT SERVICE, THE LESSEES, DTAG AND RCFC EACH HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO

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SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE SERIES 2007-1 LETTER OF CREDIT PROVIDER TO BRING PROCEEDINGS AGAINST ANY LESSEE, DTAG OR RCFC IN THE COURTS OF ANY OTHER JURISDICTION.

THE SERIES 2007-1 LETTER OF CREDIT PROVIDER, EACH LESSEE, DTAG AND RCFC HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE SERIES 2007-1 LETTER OF CREDIT PROVIDER, ANY LESSEE, DTAG OR RCFC IN CONNECTION HEREWITH OR THEREWITH. THE LESSEES, DTAG AND RCFC EACH ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SERIES 2007-1 LETTER OF CREDIT PROVIDER ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER RELATED DOCUMENT.

Section 4.6Waivers, etc . Neither any failure nor any delay on the part of the Series 2007-1 Letter of Credit Provider in exercising any right, power or privilege hereunder or under the Series 2007-1 Letter of Credit or any other Related Document shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. The remedies herein and in the Related Documents are cumulative and not exclusive of any remedies provided by law.

Section 4.7Severability . Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 4.8Term . This Agreement shall remain in full force and effect until the reimbursement of all LOC Disbursements by the Lessees or DTAG, as the case may be, and the payment by the Lessees or DTAG, as the case may be, of all other amounts payable hereunder, notwithstanding the earlier termination of the Series 2007-1 Letter of Credit.

Section 4.9Successors and Assigns . This Agreement shall be binding upon the Series 2007-1 Letter of Credit Provider and its successors and assigns, each Lessee and its successors and assigns, DTAG and its successors and assigns, and RCFC and its successors and assigns; provided, however, that none of the Lessees, DTAG or RCFC may transfer or assign any of its obligations, rights, or interests hereunder without the

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prior written consent of the Series 2007-1 Letter of Credit Provider; and providedfurther, however, that the Series 2007-1 Letter of Credit Provider may at any time (i) assign all or a portion of its obligations under the Series 2007-1 Letter of Credit and its rights under this Agreement to a successor institution satisfying the requirements set forth in Section 4.16(a) of the Series 2007-1 Supplement; providedfurther, however, that (x) DTAG shall have consented in writing to such assignment (which consent shall not be unreasonably withheld), and (y) such assignment shall be for an amount at least equal to $5,000,000, or (ii) grant participations to any other Person, in all or part of its obligations under the Series 2007-1 Letter of Credit and its rights under this Agreement (it being understood and agreed that the Lessees shall have no obligation to give notices to any such participant, that such participation will not in any way reduce the Series 2007-1 Letter of Credit Provider’s commitment to make LOC Disbursements hereunder, and that such participation (other than a participation held by a Revolving Lender pursuant to the Credit Agreement) shall not increase the obligations (including with respect to costs and expenses) of the Lessees hereunder); provided that the Series 2007-1 Letter of Credit Provider shall be entitled to receive any increased costs or indemnities payable hereunder incurred by the Series 2007-1 Letter of Credit Provider or such participant to the extent not in excess of such amounts calculated as if there were no participation. The Series 2007-1 Letter of Credit Provider hereby acknowledges and agrees that any such disposition will not alter or affect the Series 2007-1 Letter of Credit Provider’s direct obligations to the Trustee, and that none of the Lessees, DTAG or RCFC shall have any obligations to have any communication or relationship with any participant in order to enforce such obligations of the Series 2007-1 Letter of Credit Provider hereunder and under the Series 2007-1 Letter of Credit. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement.

Section 4.10Counterparts . This Agreement may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same agreement.

Section 4.11Further Assurances . The Lessees, DTAG and RCFC each agree to do such further acts and things and to execute and deliver to the Series 2007-1 Letter of Credit Provider such additional assignments, agreements, powers and instruments as are reasonably required by the Series 2007-1 Letter of Credit Provider to carry into effect the purposes of this Agreement and under the Related Documents or to better assure and confirm to the Series 2007-1 Letter of Credit Provider its rights, powers and remedies hereunder and under the Related Documents.

Section 4.12Survival of Representations and Warranties . All representations and warranties contained herein or made in writing by DTAG, the Lessees and RCFC in connection herewith shall survive the execution and delivery of this Agreement, regardless of any investigation made by the Series 2007-1 Letter of Credit Provider or on its behalf and shall continue so long as and until such time as all obligations hereunder and under the Related Documents shall have been paid in full. The obligations of the Lessees under Sections 2.5, 4.1, 4.2 and 4.3 shall in each case survive any termination of

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this Agreement, the payment in full of all obligations hereunder or under any other Related Document and the termination of the Series 2007-1 Letter of Credit.

Section 4.13Obligation . Each of the Series 2007-1 Letter of Credit Provider and each of the Lessees understands and agrees that the Series 2007-1 Letter of Credit is irrevocable and the obligations of the Series 2007-1 Letter of Credit Provider as issuer thereof shall be unaffected by any default hereunder, including, without limitation any failure to pay the amounts due and payable to the Series 2007-1 Letter of Credit Provider under Section 2.4. No failure of any of the Lessees (or any person or organization acting on behalf thereof) or the Trustee to take any action (whether required hereunder or otherwise), nor any action taken by any of the Lessees shall be asserted by the Series 2007-1 Letter of Credit Provider as a defense to payment under the Series 2007-1 Letter of Credit (except for the failure of any documents presented thereunder to comply with the terms of the Series 2007-1 Letter of Credit) or as the basis of a right of set off by the Series 2007-1 Letter of Credit Provider against its obligations to make any such payment.

Section 4.14Headings . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 4.15Confidentiality . The Series 2007-1 Letter of Credit Provider agrees that it shall not disclose any Confidential Information (as defined below) to any Person without the consent of DTAG, the Lessees or RCFC, as applicable, other than (a) to the Series 2007-1 Letter of Credit Provider’s Affiliates and to the Administrative Agent and the Revolving Lenders and their respective officers, directors, employees, agents and advisors and to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process and (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking.

“Confidential Information” means information that DTAG, the Lessees or RCFC furnishes to the Series 2007-1 Letter of Credit Provider on a confidential basis, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Series 2007-1 Letter of Credit Provider from a source other than DTAG, the Lessees or RCFC.

Section 4.16Additional Series 2007-1 Letter of Credit Providers . The Series 2007-1 Letter of Credit Provider acknowledges and agrees that the Lessees may obtain Series 2007-1 Letter of Credit Provider commitments from additional Series 2007-1 Letter of Credit Providers from time to time, provided such commitments are, unless the Series 2007-1 Letter of Credit Provider otherwise consents, on the same terms and provisions as this Agreement and provide for obligations that rank paripassu with each Lessee’s obligations hereunder.

Section 4.17Additional Subsidiary Lessees . Any direct or indirect Subsidiary of DTAG (each a “DTAG Subsidiary”) shall have the right to become a “Lessee” under and pursuant to the terms of this Agreement by complying with the provisions of Section 28.1

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of the Master Lease and the provisions of this Section 4.17. In the event a DTAG Subsidiary desires to become “Lessee” under this Agreement, then the Guarantor and such DTAG Subsidiary shall execute and deliver to the Series 2007-1 Letter of Credit Provider and the Trustee:

(i)an Affiliate Joinder in Enhancement Letter of Credit Application and Agreement in the form attached hereto as Exhibit B (each, an “Affiliate Joinder in Enhancement Letter of Credit Application and Agreement”);

(ii)copies of the documentation set forth in clauses (a) through (j) of Section 28.1 of the Master Lease;

(iii)an Officers’ Certificate and an opinion of counsel each stating that the joinder described in clause (i) above by such DTAG Subsidiary complies with this Section 4.17 and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(iv)any additional documentation that the Series 2007-1 Letter of Credit Provider or the Trustee may reasonably require to evidence the assumption by such DTAG Subsidiary of the obligations and liabilities set forth in this Agreement.

Upon satisfaction of the foregoing conditions and receipt by each of the Trustee and the Series 2007-1 Letter of Credit Provider of original executed copies of the applicable Affiliate Joinder in Enhancement Letter of Credit Application and Agreement executed by such DTAG Subsidiary and the Guarantor, such DTAG Subsidiary shall for all purposes be deemed to be a “Lessee” for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder.

Section 4.18Enhancement Letter of Credit Application and Agreement . This Agreement is an Enhancement Letter of Credit Application and Agreement executed pursuant to the Credit Agreement. In the event that, after construing the terms of this Agreement and the Credit Agreement in a manner that would seek to avoid any purported inconsistency or conflict between the terms of this Agreement, on the one hand, and the terms of the Credit Agreement, on the other hand, such inconsistency or conflict cannot be avoided, the terms of this Agreement shall control.

Section 4.19Series 2007-1 Letter of Credit Provider as Enhancement Provider and Third-Party Beneficiary . The Lessees, RCFC and DTAG each hereby acknowledges and agrees that the Series 2007-1 Letter of Credit Provider is (i) an “Enhancement Provider” (as such term is used in the Base Indenture) and (ii) without limiting the effect of any other provision contained in the Base Indenture or the Series 2007-1 Supplement, a third-party beneficiary of the provisions set forth in Article 11 of the Base Indenture, Section 8.7 of the Series 2007-1 Supplement and Section 22 of the Master Lease.

Section 4.20No Recourse; No Petition . (a) Each of the parties hereto hereby covenants and agrees that:

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(i)no recourse shall be had for the payment of any amount owing in respect of any disbursement made under this Agreement or the Series 2007-1 Letter of Credit or for the payment of any fee hereunder or thereunder or any other obligation or claim arising out of or based upon this Agreement or the Series 2007-1 Letter of Credit against RCFC or any stockholder, employee, officer, director or incorporator of RCFC based on their status as such or their actions in connection therewith; and

(ii)prior to the date which is one year and one day after the payment in full of any Notes issued by RCFC pursuant to the Indenture, such party will not institute against, or join with any other Person in instituting against, RCFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 of the Base Indenture and subject to any retained rights set forth therein (it being agreed and understood that nothing contained herein shall preclude participation by any such party in assertion or defense of its claims in any such proceeding involving RCFC);

provided, however, that nothing in this clause (a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC to such party pursuant to any Related Document (other than this Agreement) to which RCFC is a party.

(b)In the event that any such party takes action in violation of clause (a)(ii), RCFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by such party against RCFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(c)The provisions of this Section 4.20 shall survive the termination of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, as of the day and year first above written.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By:___________________________

Name: Pamela S. Peck

Title: Vice President and Treasurer

RENTAL CAR FINANCE CORP.

By:___________________________

Name: Pamela S. Peck

Title: Vice President and Treasurer

LESSEES:

DTG OPERATIONS, INC.

By:___________________________

Name: Pamela S. Peck

Title: Treasurer

CREDIT SUISSE, NEW YORK

Branch, as the Series 2007-1

Letter of Credit Provider

By:___________________________

Name: ________________________

Title: _________________________

By:___________________________

Name: ________________________

Title: _________________________

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EXHIBIT A

TO ENHANCEMENT LETTER OF CREDIT

APPLICATION AND AGREEMENT

IRREVOCABLE LETTER OF CREDIT

No. TS-07003999

May 23, 2007

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Telecopier: (212) 553-2462

Attention: Corporate Trust Division

Dear Sir or Madam:

The undersigned (“Credit Suisse” or the “Series 2007-1 Letter of Credit Provider”) hereby establishes, at the request and for the account of Dollar Thrifty Automotive Group, Inc. (“DTAG”), DTG Operations, Inc. (“DTG Operations”), and each of the parties identified as a Lessee (collectively, the “Lessees”) in that certain Enhancement Letter of Credit Application and Agreement, dated as of even date herewith (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Enhancement Letter of Credit Agreement”), among the Lessees, the Series 2007-1 Letter of Credit Provider, Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), and DTAG in your favor as Trustee under that certain Series 2007-1 Supplement, dated as of May 23, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the “Series 2007-1 Supplement”), between RCFC, as the issuer, and Deutsche Bank Trust Company Americas, as Trustee (in such capacity, the “Trustee”), to the Amended and Restated Base Indenture, dated as of February 14, 2007 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), between RCFC and the Trustee, this Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”), in the aggregate maximum amount of EIGHTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($18,750,000) (such amount, as the same may be reduced, increased and reinstated from time to time as provided herein, being the “Series 2007-1 Letter of Credit Amount”), effective immediately and expiring at 12:00 noon (New York time) at our New York office at One Madison Avenue, 2nd Floor, New York, New York 10010-3629, Attention: Trade Services Department, Facsimile No.: (212) 325-8315 (such office or any other

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office which may be designated by the Series 2007-1 Letter of Credit Provider by written notice delivered to you, being the “Series 2007-1 Letter of Credit Provider’s Office”) on March 25, 2009 (or, if such date is not a Business Day (as defined below), the immediately preceding Business Day) (the “Scheduled Letter of Credit Expiration Date”). You are referred to herein (and in each Annex hereto) as the Trustee.

The Series 2007-1 Letter of Credit Provider irrevocably authorizes you to draw on it, in accordance with the terms and conditions and subject to the reductions in amount as hereinafter set forth, (1) in one or more drawings by one or more of the Trustee’s drafts, each drawn on the Series 2007-1 Letter of Credit Provider at the Series 2007-1 Letter of Credit Provider’s Office, payable at sight on a Business Day (as defined below), and accompanied by the Trustee’s written and completed certificate purported to be signed by the Trustee in substantially the form of Annex A attached hereto (any such draft accompanied by such certificate being a “Credit Demand”), an amount equal to the face amount of each such draft but in the aggregate amount not exceeding the Series 2007-1 Letter of Credit Amount as in effect on such Business Day and (2) in a single drawing by the Trustee’s draft, drawn on the Series 2007-1 Letter of Credit Provider at the Series 2007-1 Letter of Credit Provider’s Office, payable at sight on a Business Day, and accompanied by the Trustee’s written and completed certificate purported to be signed by the Trustee in substantially the form of Annex B attached hereto (such draft accompanied by such certificate being a “Termination Demand”), an amount equal to the face amount of each such draft but in the aggregate amount not exceeding the Series 2007-1 Letter of Credit Amount as in effect on such Business Day, provided, that only one Termination Demand may be made hereunder. Any Credit Demand or Termination Demand may be delivered by facsimile transmission to the Series 2007-1 Letter of Credit Provider’s Office. “Business Day” means any day other than a Saturday, Sunday or other day on which banks are required or authorized by law to close in New York City, New York. Upon the Series 2007-1 Letter of Credit Provider honoring any Credit Demand presented hereunder, the Series 2007-1 Letter of Credit Amount shall automatically be decreased by an amount equal to the amount of such Credit Demand. In addition to the foregoing reduction, the Series 2007-1 Letter of Credit Amount shall automatically be reduced to zero and this Series 2007-1 Letter of Credit shall be terminated upon the Series 2007-1 Letter of Credit Provider honoring any Termination Demand presented to it hereunder.

The Series 2007-1 Letter of Credit Amount shall be automatically reinstated with respect to reimbursement of any Credit Demand when and to the extent, but only when and to the extent, that (i) the Series 2007-1 Letter of Credit Provider is reimbursed by any of the Lessees or DTAG (on behalf of any of the Lessees), as the case may be, in full for any amount drawn hereunder by any Credit Demand and (ii) the Series 2007-1 Letter of Credit Provider receives written notice from DTAG in substantially the form of Annex C attached hereto certifying that no Event of Bankruptcy (as defined in Annex C attached hereto) with respect to DTAG, DTG Operations, or any other Lessee has occurred and is continuing; provided, however, that the Series 2007-1 Letter of Credit Amount shall, in no event, be reinstated to an amount greater than the Series 2007-1 Letter of Credit Amount as in effect immediately prior to such Credit Demand.

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The Series 2007-1 Letter of Credit Amount shall be automatically reduced in accordance with the terms of a written request from the Trustee to the Series 2007-1 Letter of Credit Provider in substantially the form of Annex D attached hereto that is acknowledged and agreed to in writing by the Series 2007-1 Letter of Credit Provider. The Series 2007-1 Letter of Credit Amount shall be automatically increased upon receipt by (and written acknowledgment of such receipt by) the Trustee of written notice from the Series 2007-1 Letter of Credit Provider in substantially the form of Annex E attached hereto certifying that the Series 2007-1 Letter of Credit Amount has been increased and setting forth the amount of such increase.

Each Credit Demand and Termination Demand shall be dated the date of its presentation, and shall be presented to the Series 2007-1 Letter of Credit Provider at the Series 2007-1 Letter of Credit Provider’s Office. If the Series 2007-1 Letter of Credit Provider receives any Credit Demand or Termination Demand at such office, all in strict conformity with the terms and conditions of this Series 2007-1 Letter of Credit, not later than 9:00 a.m. (New York City time) on a Business Day prior to the termination hereof, the Series 2007-1 Letter of Credit Provider will make such funds available by 12:00 noon (New York City time) on the same day in accordance with your payment instructions. If the Series 2007-1 Letter of Credit Provider receives any Credit Demand or Termination Demand at such office, all in strict conformity with the terms and conditions of this Series 2007-1 Letter of Credit, after 9:00 a.m. (New York City time) on a Business Day prior to the termination hereof, the Series 2007-1 Letter of Credit Provider will make the funds available by 12:00 noon (New York City time) on the next succeeding Business Day in accordance with your payment instructions. If you so request the Series 2007-1 Letter of Credit Provider, payment under this Series 2007-1 Letter of Credit may be made by wire transfer of Federal Reserve Bank of New York funds to your respective accounts in a bank on the Federal Reserve wire system or by deposit of same day funds into a designated account.

Upon the earliest of (i) the date on which the Series 2007-1 Letter of Credit Provider honors a Termination Demand presented hereunder to the extent of the Series 2007-1 Letter of Credit Amount as in effect on such date, (ii) the date on which the Series 2007-1 Letter of Credit Provider receives written notice from you that an alternate letter of credit or other credit enhancement has been substituted for this Series 2007-1 Letter of Credit, (iii) the date on which the Series 2007-1 Notes are paid in full and (iv) the Scheduled Letter of Credit Expiration Date, this Series 2007-1 Letter of Credit shall automatically terminate and you shall surrender this Series 2007-1 Letter of Credit to the undersigned Series 2007-1 Letter of Credit Provider on such day.

This Series 2007-1 Letter of Credit is transferable only in its entirety to any transferee(s) who you certify to the Series 2007-1 Letter of Credit Provider has succeeded you, as Trustee under the Series 2007-1 Supplement, and may be successively transferred only in its entirety. Transfer of this Series 2007-1 Letter of Credit to such transferee shall be effected by the presentation to the Series 2007-1 Letter of Credit Provider of this Series 2007-1 Letter of Credit accompanied by a certificate in substantially the form of Annex F attached hereto. Upon such presentation the Series 2007-1 Letter of Credit Provider shall forthwith transfer this Series 2007-1 Letter of

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Credit to the transferee and endorse this Series 2007-1 Letter of Credit in favor of the transferee or, if requested by the transferee, issue a new irrevocable letter of credit in favor of the transferee with provisions therein consistent with this Series 2007-1 Letter of Credit.

This Series 2007-1 Letter of Credit sets forth in full the undertaking of the Series 2007-1 Letter of Credit Provider, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only the certificates and the drafts referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such certificates and such drafts and the Uniform Customs (defined below).

This Series 2007-1 Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500 (the “Uniform Customs”), and, as to matters not covered by the Uniform Customs, shall be governed by the laws of the State of New York, including, the Uniform Commercial Code as in effect in the State of New York.

Communications with respect to this Series 2007-1 Letter of Credit shall be in writing and shall be addressed to the Series 2007-1 Letter of Credit Provider at the Series 2007-1 Letter of Credit Provider’s Office, specifically referring to the number of this Series 2007-1 Letter of Credit.

Very truly yours,

CREDIT SUISSE, NEW YORK

BRANCH, as the Series 2007-1

Letter of Credit Provider

By: __________________________

Name: ________________________

Title: ________________________

By: __________________________

Name: ________________________

Title: ________________________

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ANNEX A

CERTIFICATE OF CREDIT DEMAND

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Certificate of Credit Demand under the Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of May 23, 2007, issued by Credit Suisse, New York Branch, as the Series 2007-1 Letter of Credit Provider, in favor of Deutsche Bank Trust Company Americas, as the Trustee.

The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2007-1 Letter of Credit Provider as follows:

1. Deutsche Bank Trust Company Americas is the Trustee under the Series 2007-1 Supplement referred to in the Series 2007-1 Letter of Credit.

2. As of the date of this certificate, there exist [Series 2007-1 Lease Payment Losses (as such term is defined in the Series 2007-1 Supplement referred to in the Series 2007-1 Letter of Credit) allocated to making a drawing under the Series 2007-1 Letter of Credit pursuant to Section 4.7(a)(iii)(A), (b)(iii)(A) or (c)(iii)(A) of such Series 2007-1 Supplement]¹ [an amount due and payable by Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), under the Demand Note (the “Demand Note”) issued by DTAG to Rental Car Finance Corp. pursuant to Section 4.15(a) of the Series 2007-1 Supplement has not been deposited into the Series 2007-1 Collection Account (as defined in the Series 2007-1 Supplement referred to in the Series 2007-1 Letter of Credit)]² in the amount of $__________.

3. The Trustee is making a drawing under the Series 2007-1 Letter of Credit [as required by Section 4.14(b) of the Series 2007-1 Supplement for an amount equal to $__________, which amount is equal to the lesser of (i) the Series 2007-1 Lease Payment Losses (as defined in the Series 2007-1 Supplement) allocated to making a drawing under the Series 2007-1 Letter of Credit pursuant to Sections 4.7(a)(iii)(A), 4.7(b)(iii)(A) or 4.7(c)(iii)(A), as applicable, of the Series 2007-1 Supplement, and (ii)

_________________________

 

¹  Include this text if Credit Demand is pursuant to Section 4.14(b) of the Series 2007-1 Supplement.

 

²  Include this text if Credit Demand is pursuant to Section 4.15(b) of the Series 2007-1 Supplement.

A-A-1

the Available Draw Amount (as defined in the Series 2007-1 Supplement) on the date of this certificate]³ [as required by Section 4.15(b) of the Series 2007-1 Supplement for an amount equal to $________, which amount is equal to the lesser of (i) (A) that portion of the amount demanded under the Demand Note (as defined in the Series 2007-1 Supplement) as specified in Section 4.15(a) of the Series 2007-1 Supplement that has not been deposited into the Series 2007-1 Collection Account (as defined in the Series 2007-1 Supplement) as of 9:00 a.m. (New York City time) on the date of this certificate, in the case where this certificate is being provided pursuant to Section 4.15(b) of the Series 2007-1 Supplement as a result of the circumstance described in Section 4.15(b)(x) of the Series 2007-1 Supplement, (B) the amount of the stayed demand for payment in the case where this certificate is being provided pursuant to Section 4.15(b) of the Series 2007-1 Supplement as a result of the circumstance described in Section 4.15(b)(y) of the Series 2007-1 Supplement or (C) the amount avoided and recovered in the case where this certificate is being provided pursuant to Section 4.15(b) of the Series 2007-1 Supplement as a result of the circumstance described in Section 4.15(b)(z) of the Series 2007-1 Supplement and (ii) the Available Draw Amount (as defined in the Series 2007-1 Supplement)]⁴ (the “Series 2007-1 LOC Credit Disbursement”). The Series 2007-1 LOC Credit Disbursement does not exceed the amount that is available to be drawn by the Trustee under the Series 2007-1 Letter of Credit on the date of this certificate.

4. The amount of the draft shall be delivered pursuant to the following instructions:

[insert payment instructions (including payment date) for wire to Deutsche Bank Trust Company Americas, as Trustee].

5. The Trustee acknowledges that, pursuant to the terms of the Series 2007-1 Letter of Credit, upon the Series 2007-1 Letter of Credit Provider honoring the draft accompanying this certificate, the Series 2007-1 Letter of Credit Amount shall be automatically decreased by an amount equal to such draft.

_________________________

 

³  Include this text if Credit Demand is pursuant to Section 4.14(b) of the Series 2007-1 Supplement.

 

⁴  Include this text if Credit Demand is pursuant to Section 4.15(b) of the Series 2007-1 Supplement.

A-A-2

IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this ____ day of ___________, _____.

DEUTSCHE BANK TRUST

COMPANY AMERICAS, as Trustee

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

A-A-3

ANNEX B

CERTIFICATE OF TERMINATION DEMAND

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Certificate of Termination Demand under the Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of May 23, 2007, issued by Credit Suisse, as the Series 2007-1 Letter of Credit Provider, in favor of Deutsche Bank Trust Company Americas, as the Trustee.

The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2007-1 Letter of Credit Provider as follows:

1. Deutsche Bank Trust Company Americas is the Trustee under the Series 2007-1 Supplement referred to in the Series 2007-1 Letter of Credit.

2. Pursuant to Section 4.16 of the Series 2007-1 Supplement, the Trustee, in its capacity as such, is making a drawing in the amount (the “Termination Demand Amount”) equal to the lesser of (A) the Series 2007-1 Invested Amount (as defined in the Series 2007-1 Supplement) as of the date of this certificate and (B) the Series 2007-1 Letter of Credit Amount as in effect on the date of this certificate.

3. The amount of the draft accompanying this certificate is $________ which is equal to the Termination Demand Amount as of the date hereof. The Termination Demand Amount does not exceed the amount that is available to be drawn by the Trustee under the Series 2007-1 Letter of Credit on the date of this certificate.

4. The amount of the draft shall be delivered pursuant to the following instructions:

[insert payment instructions (including payment date) for wire to Deutsche Bank Trust Company Americas, as Trustee]

5. The Trustee acknowledges that, pursuant to the terms of the Series 2007-1 Letter of Credit, upon the Series 2007-1 Letter of Credit Provider honoring the draft accompanying this certificate, the Series 2007-1 Letter of Credit Amount shall automatically be reduced to zero and the Series 2007-1 Letter of Credit shall terminate and be immediately returned to the Series 2007-1 Letter of Credit Provider.

A-B-1

IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this ____ day of ____________, ____.

DEUTSCHE BANK TRUST

COMPANY AMERICAS, as Trustee

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

A-B-2

ANNEX C

CERTIFICATE OF REINSTATEMENT OF SERIES 2007-1 LETTER OF CREDIT AMOUNT

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Certificate of Reinstatement of Series 2007-1 Letter of Credit Amount under the Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of May 23, 2007, issued by Credit Suisse, as the Series 2007-1 Letter of Credit Provider, in favor of Deutsche Bank Trust Company Americas, as the Trustee.

The undersigned, a duly authorized officer of Dollar Thrifty Automotive Group, Inc., hereby certifies to the Series 2007-1 Letter of Credit Provider as follows:

1. As of the date of this certificate, the Series 2007-1 Letter of Credit Provider has been reimbursed in full by [                        ] in the amount of $ [                        ] in respect of the Credit Demand made on                        .

2. As of the date of this certificate, no Event of Bankruptcy with respect to Dollar Thrifty Automotive Group, Inc. (“DTAG”), DTG Operations, Inc. (“DTG Operations”), or any other Lessee has occurred and is continuing. “Event of Bankruptcy”, with respect to DTAG, DTG Operations, or any other Lessee, means (a) a case or other proceeding shall be commenced, without the application or consent of such person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such person or all or any substantial part of its assets, or any similar action with respect to such person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and any such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such person shall be entered in an involuntary case under The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et. seq., (the “Bankruptcy Code”) or any other similar law now or hereafter in effect; or (b) such person shall commence a voluntary case or other proceeding under the Bankruptcy Code or any applicable insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such person or for any substantial part of its

A-C-1

property, or shall make any general assignment for the benefit of creditors; or (c) a corporation or similar entity or its board of directors shall vote to implement any of the actions set forth in the preceding clause (b).

3. Accordingly, pursuant to the terms and conditions of the Series 2007-1 Letter of Credit, the Series 2007-1 Letter of Credit Amount is hereby reinstated in the amount of $[                        ] so that the Series 2007-1 Letter of Credit Amount after taking into account such reinstatement is in an amount equal to $[                        ].

IN WITNESS WHEREOF, Dollar Thrifty Automotive Group, Inc. has executed and delivered this certificate on this ____ day of __________, ____.

DOLLAR THRIFTY

AUTOMOTIVE GROUP, INC.

By: ________________________

Name: ________________________

Title: ________________________

A-C-2

ANNEX D

NOTICE OF REDUCTION OF SERIES 2007-1 LETTER OF CREDIT AMOUNT

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Notice of Reduction of Series 2007-1 Letter of Credit Amount under the Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of May 23, 2007, issued by Credit Suisse, as the Series 2007-1 Letter of Credit Provider, in favor of Deutsche Bank Trust Company Americas, as the Trustee.

The undersigned, a duly authorized officer of the Trustee, hereby notifies the Series 2007-1 Letter of Credit Provider as follows:

1. The Trustee has received a notice pursuant to the Enhancement Letter of Credit Agreement authorizing it to request a reduction of the Series 2007-1 Letter of Credit Amount to $__________ and is delivering this notice in accordance with the terms of the Enhancement Letter of Credit Agreement.

2. By its acknowledgment and agreement below, the Series 2007-1 Letter of Credit Provider acknowledges and agrees that the aggregate maximum amount of the Series 2007-1 Letter of Credit is reduced to $____________ from $____________ pursuant to and in accordance with the terms and provisions of the Series 2007-1 Letter of Credit and, that the reference in the first paragraph of the Series 2007-1 Letter of Credit to “_____________________________ ($____________ )” is amended to read “_____________________________ ($____________ )”.

3. This request, upon your acknowledgment and agreement set forth below, shall constitute an amendment to the Series 2007-1 Letter of Credit and shall form an integral part thereof and confirms that all other terms of the Series 2007-1 Letter of Credit remain unchanged.

4. The Series 2007-1 Letter of Credit Provider is requested to execute and deliver its acknowledgment and agreement to this notice to the Trustee in the manner provided in Section 4.4 of the Enhancement Letter of Credit Agreement.

IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this ____ day of __________, ____.

A-E-1

DEUTSCHE BANK TRUST

COMPANY AMERICAS, as Trustee

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

ACKNOWLEDGED AND AGREED:

CREDIT SUISSE, NEW YORK BRANCH,

as Series 2007-1 Letter of Credit Provider

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

A-E-2

ANNEX E

NOTICE OF INCREASE OF SERIES 2007-1 LETTER OF CREDIT AMOUNT

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Telecopier: (212) 553-2462

Attention: Corporate Trust Division

Notice of Increase of Series 2007-1 Letter of Credit Amount under the Irrevocable Letter of Credit No. TS-07003999 (the “Series 2007-1 Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of May 23, 2007, issued by Credit Suisse, as the Series 2007-1 Letter of Credit Provider, in favor of Deutsche Bank Trust Company Americas, as the Trustee.

The undersigned, duly authorized officers of the Series 2007-1 Letter of Credit Provider, hereby notify the Trustee as follows:

1. The Series 2007-1 Letter of Credit Provider has received a request from DTG Operations, Inc. to increase the Series 2007-1 Letter of Credit Amount by $_______, and the Series 2007-1 Letter of Credit Provider is permitted to increase the Series 2007-1 Letter of Credit Amount by such amount under the Credit Agreement defined in the Enhancement Letter of Credit Agreement.

2. Upon your acknowledgment set forth below, the aggregate maximum amount of the Series 2007-1 Letter of Credit is increased to $____________ from $____________ pursuant to and in accordance with the terms and provisions of the Series 2007-1 Letter of Credit and that the reference in the first paragraph of the Series 2007-1 Letter of Credit to “_____________________________ ($____________ )” is amended to read “_____________________________ ($____________ )”.

3. This notice, upon your acknowledgment set forth below, shall constitute an amendment to the Series 2007-1 Letter of Credit and shall form an integral part thereof and confirms that all other terms of the Series 2007-1 Letter of Credit remain unchanged.

4. The Trustee is requested to execute and deliver its acknowledgment and acceptance to this notice to the Series 2007-1 Letter of Credit Provider, in the manner provided in Section 4.4 of the Enhancement Letter of Credit Agreement.

IN WITNESS WHEREOF, the Series 2007-1 Letter of Credit Provider has executed and delivered this certificate on this ____ day of __________, ____.

A-E-1

CREDIT SUISSE, NEW YORK BRANCH, as the Series 2007-1 Letter of Credit Provider

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

ACKNOWLEDGED:

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

A-E-2

ANNEX F

INSTRUCTION TO TRANSFER

__________________ ____

Credit Suisse

One Madison Avenue, 2nd Floor

New York, New York 10010-3629

Attention: Trade Services Department

Re: Irrevocable Letter of Credit No. TS-07003999

Ladies and Gentlemen:

For value received, the undersigned beneficiary hereby irrevocably transfers to:

_____________

[Name of Transferee]

_______________

[Address]

all rights of the undersigned beneficiary to draw under the above-captioned letter of credit (the “Series 2007-1 Letter of Credit”) issued by the Series 2007-1 Letter of Credit Provider named therein in favor of the undersigned. The transferee has succeeded the undersigned as Trustee under the Series 2007-1 Supplement (as defined in the Series 2007-1 Letter of Credit).

By this transfer, all rights of the undersigned beneficiary in the Series 2007-1 Letter of Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as beneficiary thereof; provided, however, that no rights shall be deemed to have been transferred to the transferee until such transfer complies with the requirements of the Series 2007-1 Letter of Credit pertaining to transfers.

The Series 2007-1 Letter of Credit is returned herewith and in accordance therewith we ask that this transfer be effective and that the Series 2007-1 Letter of Credit Provider transfer the Series 2007-1 Letter of Credit to our transferee and that the Series 2007-1 Letter of Credit Provider endorse the Series 2007-1 Letter of Credit returned herewith in favor of the transferee or, if requested by the transferee, issue a new

A-F-1

irrevocable letter of credit in favor of the transferee with provisions consistent with the Series 2007-1 Letter of Credit.

Very truly yours,

DEUTSCHE BANK TRUST

COMPANY AMERICAS, as Trustee

By: ________________________

Name: ________________________

Title: ________________________

By: ________________________

Name: ________________________

Title: ________________________

A-F-2

EXHIBIT B

TO THE ENHANCEMENT LETTER OF CREDIT

APPLICATION AND AGREEMENT

FORM OF AFFILIATE JOINDER IN ENHANCEMENT LETTER OF

CREDIT APPLICATION AND AGREEMENT

THIS AFFILIATE JOINDER IN ENHANCEMENT LETTER OF CREDIT APPLICATION AND AGREEMENT (this “Joinder”) is executed as of _______________ ___, _____, by _______________, a ____________________________________ (“Joining Party”), and delivered to each of Credit Suisse (formerly known as Credit Suisse First Boston), a Swiss banking corporation, as the Series 2007-1 Letter of Credit Provider (in such capacity, the “Series 2007-1 Letter of Credit Provider”) and Deutsche Bank Trust Company Americas, as the Trustee (in such capacity, the “Trustee”), pursuant to that certain Enhancement Letter of Credit Application and Agreement, dated as of May __, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Enhancement Letter of Credit Application Agreement”), among the Series 2007-1 Letter of Credit Provider, DTG Operations, Inc., any additional Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees thereunder, Rental Car Finance Corp. and Dollar Thrifty Automotive Group, Inc. Capitalized terms used herein but not defined herein shall have the meanings provided for in the Enhancement Letter of Credit Application and Agreement.

RECITALS:

WHEREAS, the Joining Party is a direct or indirect Subsidiary of DTAG; and

WHEREAS, the Joining Party desires to become a “Lessee” under and pursuant to Section 4.17 the Enhancement Letter of Credit Application and Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Joining Party, the Joining Party agrees as follows:

A G R E E M E N T:

1.The Joining Party hereby represents and warrants to and in favor of the Series 2007-1 Letter of Credit Provider and the Trustee that (i) the Joining Party is a direct or indirect Subsidiary of DTAG, (ii) all of the conditions required to be satisfied pursuant to Section 4.17 of the Enhancement Letter of Credit Application and Agreement in respect of the Joining Party becoming a Lessee thereunder have been satisfied and (iii) all of the representations and warranties contained in Section 3.1 of the Enhancement Letter of Credit Application and Agreement with respect to the Lessees are true and correct as applied to the Joining Party as of the date hereof.

B-1

2.The Joining Party hereby agrees to assume all of the obligations of a “Lessee” under the Enhancement Letter of Credit Application and Agreement and agrees to be bound by all of the terms, covenants and conditions therein.

3.By its execution and delivery of this Joinder, the Joining Party hereby becomes a Lessee for all purposes under the Enhancement Letter of Credit Application and Agreement. By its execution and delivery of this Joinder, DTAG acknowledges that the Joining Party is a Lessee for all purposes under the Enhancement Letter of Credit Application and Agreement.

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be duly executed as of the day and year first above written.

[Name of Joining Party]

By: ________________________

Name: ________________________

Title: ________________________

Accepted and Acknowledged by:

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: ________________________

Name: ________________________

Title: ________________________

B-2

EXHIBIT C

TO THE ENHANCEMENT LETTER OF CREDIT

APPLICATION AND AGREEMENT

REQUEST FOR REDUCTION OF

SERIES 2007-1 LETTER OF CREDIT AMOUNT

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Telecopier: (212) 553-2462

Attention: Corporate Trust Division

Request for Reduction of Series 2007-1 Letter of Credit Amount under the Enhancement Letter of Credit Application and Agreement, dated as of May 23, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof as of the date hereof, the “Enhancement Letter of Credit Application and Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among DTG Operations, Inc., those additional Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming parties thereto, Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Credit Suisse, as the Series 2007-1 Letter of Credit Provider.

The undersigned, a duly authorized officer of Dollar Thrifty Automotive Group, Inc., individually and on behalf of the Lessees, hereby certifies to Deutsche Bank Trust Company Americas in its capacity as the Trustee under the Series 2007-1 Supplement referred to in the Enhancement Letter of Credit Application and Agreement (the “Trustee”) as follows:

1. The Series 2007-1 Letter of Credit Amount as of the date of this request prior to giving effect to the reduction of the Series 2007-1 Letter of Credit Amount requested in paragraph 2 of this request is $_____________.

2. The Trustee is hereby requested pursuant to Section 2.1(a) of the Enhancement Letter of Credit Application and Agreement to execute and deliver to the Series 2007-1 Letter of Credit Provider a Notice of Reduction of Series 2007-1 Letter of Credit Amount substantially in the form of Annex D to the Series 2007-1 Letter of Credit (the “Notice of Reduction”) for a reduction in the Series 2007-1 Letter of Credit Amount by an amount equal to $_____________. The Trustee is requested to execute and deliver the Notice of Reduction promptly following its receipt of this request, and in no event more than two (2) Business Days following the date of its receipt of this request (as required pursuant to Section 2.1(a) of the Enhancement Letter of Credit Application and Agreement), and to provide for the reduction pursuant to the Notice of Reduction to be as of ______, _______. The undersigned understands that the Trustee will be relying on the

C-1

contents hereof. The undersigned further understands that the Trustee shall not be liable to the undersigned for any failure to transmit (or any delay in transmitting) the Notice of Reduction (including any fees and expenses attributable to the Series 2007-1 Letter of Credit Amount not being reduced in accordance with this paragraph) to the extent such failure (or delay) does not result from the gross negligence or willful misconduct of the Trustee.

3. To the best of the knowledge of the undersigned, the Series 2007-1 Letter of Credit Amount will be $_____________, (ii) the Series 2007-1 Available Subordinated Amount will be $_____________, (iii) the Cash Liquidity Amount will be $_____________ and (iv) the Enhancement Amount will be $_____________, in each case as of the date of the reduction requested in paragraph 2 of this request.

4. The Series 2007-1 Letter of Credit Amount after giving effect to the reduction requested in paragraph 2 of this request will not cause (i) the Series 2007-1 Letter of Credit Amount to be less than the Minimum Series 2007-1 Letter of Credit Amount, (ii) the Series 2007-1 Available Subordinated Amount to be less than the Minimum Subordinated Amount or (iii) the Enhancement Amount to be less than the Minimum Enhancement Amount, in each case as of the date the reduction requested in paragraph 2 of this request.

5. The undersigned acknowledges and agrees that the execution and delivery of this request by the undersigned constitutes a representation and warranty by the undersigned to each of the Series 2007-1 Letter of Credit Provider and the Trustee that, as of the date on which the Series 2007-1 Letter of Credit Amount is reduced by the amount set forth in paragraph 2 of this request, each of the statements set forth in this request is true and correct to the best of the knowledge of the undersigned.

6. The undersigned agrees that if on or prior to the date as of which the Series 2007-1 Letter of Credit Amount is reduced by the amount set forth in paragraph 2 of this request the undersigned obtains knowledge that any of the statements set forth in this request is not true and correct or will not be true and correct after giving effect to such reduction, the undersigned shall immediately so notify each of the Series 2007-1 Letter of Credit Provider and the Trustee by telephone and in writing by telefacsimile in the manner provided in Section 4.4 of the Enhancement Letter of Credit Application and Agreement and the request set forth herein to reduce the Series 2007-1 Letter of Credit Amount shall be deemed canceled upon receipt by each of the Series 2007-1 Letter of Credit Provider and the Trustee of such notice in writing.

IN WITNESS WHEREOF, Dollar Thrifty Automotive Group, Inc., individually and on behalf of the Lessees, has executed and delivered this request on this ______ day of ________, ____.

C-2

DOLLAR THRIFTY

AUTOMOTIVE GROUP, INC.

By: ________________________

Name: ________________________

Title: ________________________

C-3

TABLE OF CONTENTS

Page

Section 1.1 Definitions 3

Section 2.1 Issuance of Series 2007-1 Letter of Credit; Substitute Series
2007-1 Letter of Credit;
3

Section 2.2 Reserved 6

Section 2.3 Reimbursement 6

Section 2.4 Series 2007-1 Letter of Credit Fees and Expenses 8

Section 2.5 No Liability of Series 2007-1 Letter of Credit Provider 9

Section 2.6 Surrender of Series 2007-1 Letter of Credit 9

Section 2.7 Conditions Precedent to Issuance or Increase 10

Section 2.8 Certain Eurocurrency Rate and Other Provisions under the Credit
Agreement
14

Section 2.9 Obligation Absolute 14

Section 2.10 Events of Default 15

Section 2.11 Grant of Security Interest 17

Section 2.12 Guarantee 17

Section 3.1 Representations and Warranties of the Lessees and DTAG 17

Section 3.2 Affirmative Covenants of the Lessees and DTAG 18

Section 3.3 Negative Covenants of the Lessees and DTAG 20

Section 4.1 Payments 21

Section 4.2 Expenses 21

Section 4.3 Indemnity 22

Section 4.4 Notices 22

Section 4.5 Amendments; Governing Law; Consent to Jurisdiction; Waiver of
Jury Trial
24

Section 4.6 Waivers, etc 25

Section 4.7 Severability 25

Section 4.8 Term 25

Section 4.9 Successors and Assigns 25

Section 4.10 Counterparts 26

Section 4.11 Further Assurances 26

Section 4.12 Survival of Representations and Warranties 26

Section 4.13 Obligation 27

Section 4.14 Headings 27

Section 4.15 Confidentiality 27

Section 4.16 Additional Series 2007-1 Letter of Credit Providers 27

Section 4.17 Additional Subsidiary Lessees 27

Section 4.18 Enhancement Letter of Credit Application and Agreement 28

Section 4.19 Series 2007-1 Letter of Credit Provider as Enhancement Provider
and Third-Party Beneficiary
28

Section 4.20 No Recourse; No Petition 28

Exhibit A Form of Series 2007-1 Letter of Credit

Exhibit B Form of Affiliate Joinder in Enhancement Letter of Credit Application and Agreement

Exhibit C Form of Notice Requesting Reduction in Series 2007-1 Letter of Credit Amount

EX-4

EXHIBIT 4.178

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

Issuer: Rental Car Finance Corp. Series 2007-1 Policy Number: 07030024

Control Number: 0010001

Insured Obligations:

$500,000,000 in aggregate note principal balance of Floating Rate Rental Car Asset Backed Notes, Class A (collectively, the “Notes”)

Trustee: Deutsche Bank Trust Company Americas, or its successor, as Trustee for the Owners

Financial Guaranty Insurance Company (the “Insurer”), a New York stock insurance company, in consideration of the payment of the Premium and subject to the terms of this Financial Guaranty Insurance Policy (this “Policy”), hereby unconditionally and irrevocably guarantees to each Owner that an amount equal to each full and complete Insured Payment will be paid to the Trustee, on behalf of the Owners by the Insurer, for distribution by the Trustee to each Owner of each Owner’s proportionate share of the Insured Payment. The Insurer’s obligations hereunder with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are paid to the Trustee, whether or not such funds are properly applied by the Trustee. Insured Payments shall only be made at the time set forth in this Policy, and no accelerated Insured Payments shall be made regardless of any acceleration of the Notes (including any early redemption), unless such acceleration is at the sole option of the Insurer. The Insured Payments do not include and this Policy does not insure any distributions of any Series 2007-1 Controlled Distribution Amount or any premium on the Notes, including any Series 2007-1 Note Prepayment Premium.

Notwithstanding the foregoing paragraph, this Policy does not cover shortfalls, if any, attributable to the liability of the Issuer or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability).

The Insurer will pay any Insured Payment that is a Preference Amount on the second Business Day following receipt by the Insurer on a Business Day in New York, New York of (i) a certified copy of final non-appealable order of a court having competent jurisdiction ordering recovery by a trustee in bankruptcy as voidable preference amounts included in previous distributions of principal of or interest on the Notes to any Owner pursuant to the United States Bankruptcy Code (a “Final Order”), (ii) a certificate by or on behalf of such Owner or the Trustee that the Final Order has been entered and is not subject to appeal or stay, (iii) an assignment, duly executed and delivered by the Trustee, in form reasonably satisfactory to the Insurer, irrevocably assigning to the Insurer all rights and claims of the Owners and the Trustee relating to or arising under the

Form 9142

Page 1 of 6

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

Notes against the debtor which made payment giving rise to such Preference Amount, (iv) appropriate instruments to effect (when executed by the affected party) the appointment of the Insurer as agent for the Trustee with respect to its rights on behalf of the Owners and such Owner in any legal proceeding relating to such Preference Amount, such instruments being in a form reasonably satisfactory to the Insurer and (v) a Notice; provided, that if any such documents are received after 12:00 noon, New York City time, on such Business Day or on a day other than a Business Day, they will be deemed to be received on the following Business Day. Such payment shall be made to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Trustee or Owner directly unless such Owner or the Trustee has returned principal or interest paid on the Notes to such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in such Final Order, in which case payment shall be made to the Trustee for payment to the Owner upon delivery of proof of such payment reasonably satisfactory to the Insurer. Notwithstanding the foregoing, in no event shall the Insurer be (i) required to make any payment under this Policy in respect of any Preference Amount to the extent such Preference Amount is comprised of amounts previously paid by the Insurer hereunder, or (ii) obligated to make any payment in respect of any Preference Amount, which payment represents a payment of the principal amount of any Notes, prior to the time the Insurer otherwise would have been required to make a payment in respect of such principal, in which case the Insurer shall pay the balance of the Preference Amount when such amount otherwise would have been required.

The Insurer will pay any other amount payable hereunder no later than 12:00 noon, New York City time, to the Trustee on the later of the Payment Date on which the related Deficiency Amount is due and the Business Day following receipt in New York, New York on a Business Day by the Insurer of a Notice (as described below); provided that if such Notice is received after 12:00 noon, New York City time, on a given Business Day or on any day that is not a Business Day, it will be deemed to have been received on the following Business Day. If any Notice received by the Insurer is not in proper form or is otherwise insufficient for the purpose of making a claim hereunder, it shall be deemed not to have been received by the Insurer for purposes of this paragraph or the preceding paragraph, and the Insurer shall promptly so advise the Trustee (which advice shall be conclusive as to such insufficiency) and the Trustee may submit an amended Notice.

Notwithstanding the foregoing, with respect to amounts payable hereunder on account of a Series 2007-1 Monthly Interest Shortfall only, if (i) the sum of the Series 2007-1 Letter of Credit Amount, the Cash Liquidity Amount and any amounts on deposit in the Series 2007-1 Accrued Interest Account, each as of the date which is two (2) Business Days prior to a Payment Date, and the Interest Rate Cap Payment expected to be received on such Payment Date are insufficient to pay the Series 2007-1 Accrued Interest Amount on such Payment Date (such shortfall, if any, the “Insured Interest Shortfall”) and (ii) the Insurer has received both: (x) a

Form 9142

Page 2 of 6

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

written notice from the Trustee in the form of Exhibit B attached hereto (an “Anticipated Interest Shortfall Notice”), certifying the matters described in clause (i) above by no later than 2:00 p.m., New York City time, at least two (2) Business Days prior to such Payment Date and (y) the Notice referenced in the preceding paragraph by 9:00 a.m., New York City time, on such Payment Date, then the Insurer will pay an amount equal to the lesser of (x) such Insured Interest Shortfall and (y) the amount identified in the Notice by no later than 12:00 noon, New York City time, on such Payment Date. In the event that the Insurer does not receive the Anticipated Interest Shortfall Notice or the Notice within the time frames provided for in this paragraph, this paragraph will not apply and all payments hereunder will be made in accordance with the time frames provided in the preceding paragraph. In the event that the amount identified in the Notice is greater than the Insured Interest Shortfall, such excess shall be paid in accordance with the preceding paragraph. If any Anticipated Interest Shortfall Notice received by the Insurer is not in proper form or is otherwise insufficient for the purpose of making a claim hereunder, it shall be deemed not to have been received by the Insurer for purposes of this paragraph, and the Insurer shall promptly so advise the Trustee (which advice shall be conclusive as to such insufficiency) and the Trustee may submit an amended Anticipated Interest Shortfall Notice.

In addition, at any time after the occurrence of an Amortization Event, the Insurer may, in its sole discretion, direct the Trustee to submit a claim hereunder for the payment on the next succeeding Payment Date of an amount equal to the amount by which the Series 2007-1 Outstanding Principal Amount as of such date exceeds the amount on deposit in the Series 2007-1 Distribution Account on such date for the payment of principal after making all allocations, deposits and claims under available credit enhancement for such Payment Date. The Insurer will pay such amount in the manner described in the two immediately preceding paragraphs.

Insured Payments due hereunder, unless otherwise stated herein, will be disbursed by the Insurer to the Trustee on behalf of the Owners by wire transfer of immediately available funds in the amount of the Insured Payment less, in respect of Insured Payments related to Preference Amounts, any amount held by the Trustee for the payment of such Insured Payment and legally available therefor.

Upon any payment hereunder, in furtherance and not in limitation of the Insurer’s equitable right of subrogation and the Insurer’s rights under the Insurance Agreement and Acknowledgements and Consents (as defined in the Insurance Agreement), the Insurer shall be fully subrogated to the rights of each Owner to receive any and all amounts due in respect of the Notes as to which an Insured Payment was made, to the extent of any payment by the Insurer under this Policy.

As used herein, the following terms shall have the following meanings:

Form 9142

Page 3 of 6

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

“Agreement” meansthe Amended and Restated Base Indenture, dated as of February 14, 2007, between the Issuer and the Trustee and supplemented by the Series 2007-1 Supplement, dated as of May 23, 2007, between the Issuer and the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Insurer or banking institutions in New York City or in the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close.

“Deficiency Amount” means, (a) with respect to any Payment Date, the Series 2007-1 Monthly Interest Shortfall for such Payment Date (not including any Series 2007-1 Monthly Interest Shortfall (or portion thereof) that the Insurer has made an Insured Payment with respect thereto on any previous Payment Date), and (b) with respect to the Series 2007-1 Termination Date, the Series 2007-1 Principal Shortfall.

“Insured Payment” means (i) any Deficiency Amount and/or (ii) any Preference Amount.

“Notice” means the telephonic or telegraphic notice, promptly confirmed in writing by telecopy substantially in the form of Exhibit A attached hereto, the original of which is subsequently delivered by registered or certified mail from the Trustee to the Insurer specifying the Insured Payment which shall be due and owing on the applicable Payment Date. The “Anticipated Interest Shortfall Notice” shall not be considered a “Notice” for purposes of this Policy.

“Owner” means each Series 2007-1 Noteholder who, on the applicable Payment Date, is entitled under the terms of the Notes to payment thereunder.

“Preference Amount” means any amount that is insured hereunder that was previously distributed to an Owner on the Notes that is recoverable and sought to be recovered from an Owner as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (an “Avoidance Action”), in accordance with a final non-appealable order of a court having competent jurisdiction, as a result of which such Owner is required to return or has returned such voided payment.

“United States Bankruptcy Code” means 11 U.S.C., as amended from time to time.

Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement as in effect and executed on the date hereof, without giving effect to any subsequent amendments or modifications thereto unless such amendments or modifications have been approved in writing by the Insurer.

Any notice hereunder or service of process on the Insurer may be made at the address listed below or such other address as the Insurer shall specify in writing to the Trustee.

Form 9142

Page 4 of 6

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

The notice address of the Insurer Insurance Company is 125 Park Avenue, New York, New York, 10017, Attention: Structured Finance Surveillance, telephone number (212) 312-3000, facsimile number (212) 312-3220, or such other address as the Insurer shall specify to the Trustee in writing.

This Policy is subject to and shall be governed by the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. The proper venue for any action or proceeding on this Policy shall be the County of New York, State of New York.

THE INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE NEW YORK PROPERTY/CASUALTY INSURANCE SECURITY FUND (NEW YORK INSURANCE CODE, ARTICLE 76).

This Policy is non-cancelable for any reason, including nonpayment of any premium. The premium on this Policy is not refundable for any reason, including the payment of any Notes prior to their respective maturities.

To the fullest extent permitted by applicable law, the Insurer hereby waives and agrees not to assert, solely for the benefit of Owners of the Notes, all defenses, set-offs and counterclaims of any kind (including, without limitation, the defense of fraud in inducement or fact, any defense based on any duty claimed to arise from the doctrine of “utmost good faith” or any similar or related doctrine or any other circumstances that would have the effect of discharging a surety, guarantor or any other person in law or in equity) that the Insurer otherwise might have asserted as a defense to its obligation to pay in full any amounts that have become due and payable in accordance with the terms and conditions of this Policy. Nothing in this paragraph, however, shall be deemed to constitute a waiver of any rights, remedies, claims or counterclaims that the Insurer may have with respect to the Issuer, Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., or any of their respective affiliates, whether acquired by subrogation, assignment or otherwise.

This Policy shall expire and terminate without any action on the part of the Insurer or any other Person on the date that is the later of (i) the date that is one year and one day following the date on which the Notes shall have been paid in full and (ii) if any Avoidance Action has been commenced on or prior to the date specified in clause (i) above, the 30th day after the entry of a final, non-appealable order in resolution or settlement of such proceeding.

Form 9142

Page 5 of 6

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

Financial Guaranty Insurance Policy

IN WITNESS WHEREOF, the Insurer has caused this Policy to be affixed with its corporate seal and to be signed by its duly authorized officer in facsimile to become effective and binding upon the Insurer by virtue of the countersignature of its duly authorized representative.

President Authorized Representative

_____________________________ ________________________________

Name: Name:

Title: Title:

Effective Date: May 23, 2007

Form 9142

Page 6 of 6

EXHIBIT A

NOTICE OF NONPAYMENT

AND DEMAND FOR PAYMENT OF INSURED PAYMENTS

To: Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

Attention: Structured Finance Surveillance

Telephone: (212) 312-3000

Telecopier: (212) 312-3220

Re: $500,000,000 in aggregate note principal balance of Floating Rate Rental Car Asset Backed Notes, Class A (collectively, the “Notes”)

Policy No. 07030024 (the “Policy”)

Payment Date: ___________________________

We refer to that certain Amended and Restated Base Indenture, dated as of February 14, 2007, between the Issuer and the Trustee and supplemented by the Series 2007-1 Supplement, dated as of May 23, 2007, between the Issuer and the Trustee (the “Agreement”), relating to the above referenced Notes. All capitalized terms not otherwise defined herein or in the Policy shall have the same respective meanings assigned to such terms in the Agreement.

The Trustee has determined under the Agreement that the Deficiency Amount for the Payment Date occurring in ______________ is equal to $_____________. This Deficiency Amount constitutes an Insured Payment payable by the Insurer under the Policy.

[In addition, attached hereto is a copy of the Final Order in connection with a Preference Amount in the amount set forth therein, together with an assignment of rights and appointment of agent and other documents required by the Policy in respect of Preference Amounts. The amount of the Preference Amount is $______________. This Preference Amount constitutes an Insured Payment payable by the Insurer under the Policy.]

Accordingly, pursuant to the Agreement, this statement constitutes a notice for payment of an Insured Payment by the Insurer in the amount of $_______________ under the Policy.

(b) No payment claimed hereunder is in excess of the amount payable under the Policy.

The amount requested in this Notice should be paid to: [Payment Instructions]

Form 9142 A-1

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for each such violation.

IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of Nonpayment and Demand for Payment of Insured Payments this _____ day of ______________________.

________________________________________,

as Trustee

By:   ___________________________________

Title:___________________________________

Form 9142 A-2

EXHIBIT B

NOTICE OF ANTICIPATED INTEREST SHORTFALL

To: Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

Attention: Structured Finance Surveillance

Telephone: (212) 312-3000

Telecopier: (212) 312-3220

Re: $500,000,000 in aggregate note principal balance of Floating Rate Rental Car Asset Backed Notes, Class A (collectively, the “Notes”)

Policy No. 07030024 (the “Policy”)

Payment Date: ___________________________

We refer to that certain Amended and Restated Base Indenture, dated as of February 14, 2007, between the Issuer and the Trustee and supplemented by the Series 2007-1 Supplement, dated as of May 23, 2007, between the Issuer and the Trustee (the “Agreement”), relating to the above referenced Notes. All capitalized terms not otherwise defined herein or in the Policy shall have the same respective meanings assigned to such terms in the Agreement.

The Trustee has determined under the Agreement for the Payment Date occurring in _________ the following amounts:

1. that the Series 2007-1 Letter of Credit Amount is equal to $_____________;

2. that the Cash Liquidity Amount is equal to $_____________;

3. that the amounts on deposit in the Series 2007-1 Accrued Interest Account is equal to $_____________; and

4. the Interest Rate Cap Payment expected to be received is equal to $_____________.

The total of the amounts listed in (1) through (4) above is equal to $_______. The Trustee has determined that the Series 2007-1 Accrued Interest Amount for the Payment Date occurring in __________ is equal to $__________. Accordingly, the Insured Interest Shortfall is equal to $_______.

Form 9142 B-1

Accordingly, this statement constitutes a notice that an Insured Payment, in an amount not to exceed the Insured Interest Shortfall, may be payable by the Insurer on the Payment Date occurring on _____________, in the event that the Insurer receives a Notice (as defined in the Policy) by 9:00 a.m., New York City time, on the Payment Date.

The undersigned acknowledges that this notice does not constitute a “Notice” under the Policy and that this notice does not constitute a demand for payment under the Policy.

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for each such violation.

IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of Anticipated Interest Shortfall this _____ day of ______________________.

________________________________________,

as Trustee

By: ___________________________________

Title: ___________________________________

Form 9142 B-2