UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2007


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

For the transition period from______________to______________

Commission file number 1-13647

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		73-1356520 (I.R.S. Employer 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act:

Large accelerated filer X Accelerated filer Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No X

The number of shares outstanding of the registrant’s Common Stock as of April 30, 2007 was 23,700,847.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
FORM 10-Q

Page

PART I - FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS (UNAUDITED)

ITEM

2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM

3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

ITEM

4. CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS

ITEM

1A. RISK FACTORS

ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

ITEM

6. EXHIBITS

SIGNATURES

INDEX TO EXHIBITS

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

Some of the statements contained herein under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Dollar Thrifty Automotive Group, Inc. believes such forward-looking statements are based upon reasonable assumptions, such statements are not guarantees of future performance and certain factors could cause results to differ materially from current expectations. These factors include: price and product competition; access to reservation distribution channels; economic and competitive conditions in markets and countries where the companies’ customers reside and where the companies and their franchisees operate; natural hazards or catastrophes; incidents of terrorism; airline travel patterns; changes in capital availability or cost; costs and other terms related to the acquisition and disposition of automobiles; systems or communications failures; costs of conducting business and changes in structure or operations; and certain regulatory and environmental matters and litigation risks. Should one or more of these risks or uncertainties, among others, materialize, actual results could vary from those estimated, anticipated or projected. Dollar Thrifty Automotive Group, Inc. undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Dollar Thrifty Automotive Group, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries (the “Company”) as of March 31, 2007, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2007 and 2006. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Dollar Thrifty Automotive Group, Inc. and subsidiaries as of December 31, 2006, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated March 16, 2007, we expressed an unqualified opinion on those consolidated financial statements (which report includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment). In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Tulsa, Oklahoma

May 7, 2007

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(In Thousands Except Per Share Data)


			Three Months
			Ended March 31,

			(Unaudited)
			2007		2006

REVENUES:
	Vehicle rentals		$	370,568	$	330,695
	Vehicle leasing			8,105		12,457
	Fees and services			10,832		12,534
	Other			8,458		4,876

		Total revenues		397,963		360,562


COSTS AND EXPENSES:

	Direct vehicle and operating			201,437		186,047
	Vehicle depreciation and lease charges, net			93,283		65,062
	Selling, general and administrative			65,301		61,998
	Interest expense, net of interest income			19,070		16,105

		Total costs and expenses		379,091		329,212

	(Increase) decrease in fair value of derivatives			7,793		(7,916	)

INCOME BEFORE INCOME TAXES				11,079		39,266

INCOME TAX EXPENSE				5,917		17,460

NET INCOME			$	5,162	$	21,806

BASIC EARNINGS PER SHARE			$	0.22	$	0.87

DILUTED EARNINGS PER SHARE			$	0.21	$	0.84

See notes to condensed consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2007 AND DECEMBER 31, 2006

(In Thousands Except Share and Per Share Data)


		March 31,			December 31,
		2007			2006

		(Unaudited)
ASSETS:
Cash and cash equivalents		$	184,539		$	191,981
Restricted cash and investments			110,180			389,794
Receivables, net			214,868			242,349
Prepaid expenses and other assets			115,372			98,020
Revenue-earning vehicles, net			2,851,749			2,623,719
Property and equipment, net			118,954			116,787
Income taxes receivable			2,115			2,585
Intangible assets, net			87,982			66,160
Goodwill			280,170			280,103

		$	3,965,929		$	4,011,498

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable		$	66,467		$	65,251
Accrued liabilities			190,679			183,887
Deferred income tax liability			271,106			266,455
Vehicle insurance reserves			105,993			103,921
Vehicle debt and obligations			2,679,490			2,744,284

	Total liabilities		3,313,735			3,363,798

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value: Authorized 10,000,000 shares; none outstanding			-			-
Common stock, $.01 par value: Authorized 50,000,000 shares; 27,810,947 and 27,594,867 issued, respectively, and 23,700,447 and 23,484,367 outstanding, respectively			278			275
Additional capital			791,160			791,452
Retained earnings			12,458			7,782
Accumulated other comprehensive income			4,324			4,217
Treasury stock, at cost (4,110,500 shares)			(156,026	)		(156,026	)

	Total stockholders’ equity		652,194			647,700

		$	3,965,929		$	4,011,498

See notes to condensed consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(In Thousands)


					Three Months
					Ended March 31,

					(Unaudited)
					2007			2006

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	5,162		$	21,806
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation:
			Vehicle depreciation			95,729			74,278
			Non-vehicle depreciation			5,314			5,182
		Net gains from disposition of revenue-earning vehicles				(3,446	)		(10,836	)
		Amortization				1,659			1,575
		Performance share incentive plan				817			2,291
		Interest income earned on restricted cash and investments				(4,000	)		(6,263	)
		Net (gains) losses from sale of property and equipment				(230	)		34
		Provision for (recovery of) losses on receivables				109			(129	)
		Deferred income taxes				3,578			16,311
		(Increase) decrease in fair value of derivatives				7,793			(7,916	)
		Change in assets and liabilities, net of acquisitions:
			Income taxes payable/receivable			642			(8,981	)
			Receivables			24,686			42,640
			Prepaid expenses and other assets			(16,700	)		(9,673	)
			Accounts payable			2,695			(13,646	)
			Accrued liabilities			416			(1,121	)
			Vehicle insurance reserves			2,072			766
			Other			181			(62	)

				Net cash provided by operating activities		126,477			106,256


CASH FLOWS FROM INVESTING ACTIVITIES:
	Revenue-earning vehicles:
		Purchases				(1,433,410	)		(1,502,611	)
		Proceeds from sales				1,125,597			944,664
	Net change in restricted cash and investments					283,614			330,913
	Property, equipment and software:
		Purchases				(11,804	)		(10,691	)
		Proceeds from sales				1,193			-
	Acquisition of businesses, net of cash acquired					(20,018	)		(1,713	)

				Net cash used in investing activities		(54,828	)		(239,438	)







									(Continued)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(In Thousands)


					Three Months
					Ended March 31,

					(Unaudited)
					2007			2006

CASH FLOWS FROM FINANCING ACTIVITIES:
	Vehicle debt and obligations:
		Proceeds				1,373,865			4,283,937
		Payments				(1,438,661	)		(4,139,769	)
	Payments of debt assumed through acquisition					(14,092	)		-
	Issuance of common shares					246			1,649
	Purchase of common stock for the treasury					-			(25,026	)
	Financing issue costs					(449	)		(5,791	)

				Net cash provided by/(used in) financing activities		(79,091	)		115,000

CHANGE IN CASH AND CASH EQUIVALENTS						(7,442	)		(18,182	)

CASH AND CASH EQUIVALENTS:
	Beginning of period					191,981			274,299

	End of period				$	184,539		$	256,117

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid for:
			Income taxes to taxing authorities		$	3,278		$	10,115

			Interest		$	24,726		$	24,208

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
	Receivables from capital lease of vehicles to franchisees				$	-		$	865

	Purchases of property, equipment and software included in accounts payable				$	1,194		$	973

See notes to condensed consolidated financial statements.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(Unaudited)

1.	BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of Dollar Thrifty Automotive Group, Inc. (“DTG”) and its subsidiaries. DTG’s significant wholly owned subsidiaries include DTG Operations, Inc., Thrifty, Inc., Dollar Rent A Car, Inc., Rental Car Finance Corp. (“RCFC”) and Dollar Thrifty Funding Corp. Thrifty, Inc. is the parent company to Thrifty Rent-A-Car System, Inc., which is the parent company to Dollar Thrifty Automotive Group Canada Inc. (“DTG Canada”). The term the “Company” is used to refer to DTG and subsidiaries, individually or collectively, as the context may require.

The accounting policies set forth in Note 2 to the consolidated financial statements contained in the Form 10-K filed with the Securities and Exchange Commission on March 16, 2007 have been followed in preparing the accompanying condensed consolidated financial statements.

The condensed consolidated financial statements and notes thereto for interim periods included herein have not been audited by an independent registered public accounting firm. The condensed consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the Company’s opinion, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods have been made. Results for interim periods are not necessarily indicative of results for a full year.

2.	SHARE-BASED PAYMENT PLANS

Long-Term Incentive Plan

At March 31, 2007, the Company’s common stock authorized for issuance under the long-term incentive plan (“LTIP”) for employees and non-employee directors was 1,812,295 shares. The Company has 225,802 shares available for future LTIP awards at March 31, 2007 after allocating for the maximum potential shares that could be awarded under existing LTIP grants. The Company issues new shares of remaining authorized common stock to satisfy LTIP awards.

Compensation cost for performance shares and restricted stock awards is recognized based on the fair value of the awards granted at the grant-date. The Company recognized compensation costs of $0.8 million and $2.3 million during the three months ended March 31, 2007 and 2006, respectively, for such awards. The Company granted 148,360 target performance shares and 21,610 restricted stock awards during the three months ended March 31, 2007. The Company granted 213,508 target performance shares and 27,511 restricted stock awards during the three months ended March 31, 2006.

Option Rights Plan – Under the LTIP, the Committee may grant non-qualified option rights to key employees and non-employee directors. During the three months ended March 31, 2007, there were no non-qualified option rights granted and there were 14,415 options exercised.

Performance Shares – Performance shares are granted to Company officers and certain key employees. The awards granted in 2007, 2006 and 2005 established a target number of shares that generally vest at the end of a three year requisite service period following the grant-date. The number of performance shares ultimately earned will range from zero to 200% of the target award, depending on the level of corporate performance over each of the three years, which is considered the performance period. For the awards granted in 2007 and 2006, the grant-date fair value for the performance indicator portion of the awards is based on the closing market price of the Company’s common shares at the date of grant. The market condition based portion of the awards is estimated on the date of grant using a lattice-based option valuation model and the assumptions noted in the following table:


	Three Months Ended March 31,

	2007			2006

Weighted-average expected life (in years)		3			3
Expected price volatility		28.10	%		30.50	%
Risk-free interest rate		4.88	%		4.54	%

The following table presents the status of the Company’s nonvested performance shares as of March 31, 2007 and any changes during the three months ended March 31, 2007:


			Weighted-Average
	Shares		Grant-Date
Nonvested Shares	(In Thousands)		Fair Value

Nonvested at January 1, 2007	702		$ 35.67
Granted	148		56.60
Vested	(230	)	28.89
Forfeited	(83	)	31.70

Nonvested at March 31, 2007	537		$ 45.01

At March 31, 2007, the total compensation cost related to nonvested performance share awards not yet recognized is estimated at approximately $13.2 million, depending upon the Company’s performance against targets specified in the performance share agreement. This estimated compensation cost is expected to be recognized over the weighted-average period of 2.2 years. Values of the performance shares earned will be recognized as compensation expense over the requisite service period. The total intrinsic value of vested and issued performance shares during the three months ended March 31, 2007 was $9.5 million. The maximum amount for which performance shares may be granted under the LTIP during any year to any participant is 160,000 common shares.

Restricted Stock Units – Under the LTIP, non-employee directors were granted restricted stock units. These grants generally vest at the end of the fiscal year in which the grants were made. The grant-date fair value of the award is based on the closing market price of the Company’s common shares at the date of grant. During the three months ended March 31, 2007, the Company granted 21,610 shares with a grant-date fair value of $46.90. At March 31, 2007, the total compensation cost related to nonvested restricted stock unit awards not yet recognized is approximately $0.7 million, which is expected to be recognized over the next nine months.

3.	ACQUISITIONS

During the three months ended March 31, 2007, the Company added seven locations by acquiring its former franchisee in Seattle, Washington and Portland, Oregon. The Company also acquired certain assets and assumed certain liabilities relating to four locations from its former franchisee in Pittsburgh, Middletown/Harrisburg, Allentown and Erie, Pennsylvania. Total cash paid during the three months ended March 31, 2007, net of cash acquired for acquisitions, was $20.0 million. The Company recognized an additional $20.8 million in unamortized intangible assets for reacquired franchise rights during the three months ended March 31, 2007 (Note 7). The Company did not recognize any goodwill related to these transactions.

Each of these transactions has been accounted for using the purchase method of accounting and operating results of the acquirees from the dates of acquisition are included in the condensed consolidated statements of income of the Company. These acquisitions are not material individually or collectively to amounts presented for the three months ended March 31, 2007.

4.	VEHICLE DEPRECIATION AND LEASE CHARGES, NET

Vehicle depreciation and lease charges includes the following (in thousands):


	Three Months
	Ended March 31,

	2007			2006

Depreciation of revenue-earning vehicles	$	95,729		$	74,278
Net gains from disposal of revenue-earning vehicles		(3,446	)		(10,836	)
Rents paid for vehicles leased		1,000			1,620

	$	93,283		$	65,062

5.	EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the combined weighted average number of common shares and dilutive potential common shares outstanding which include, where appropriate, the assumed exercise of options. In computing diluted earnings per share, the Company has utilized the treasury stock method.

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share (“EPS”) is shown below (in thousands, except share and per share data):


		Three Months
		Ended March 31,

			2007		2006

Net income			$	5,162	$	21,806

Basic EPS:
	Weighted-average common shares			23,248,966		25,059,661


Basic EPS			$	0.22	$	0.87


Diluted EPS:
	Weighted-average common shares			23,248,966		25,059,661

Shares contingently issuable:
	Stock options			203,204		316,161
	Performance awards			282,722		376,034
	Employee compensation shares deferred			375,240		186,443
	Director compensation shares deferred			194,494		165,512

Shares applicable to diluted				24,304,626		26,103,811

Diluted EPS			$	0.21	$	0.84

For the three months ended March 31, 2007 and 2006, all options to purchase shares of common stock were included in the computation of diluted earnings per share because no exercise price was greater than the average market price of the common shares.

6.	RECEIVABLES

Receivables consist of the following (in thousands):


	March 31,			December 31,
	2007			2006

Trade accounts receivable	$	98,453		$	114,492
Due from DaimlerChrysler		74,800			95,223
Car sales receivable		32,185			19,384
Fair value of interest rate swap		9,450			14,271
Other vehicle manufacturer receivables		7,732			7,781
Notes receivable		1,196			1,159

		223,816			252,310
Less: Allowance for doubtful accounts		(8,948	)		(9,961	)

	$	214,868		$	242,349

Trade accounts and notes receivable include primarily amounts due from rental customers, franchisees and tour operators arising from billings under standard credit terms for services provided in the normal course of business. Notes receivable are generally issued by certain franchisees at current market interest rates with varying maturities and are generally guaranteed by franchisees.

Due from DaimlerChrysler is comprised primarily of amounts due under various guaranteed residual, buyback, incentive and promotion programs, which are paid according to contract terms and are generally received within 60 days.

Car sales receivable include primarily amounts due from car sale auctions for the sale of both Program and Non-Program Vehicles.

Fair value of interest rate swap represents the fair market value on interest rate swap agreements (Note 10).

Other vehicle manufacturer receivables include primarily amounts due under guaranteed residual, buyback and incentive programs, which are paid according to contract terms and are generally received within 60 days.

7.	INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):


	March 31,			December 31,
	2007			2006

Amortized intangible assets
Software and other intangible assets	$	68,142		$	65,521
Less accumulated amortization		(38,613	)		(36,997	)

		29,529			28,524
Unamortized intangible assets
Reacquired franchise rights		58,453			37,636

Total intangible assets	$	87,982		$	66,160

The Company adopted the provisions of Emerging Issues Task Force ("EITF") No. 04-1, "Accounting for Preexisting Relationships between the Parties to a Business Combination" ("EITF No. 04-1") on January 1, 2005. In applying the provisions of EITF No. 04-1 to the acquisitions completed during the three months ended March 31, 2007, the Company established unamortized separately identifiable intangible assets, referred to as reacquired franchise rights. Intangible assets with indefinite useful lives, such as reacquired franchise rights, are not amortized, but are subject to impairment testing annually or more frequently if events and circumstances indicate there may be impairment. The Company has elected to perform the annual impairment test on the indefinite lived intangible assets during the fourth quarter of each year, unless circumstances arise that require more frequent testing. During the fourth quarter of 2006, the Company completed its annual impairment test of each reacquired franchise right and concluded no impairment was indicated. Intangible assets with finite useful lives are amortized over their respective useful lives.

8.	GOODWILL

The Company has elected to perform the annual impairment test on goodwill during the second quarter of each year, unless circumstances arise that require more frequent testing. During the second quarter of 2006, the Company completed the annual impairment test of goodwill and concluded goodwill was not impaired.

The changes in the carrying amount of goodwill for the three months ended March 31, 2007 are as follows (in thousands):


Balance as of January 1, 2007	$	280,103
Effect of change in rates used for foreign currency translation		67

Balance as of March 31, 2007	$	280,170

9.	VEHICLE DEBT AND OBLIGATIONS

Vehicle debt and obligations as of March 31, 2007 and December 31, 2006 consist of the following (in thousands):


			March 31,			December 31,
			2007			2006

Asset backed notes:
	2006 Series notes		$	600,000		$	600,000
	2005 Series notes			400,000			400,000
	2004 Series notes			500,000			500,000
	2003 Series notes			125,000			312,500

				1,625,000			1,812,500
		Discounts on asset backed notes		(30	)		(32	)

		Asset backed notes, net of discount		1,624,970			1,812,468
Conduit Facility				425,000			425,000
Commercial paper, net of discount of $1,106 and $1,305				303,795			178,951
Other vehicle debt				218,842			220,735
Limited partner interest in limited partnership				106,883			107,130

Total vehicle debt and obligations			$	2,679,490		$	2,744,284

On March 26, 2007, the Company extended its Variable Funding Note Purchase Facility (the “Conduit Facility”) for a three-month period with a capacity of $425 million. The Conduit Facility is expected to be renewed for a 364-day period in June 2007.

On March 26, 2007, the Company extended its Commercial Paper Program for a three-month period at a maximum capacity of $649 million backed by a three-month extension of the Liquidity Facility in the amount of $560 million. The Commercial Paper Program and Liquidity Facility are both expected to be renewed for a 364-day period in June 2007.

10.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in interest rates. Consequently, the Company manages the financial exposure as part of its risk management program, by striving to reduce the potentially adverse effects that the potential volatility of the financial markets may have on the Company’s operating results. The Company has used interest rate swap agreements, for each related new asset-backed note issuance in 2003 through 2006, to effectively convert variable interest rates on a total of $1.5 billion in asset-backed notes to fixed interest rates. These swaps have termination dates through May 2011. The Company reflects these swaps on its balance sheet at fair market value, which totaled approximately $3.7 million at March 31, 2007, comprised of assets, included in receivables, of approximately $9.4 million and liabilities, included in accrued liabilities, of approximately $5.7 million. At December 31, 2006, these swaps totaled $11.5 million comprised of assets, included in receivables, of approximately $14.3 million and liabilities, included in accrued liabilities, of approximately $2.8 million. For the three months ended March 31, 2007 and 2006, the Company recorded the related change in the fair value of the swap agreements of $7.8 million and ($7.9) million, respectively, as a net (increase) decrease in fair value of derivatives in the condensed consolidated statements of income. These interest rate swap agreements do not qualify for hedge accounting treatment under SFAS No. 133.

11.

COMPREHENSIVE INCOME

Comprehensive income is comprised of the following (in thousands):


	Three Months
	Ended March 31,

	2007		2006

Net Income	$	5,162	$	21,806

Foreign currency translation adjustment		107		(81	)

Comprehensive income	$	5,269	$	21,725

12.

INCOME TAXES

The Company has provided for income taxes in the U.S. and in Canada based on taxable income or loss and other tax attributes separately for each jurisdiction. The Company has established tax provisions separately for U.S. taxable income and Canadian losses, for which no income tax benefit was recorded. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. A valuation allowance is recorded for deferred income tax assets when management determines it is more likely than not that such assets will not be realized.

For the three months ended March 31, 2007, the overall effective tax rate of 53.4% differed from the U.S. statutory rate due primarily to the state and local taxes and losses relating to DTG Canada for which no benefit was recorded due to full valuation allowance.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”, as amended (“FIN No. 48”). Upon adoption of FIN No. 48 and as of March 31, 2007, the Company had no material liablity for unrecognized tax benefits and no material adjustments to the Company’s opening financial position were required. There are no material tax positions for which it is reasonably possible that unrecognized tax benefits will significantly change in the twelve months subsequent to March 31, 2007.

The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. In the Company’s significant tax jurisdictions, the tax years 2003 through 2006 are subject to examination by federal taxing authorities and the tax years 2002 through 2006 are subject to examination by state and foreign taxing authorities.

The Company accrues interest and penalties on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in the condensed consolidated statement of income. No amounts were recognized for interest and penalties upon adoption of FIN No. 48 or during the three months ended March 31, 2007.

13.

SHARE REPURCHASE PROGRAM

In February 2006, the Company’s Board of Directors authorized a $300 million share repurchase program to replace the existing $100 million share repurchase program of which $44.7 million had been used to repurchase shares. The Company did not repurchase shares during the three months ended March 31, 2007. Since inception of the share repurchase programs, the Company has repurchased 4,110,500 shares of common stock at an average price of $37.96 per share totaling approximately $156.0 million, all of which were made in open market transactions. At March 31, 2007, the $300 million share repurchase program has $188.7 million of remaining authorization through December 31, 2008.

14.

COMMITMENTS AND CONTINGENCIES

Various claims and legal proceedings have been asserted or instituted against the Company, including some purporting to be class actions, and some which demand large monetary damages or other relief which could result in significant expenditures. Litigation is subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. The Company is also subject to potential liability related to environmental matters. The Company establishes reserves for litigation and environmental matters when the loss is probable and reasonably estimable. It is reasonably possible that the final resolution of some of these matters may require the Company to make expenditures, in excess of established reserves, over an extended period of time and in a range of amounts that cannot be reasonably estimated. The term “reasonably possible” is used herein to mean that the chance of a future transaction or event occurring is more than remote but less than likely. Although the final resolution of any such matters could have a material effect on the Company’s consolidated operating results for the particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position.

15.

NEW ACCOUNTING STANDARDS

In June 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force (“EITF”) in EITF Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)” (“EITF No. 06-3”). The EITF reached a consensus that the presentation of the types of taxes included in the scope of EITF No. 06-3 on either a gross or a net basis is an accounting policy decision that should be disclosed. The Company reports revenues net of these taxes in its condensed consolidated statements of income.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which is effective for fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The Company plans to adopt the provisions of SFAS No. 157 as required on January 1, 2008 and is currently evaluating the impact SFAS No. 157 will have on its consolidated financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115” (“SFAS No. 159”). This statement permits entities to make an irrevocable election to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company plans to adopt the provisions of SFAS No. 159 as required on January 1, 2008 and is currently evaluating the impact SFAS No. 159 will have on its consolidated financial position and results of operations.

16.

SUBSEQUENT EVENTS

The Company acquired certain assets and assumed certain liabilities relating to its Thrifty franchisee locations in Vermont, effective April 1, 2007.

*******

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth the percentage of total revenues in the Company’s condensed consolidated statements of income:


			Three Months
			Ended March 31,

			2007			2006

			(Percentage of Revenue)
Revenues:
	Vehicle rentals			93.1	%		91.7	%
	Vehicle leasing			2.0			3.5
	Fees and services			2.7			3.5
	Other			2.2			1.3

		Total revenues		100.0			100.0


Costs and expenses:
	Direct vehicle and operating			50.6			51.6
	Vehicle depreciation and lease charges, net			23.4			18.0
	Selling, general and administrative			16.4			17.2
	Interest expense, net of interest income			4.8			4.5

		Total costs and expenses		95.2			91.3

	(Increase) decrease in fair value of derivatives			2.0			(2.2	)

Income before income taxes				2.8			10.9

Income tax expense				1.5			4.9

Net income				1.3	%		6.0	%

The following table sets forth certain selected operating data of the Company:


		Three Months
		Ended March 31,

					Percentage
	2007		2006		Change

U.S. and Canada

Vehicle Rental Data: (includes franchise acquisitions)

Average number of vehicles operated		109,114		105,707		3.2%
Number of rental days		8,172,820		8,098,161		0.9%
Vehicle utilization		83.2%		85.1%		(1.9) p.p.
Average revenue per day	$	45.34	$	40.84		11.0%
Monthly average revenue per vehicle	$	1,132	$	1,043		8.5%

Same Store Vehicle Rental Data: (excludes franchise acquisitions)

Average number of vehicles operated		102,052		105,707		(3.5%	)
Number of rental days		7,662,194		8,098,161		(5.4%	)

Vehicle Leasing Data:

Average number of vehicles leased		5,419		9,027		(40.0%	)
Monthly average revenue per vehicle	$	499	$	460		8.5%

Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006

During the first quarter of 2007, the Company achieved revenue growth primarily from higher revenue per day. The Company also experienced higher vehicle depreciation and interest costs during the quarter. These costs, along with the decrease in the fair value of derivatives, exceeded the revenue growth and resulted in lower profits for the first quarter of 2007 as compared to last year’s first quarter.

Operating Results

The Company had income of $11.1 million before income taxes for the first quarter of 2007, compared to $39.3 million in the first quarter of 2006.

Revenues


	Three Months
	Ended March 31,				$ Increase/			% Increase/
	2007		2006		(decrease)			(decrease)

	(in millions)

Vehicle rentals	$	370.6	$	330.7	$	39.9			12.1%
Vehicle leasing		8.1		12.5		(4.4	)		(34.9%	)
Fees and services		10.8		12.5		(1.7	)		(13.6%	)
Other		8.5		4.9		3.6			73.5%

Total revenues	$	398.0	$	360.6	$	37.4			10.4%


Vehicle rental metrics:
Number of rental days		8,172,820		8,098,161		74,659			0.9%
Average revenue per day	$	45.34	$	40.84	$	4.50			11.0%

Vehicle leasing metrics:
Average number of vehicles leased		5,419		9,027		(3,608	)		(40.0%	)
Average monthly lease revenue per unit	$	499	$	460	$	39			8.5%

Vehicle rental revenue for the first quarter of 2007 increased 12.1%, due to an 11.0% increase in revenue per day totaling $36.8 million coupled with a 0.9% increase in rental days totaling $3.1 million. Vehicle rental days increased 6.3% due to 2006 franchisee acquisitions, 2007 franchisee acquisitions and greenfield locations that had not yet annualized but decreased 5.4% on a same store basis.

Vehicle leasing revenue for the first quarter of 2007 decreased 34.9%, due to a 40.0% decrease in the average lease fleet totaling $5.0 million, partially offset by an 8.5% increase in the average lease rate totaling $0.6 million. The decline in volume was due to fewer vehicles leased to franchisees, which is primarily attributable to the shift of several locations from franchised operations to corporate operations.

Fees and services revenue decreased 13.6%, primarily due to lower revenues from franchisees due to the shift of several locations from franchised operations to corporate operations.

Other revenue increased $3.6 million primarily due to an increase of $1.7 million in parking revenues, coupled with an increase of $1.2 million in the market value of investments in the Company’s deferred compensation and retirement plans. The revenue relating to these plans is attributable to the mark to market valuation of the corresponding investments and is offset in selling, general and administrative expenses and, therefore, has no impact on net income.

Expenses


	Three Months
	Ended March 31,					$ Increase/		% Increase/
	2007		2006			(decrease)		(decrease)

	(in millions)

Direct vehicle and operating	$	201.4	$	186.0		$	15.4		8.3%
Vehicle depreciation and lease charges, net		93.3		65.1			28.2		43.4%
Selling, general and administrative		65.3		62.0			3.3		5.3%
Interest expense, net of interest income		19.1		16.1			3.0		18.4%

Total expenses	$	379.1	$	329.2		$	49.9		15.2%


(Increase) decrease in fair value of derivatives		7.8		(7.9	)		15.7		(198.4%	)

Direct vehicle and operating expenses for the first quarter of 2007 increased $15.4 million, primarily due to higher costs per transaction coupled with a higher number of vehicles operated and higher transaction levels. As a percent of revenue, direct vehicle and operating expenses were 50.6% in the first quarter of 2007, compared to 51.6% in the first quarter of 2006.

The increase in direct vehicle and operating expense in the first quarter of 2007 resulted from the following:

Facility and airport concession expenses increased $4.7 million. This increase resulted from increases in concession fees of $3.4 million, which are primarily based on a percentage of revenue generated from the airport facility, and increases in rent expense of $1.3 million.

Commission expenses increased $4.4 million, which are primarily based on revenue and related to fees charged by travel agents, third party Internet sites and credit card companies.

Personnel related expenses increased $3.6 million. Salary expenses increased approximately $2.9 million due to higher compensation costs per employee and $2.0 million from increases in the number of employees, partially offset by a reduction of $1.9 million related to costs of group health insurance.

Net vehicle depreciation and lease charges for the first quarter of 2007 increased $28.2 million. As a percent of revenue, net vehicle depreciation and lease charges were 23.4% in the first quarter of 2007, compared to 18.0% in the first quarter of 2006.

The increase in net vehicle depreciation and lease charges resulted from the following:

Vehicle depreciation expense increased $21.4 million, resulting primarily from a 30.4% increase in the average depreciation rate due to increased vehicle costs, partially offset by a 1.2% decrease in depreciable fleet. The increase in the depreciation rate was primarily the result of an increase in depreciation rates on Program and Non-Program Vehicles, partially offset by a higher mix of Non-Program Vehicles, which typically have lower average depreciation rates.

Net vehicle gains on disposal of Non-Program Vehicles, which reduce vehicle depreciation and lease charges, decreased $7.4 million. This decrease resulted primarily from a lower average gain per unit.

Lease charges, for vehicles leased from third parties, decreased $0.6 million due to a decrease in the average number of units leased.

Selling, general and administrative expenses for the first quarter of 2007 increased $3.3 million, resulting from a $2.7 million increase in general and administrative expenses and a $0.6 million increase in sales and marketing expense. As a percent of revenue, selling, general and administrative expenses were 16.4% of revenue in the first quarter of 2007, compared to 17.2% in the first quarter of 2006.

The increase in selling, general and administrative expenses in the first quarter of 2007 resulted from the following:

Information technology related expenses increased $9.2 million, primarily due to base contract fees paid to EDS for the outsourcing of information technology services.

Transition costs relating to the outsourcing of information technology and call center operations were $2.5 million, including salary related expenses.

The market value of investments in the Company’s deferred compensation and retirement plans increased $1.2 million, which is offset in other revenue and, therefore, did not impact net income.

Personnel related expenses decreased $9.3 million due primarily to lower personnel costs of approximately $5.7 million related to IT employees outsourced in October 2006, a $1.7 million decrease in incentive compensation expense, a $1.5 million decrease in performance share expense and a $0.8 million reduction in group health insurance. The decrease in incentive compensation expense and performance share expense is primarily related to lower levels of earnings in the first quarter of 2007 compared to the first quarter of 2006.

Sales and marketing expenses increased $0.6 million due primarily to increased Internet-related spending and other marketing related costs.

Net interest expense for the first quarter of 2007 increased $3.0 million due to higher interest rates and lower cash balances, partially offset by an increase in the rate received on interest reimbursements relating to vehicle programs. Net interest expense was 4.8% of revenue in the first quarter of 2007, compared to 4.5% in the first quarter of 2006.

The income tax provision for the first quarter of 2007 was $5.9 million. The effective income tax rate in the first quarter was 53.4% compared to 44.5% in the first quarter of 2006. The increase in the effective tax rate was primarily due to lower U.S. pretax earnings relative to Canadian pretax losses. The Company reports taxable income for the U.S. and Canada in separate tax jurisdictions and establishes provisions separately for each jurisdiction. On a separate, domestic basis, the U.S. effective tax rate approximates the statutory tax rate including the effect of state income taxes. However, no income tax benefit was recorded for Canadian losses in 2007 or 2006, thus, increasing the consolidated effective tax rate compared to the U.S. effective tax rate.

Interim reporting requirements for applying separate, annual effective income tax rates to U.S. and Canadian operations, combined with the seasonal impact of Canadian operations, will cause significant variations in the Company’s quarterly consolidated effective income tax rates.

Outlook for 2007

The Company expects the travel environment to remain stable in 2007. Rental rates, which are highly competitive within the rental car industry, increased significantly in the first quarter of 2007 and the Company expects that rental rates will continue to increase for the remainder of 2007 due to efforts by the

industry to offset increased fleet costs. Early in 2007, the Company has aggressively increased rental rates resulting in less growth in rental day volume. The Company is continuing to pursue franchise acquisitions to facilitate growth.

Vehicle manufacturers are reducing total capacity and reducing vehicle supply to the rental car industry; however, the Company believes it has and will have adequate fleet to meet its forecasted growth in 2007. Vehicle manufacturers have also significantly increased industry vehicle costs by increasing Program Vehicle depreciation rates and lowering incentives for both Program and Non-Program Vehicles for the 2007 model year. To offset a portion of the vehicle cost increases, the Company plans to operate a larger proportion of Non-Program Vehicles, which will increase its exposure to fluctuations in the used car market.

The Company also expects higher costs relating to commissions to continue in 2007, due to volume increases on the third party Internet reservation channels. The Company will also increase its marketing initiatives and will invest in IT systems and infrastructure to facilitate additional growth. Additionally, interest costs due to higher interest rates will continue to rise. These higher costs, including vehicle depreciation, will negatively impact the Company’s profits unless the Company can increase rental rates substantially and achieve other cost reductions.

In August 2006, the Company entered into a master services agreement (“MSA”) with Electronic Data Systems Corporation and EDS Information Systems, L.L.C. (collectively, “EDS”) to outsource the majority of IT services. The MSA will provide significant cost reductions to the Company over its term at current levels of IT development and support. The Company continues to incur transition costs in 2007; however, it expects this arrangement to provide ongoing cost savings in 2008 and beyond.

In February 2007, the Company announced it has signed an agreement to outsource a portion of its reservation call center transactions to PRC, a global leader in the operation of outsourced call centers, during the second quarter of 2007. This outsourcing arrangement is expected to provide cost savings in the future, but is expected to reduce earnings slightly in 2007 due to transition and ramp up costs.

Seasonality

The Company’s business is subject to seasonal variations in customer demand, with the summer vacation period representing the peak season for vehicle rentals. During the peak season, the Company increases its rental fleet and workforce to accommodate increased rental activity. As a result, any occurrence that disrupts travel patterns during the summer period could have a material adverse effect on the annual performance of the Company. The first and fourth quarters for the Company’s rental operations are generally the weakest, when there is limited leisure travel and a greater potential for adverse weather conditions. Many of the operating expenses such as rent, general insurance and administrative personnel are fixed and cannot be reduced during periods of decreased rental demand.

Liquidity and Capital Resources

The Company’s primary uses of liquidity are for the purchase of vehicles for its rental and leasing fleets, non-vehicle capital expenditures, franchisee acquisitions, share repurchases and for working capital. The Company uses both cash and letters of credit to support asset backed vehicle financing programs. The Company also uses letters of credit or insurance bonds to secure certain commitments related to airport concession agreements, insurance programs, and for other purposes.

The Company’s primary sources of liquidity are cash generated from operations, secured vehicle financing, the Revolving Credit Facility (hereinafter defined) and insurance bonds. Cash generated by operating activities of $126.5 million for the three months ended March 31, 2007 was primarily the result of net income, adjusted for depreciation and a reduction in outstanding vehicle manufacturers’ receivables. The liquidity necessary for purchasing vehicles is primarily obtained from secured vehicle financing, most of which is proceeds from sale of asset backed notes, sales proceeds from disposal of used vehicles and cash generated by operating activities. The asset backed notes require varying levels of credit enhancement or overcollateralization, which are provided by a combination of cash, vehicles and letters of credit. These letters of credit are provided under the Company’s Revolving Credit Facility.

The Company believes that its cash generated from operations, availability under its Revolving Credit Facility, insurance bonding programs and secured vehicle financing programs are adequate to meet its liquidity requirements for the foreseeable future. A significant portion of the secured vehicle financing consists of asset backed notes. The Company generally issues additional notes each year to replace maturing notes and provide for growth in its fleet. The Company believes the asset backed note market continues to be a viable source of vehicle financing.

Cash used in investing activities was $54.8 million. The principal use of cash in investing activities was the purchase of revenue-earning vehicles, which totaled $1.4 billion, partially offset by $1.1 billion in proceeds from the sale of used revenue-earning vehicles. The Company’s need for cash to finance vehicles is seasonal and typically peaks in the second and third quarters of the year when fleet levels build to meet seasonal rental demand. Restricted cash at March 31, 2007 decreased $279.6 million from the previous year, including $283.6 million used for vehicle financing partially offset by interest income earned on restricted cash and investments of $4.0 million. The Company expects to continue to fund its revenue-earning vehicles with cash provided from operations and increased secured vehicle financing. The Company also used cash for non-vehicle capital expenditures of $11.8 million. These expenditures consist primarily of airport facility improvements for the Company’s rental locations and investments in information technology equipment and systems. The Company also used $20.0 million of cash, net of assets acquired and liabilities assumed, for franchisee acquisitions. These expenditures were financed with cash provided from operations.

Cash used in financing activities was $79.1 million primarily due to the maturity of asset backed notes totaling $187.5 million and a payoff of debt assumed in a recent franchise acquisition of $14.1 million, including $13.3 million of vehicle related debt and $0.8 million of non-vehicle related debt, partially offset by a $124.8 million net increase in commercial paper.

The Company has significant requirements to maintain letters of credit and surety bonds to support its insurance programs and airport concession commitments. At March 31, 2007, the Company had $72.6 million in letters of credit, including $61.5 million in letters of credit noted under the Revolving Credit Facility, and $36.8 million in surety bonds to secure these obligations.

Asset Backed Notes

The asset backed note program at March 31, 2007 was comprised of $1.63 billion in asset backed notes with maturities ranging from 2007 to 2011. Borrowings under the asset backed notes are secured by eligible vehicle collateral and bear interest at fixed rates ranging from 3.64% to 5.27% including certain floating rate notes swapped to fixed rates.

Conduit Facility

Commercial Paper Program and Liquidity Facility

Vehicle Debt and Obligations

Vehicle manufacturer and bank lines of credit provided $312.0 million in capacity at March 31, 2007. The Company had $218.8 million in borrowings outstanding under these lines at March 31, 2007. All lines of credit are collateralized by the related vehicles.

The Company finances its Canadian vehicle fleet through a fleet securitization program. Under this program, DTG Canada can obtain vehicle financing up to CND $300 million funded through a bank commercial paper conduit which expires May 31, 2010. At March 31, 2007, DTG Canada had approximately CND $123.4 million (US $106.9 million) funded under this program.

Revolving Credit Facility

The Company has a $300 million five-year, senior secured, revolving credit facility (the "Revolving Credit Facility") that expires on April 1, 2009. The Revolving Credit Facility permits letter of credit usage up to $300 million and working capital borrowing up to $100 million. The availability of funds under the Revolving Credit Facility is subject to the Company’s compliance with certain covenants, including a covenant that sets the maximum amount the Company can spend annually on the acquisition of non-vehicle capital assets, and certain financial covenants including a maximum leverage ratio, a minimum fixed charge coverage ratio and a limitation on cash dividends and share repurchases. On February 12, 2007, the Company entered into a waiver agreement to the Revolving Credit Facility due to the Company’s prior announcement regarding non-reliance on previously issued financial statements. The Company filed an amended Form 10-K for 2005 and an amended Form 10-Q for each quarter of 2006 on February 26, 2007 to restate its financial statements. As of March 31, 2007, the Company is in compliance with all covenants. The Company had letters of credit outstanding under the Revolving Credit Facility of approximately $162.0 million and no working capital borrowings at March 31, 2007.

New Accounting Standards

For a discussion on new accounting standards refer to Note 15 of the Notes to condensed consolidated financial statements in Item 1 – Financial Statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information about the Company’s market sensitive financial instruments constitutes a “forward-looking” statement. The Company’s primary market risk exposure is changing interest rates, primarily in the United States. The Company manages interest rates through use of a combination of fixed and floating rate debt and interest rate swap agreements. All items described are non-trading and are stated in U.S. dollars. Because a portion of the Company’s debt is denominated in Canadian dollars, its carrying value is impacted by exchange rate fluctuations. However, this foreign currency risk is mitigated by the underlying collateral which is the Canadian fleet. The fair value of the interest rate swaps is calculated using projected market interest rates over the term of the related debt instruments as provided by the counter parties.

Based on the Company’s level of floating rate debt (excluding notes with floating interest rates swapped into fixed rates) at March 31, 2007, a 50 basis point fluctuation in interest rates would have an approximate $5 million impact on the Company’s expected pretax income on an annual basis. This impact on pretax income would be reduced by earnings from cash and cash equivalents and restricted cash and investments, which are invested on a short-term basis and subject to fluctuations in interest rates. At March 31, 2007, cash and cash equivalents totaled $184.5 million and restricted cash and investments totaled $110.2 million. The Company estimates that, for 2007, approximately 35% of its average debt will bear interest at floating rates.

At March 31, 2007, there were no significant changes in the Company’s quantitative disclosures about market risk compared to December 31, 2006, which is included under Item 7A of the Company’s most recent Form 10-K.

ITEM 4.

CONTROLS AND PROCEDURES

a)	Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms. The disclosure controls and procedures are also designed with the objective of ensuring such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing the disclosure controls and procedures, the Company’s management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this report. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of the end of the quarter covered by this report.

b)	Changes in Internal Control Over Financial Reporting

Commencing on October 1, 2006, a range of the IT services of the Company have been outsourced to EDS, including applications development and maintenance, network, workplace and storage management, back-up and recovery and mid-range hosting services. With the outsourcing of such a pervasive area of control, the Company believes that it is reasonably likely to materially affect the Company’s internal controls over financial reporting. The Company believes it has taken the necessary steps for its internal control environment to remain effective.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against the Company and its subsidiaries. Litigation is subject to many uncertainties, and the outcome of the individual litigated matters is not predictable with assurance. It is possible that certain of the actions, claims, inquiries or proceedings could be decided unfavorably to the Company or the subsidiaries involved. Although the final resolution of any such matters could have a material effect on the Company's consolidated operating results for a particular reporting period in which an adjustment of the estimated liability is recorded, the Company believes that any resulting liability should not materially affect its consolidated financial position.

ITEM 1A.

RISK FACTORS

All risk factors disclosed in Item 1A of our most recent Form 10-K are still appropriate. However, we are modifying the language in one risk factor as follows to include the discussion of recent developments in the vehicle rental industry:

Highly Competitive Nature of the Vehicle Rental Industry

There is intense competition in the vehicle rental industry, especially on price and service. The Internet has increased brand exposure and gives more details on rental prices to consumers and increases price competition. The vehicle rental industry primarily consists of eight major brands, all of which compete strongly for rental customers. Recent announcements regarding possible changes in vehicle rental industry ownership creates additional uncertainty within the vehicle rental industry. A significant increase in industry capacity or a reduction in overall demand could adversely affect our ability to maintain or increase rental rates or market share.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a)	Recent Sales of Unregistered Securities

None.

b)	Use of Proceeds

None.

c)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers


					Total Number of		Approximate
					Shares Purchased		Dollar Value of
	Total Number		Average		as Part of Publicly		Shares that May Yet
	of Shares		Price Paid		Announced Plans		Be Purchased under
Period	Purchased		Per Share		or Programs		the Plans or Programs

January 1, 2007 - January 31, 2007		-	$	-		-	$	188,692,000

February 1, 2007 - February 28, 2007		-	$	-		-	$	188,692,000

March 1, 2007 - March 31, 2007		-	$	-		-	$	188,692,000

Total		-				-

ITEM 6.

EXHIBITS

4.162	Consent, Waiver and Third Amendment to Third Amended and Restated Credit Agreement dated as of February 12, 2007 among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., Various Financial Institutions named therein, and Credit Suisse, Cayman Islands Branch
4.163	Amended and Restated Base Indenture dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.164	Second Amended and Restated Series 1998-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.165	Amended and Restated Series 2000-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.166	Amendment No. 3 to Series 2003-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.167	Amendment No. 2 to Series 2004-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.168	Amendment No. 1 to Series 2005-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.169	Amendment No. 1 to Series 2006-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.170	Second Amended and Restated Master Collateral Agency Agreement dated as of February 14, 2007 among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas
4.171	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas

4.172	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas
4.173	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas
4.174	Consent and Waiver Agreement dated as of February 14, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, ABN AMRO Bank N.V., BNP Paribas, Deutsche Bank AG, New York Branch, Dresdner Bank AG, JPMorgan Chase Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, Working Capital Management Co., LP, Credit Suisse, acting through its New York Branch, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Comerica Bank, Credit Industriel et Commercial, KeyBank National Association, Landesbank Hessen-Thuringen Girozentrale, Wells Fargo Bank, MBIA Insurance Corporation, Ambac Assurance Corporation, XL Capital Assurance Inc.
10.141	Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Directors’ Compensation Effective 2007 Until Further Modified
10.142	Dollar Thrifty Automotive Group, Inc. 2006 Incentive Compensation Plan Award as Amended February 1, 2007
15.27	Letter from Deloitte & Touche LLP regarding interim financial information
31.41	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.42	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.41	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.42	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

May 7, 2007

By:

/s/ GARY L. PAXTON

Gary L. Paxton

President, Chief Executive Officer and Principal

Executive Officer

May 7, 2007

By:

/s/ STEVEN B. HILDEBRAND

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

INDEX TO EXHIBITS

Exhibit Number

Description

4.162	Consent, Waiver and Third Amendment to Third Amended and Restated Credit Agreement dated as of February 12, 2007 among Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Thrifty Rent-A-Car System, Inc., Various Financial Institutions named therein, and Credit Suisse, Cayman Islands Branch
4.163	Amended and Restated Base Indenture dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.164	Second Amended and Restated Series 1998-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.165	Amended and Restated Series 2000-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.166	Amendment No. 3 to Series 2003-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.167	Amendment No. 2 to Series 2004-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.168	Amendment No. 1 to Series 2005-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.169	Amendment No. 1 to Series 2006-1 Supplement dated as of February 14, 2007 between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas
4.170	Second Amended and Restated Master Collateral Agency Agreement dated as of February 14, 2007 among Dollar Thrifty Automotive Group, Inc., Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas
4.171	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas
4.172	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group III) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas

4.173	Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group IV) dated as of February 14, 2007 among Rental Car Finance Corp., DTG Operations, Inc., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas
4.174	Consent and Waiver Agreement dated as of February 14, 2007 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Thrifty Funding Corp., Deutsche Bank Trust Company Americas, ABN AMRO Bank N.V., BNP Paribas, Deutsche Bank AG, New York Branch, Dresdner Bank AG, JPMorgan Chase Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, Working Capital Management Co., LP, Credit Suisse, acting through its New York Branch, Bank of Montreal, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Comerica Bank, Credit Industriel et Commercial, KeyBank National Association, Landesbank Hessen-Thuringen Girozentrale, Wells Fargo Bank, MBIA Insurance Corporation, Ambac Assurance Corporation, XL Capital Assurance Inc.
10.141	Dollar Thrifty Automotive Group, Inc. Summary of Non-employee Directors’ Compensation Effective 2007 Until Further Modified
10.142	Dollar Thrifty Automotive Group, Inc. 2006 Incentive Compensation Plan Award as Amended February 1, 2007
15.27	Letter from Deloitte & Touche LLP regarding interim financial information
31.41	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.42	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.41	Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.42	Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 4.162

EXECUTION COPY

CONSENT, WAIVER AND THIRD AMENDMENT TO THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

THIS CONSENT, WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 12, 2007 (this “ Consent and Amendment ”), is made by and among DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the “ Parent ”), DTG OPERATIONS, INC., an Oklahoma corporation (“ Operations ”), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma corporation (“ Thrifty ,” and, together with Operations, the “ Subsidiary Borrowers ”; the Parent and the Subsidiary Borrowers being collectively referred to herein as the “ Borrowers ”), the Lenders (as defined below) parties hereto and the Administrative Agent (as defined below).

W I T N E S S E T H :

WHEREAS, the Borrowers, the various financial institutions parties thereto (collectively, the “ Lenders ”), Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First Boston) (“ Credit Suisse ”), as the administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders, and The Bank of Nova Scotia (“ Scotia Capital ”), as the syndication agent (in such capacity, the “ Syndication Agent ”, and, together with the Administrative Agent, the “ Agents ”) for the Lenders, Dresdner Bank AG, New York and Grand Cayman Branches, as the documentation agent, and Credit Suisse and Scotia Capital, as the co-arrangers, have heretofore entered into that certain Third Amended and Restated Credit Agreement, dated as of April 1, 2004 (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as of December 6, 2004, and the Second Amendment to Third Amended and Restated Credit Agreement, dated as of March 9, 2006, the “ Credit Agreement ”);

WHEREAS, the Borrowers, certain Subsidiaries of the Borrowers and the Administrative Agent have heretofore entered into that certain Amended and Restated Pledge Agreement (as amended, modified or supplemented from time to time, the “ Pledge Agreement ”);

WHEREAS, in connection with certain amendments being undertaken with respect to the MTN Program Documents, Conduit Program Documents and CP Program Documents (each as defined in the Credit Agreement), the Pledgors desire to amend (a) the Pledge Agreement to reflect certain modifications to the Pledge Agreement as set forth in the First Amendment to Amended and Restated Pledge Agreement attached hereto as Exhibit A (the " Pledge Agreement Amendment ") and (b) the Security Agreement to reflect certain modifications to the Security Agreement as described in Section 2.3 below;

WHEREAS, the Parent, in a press release dated February 5, 2007 (the “ February 5 Press Release ”), disclosed that (a) its historical financial statements should no longer be relied upon as a result of an error related to the accounting for certain derivative transactions under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative

Instruments and Hedging Activities” and an error relating to net deferred state tax liabilities, and (b) it will amend and restate (i) its financial statements for (A) the fiscal quarters ending September 30, 2006, June 30, 2006, and March 31, 2006, and (B) the fiscal years ending December 31, 2005, 2004 and 2003 and (ii) certain other financial information with respect to (A) each of the fiscal quarters in fiscal years 2005 and 2004 and (B) each of the 2002 and 2001 fiscal years (collectively, the “ Restated Financial Information ”);

WHEREAS, the Borrowers desire to have the Lenders (a) consent and agree to the Pledge Agreement Amendment and the requested modifications to the Security Agreement and (b) waive any default arising from representations and warranties with respect to previously delivered financial statements not being correct as a result of the matters set forth in the February 5 Press Release); and

WHEREAS, the Lenders and the Administrative Agent are willing, on and subject to the terms and conditions set forth below (including the amendments set forth in Article II below) to amend and waive certain provisions of the Credit Agreement as provided below (the Credit Agreement, as amended pursuant to the terms of this Consent and Amendment, being referred to as the " Amended Credit Agreement ") and to consent to the Pledge Agreement Amendment and the other matters set forth in Article II below, in each case as provided below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Borrowers, the Lenders and the Administrative Agent hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Definitions . The following terms (whether or not underscored) when used in this Consent and Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“ Administrative Agent ” is defined in the first recital .

“ Agents ” is defined in the first recital .

“ Amended Credit Agreement ” is defined in the sixth recital .

“ Borrowers ” is defined in the preamble .

“ Consent and Amendment ” is defined in the preamble .

“ Consent Effective Date ” is defined in the preamble to Article III .

“ Credit Agreement ” is defined in the first recital .

“ February 5 Press Release ” is defined in the fourth recital .

“ Lenders ” is defined in the first recital .

“ Parent ” is defined in the preamble .

“ Pledge Agreement ” is defined in the second recital .

“ Pledge Agreement Amendment ” is defined in the third recital .

“ Restated Financial Information ” is defined in the fourth recital .

SECTION 1.2 Other Definitions . Terms for which meanings are provided in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Consent and Amendment with such meanings.

ARTICLE II

CONSENT, WAIVER AND AMENDMENTS

SECTION 2.1 Amendments . Subject to the occurrence of the Consent Effective Date, certain provisions of the Credit Agreement are hereby amended in accordance with this Article II , to be deemed effective as of the effective date of the Original Credit Agreement; except as expressly so amended by this Consent and Amendment, the Credit Agreement shall continue in full force and effect in accordance with its terms.

SECTION 2.1.1 Amendment to Section 1.1 of the Credit Agreement . (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following parenthetical at the end of the definition of “ Net Income ”:

“(excluding therefrom non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of

Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects).”

(b) Section 1.1 of the Credit Agreement is hereby further amended by adding the following parenthetical at the end of clause (a) of the definition of “ Net Worth ”:

“(excluding therefrom, to the extent excluded in determining Net Income which is reflected in such retained earnings (or accumulated deficit), non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” and any related income tax effects).”

SECTION 2.1.2 Amendment to Section 8.2.9 of the Credit Agreement . Section 8.2.9 of the Credit Agreement is hereby amended by adding the phrase “that is a Permitted Business Acquisition” immediately following the reference to “Excepted Acquisition” in clause (b) thereof.

SECTION 2.1.3 Amendment to Article XI of the Credit Agreement . Article XI of the Credit Agreement is hereby amended by inserting the following Section 11.13 at the end thereof:

“SECTION 11.13. Issuer . For the avoidance of doubt, the Issuer shall be entitled to the same rights and protections as are afforded to the Administrative Agent under Section 11.1 and Section 11.3 .”

SECTION 2.2 Consent to Pledge Agreement Amendment . Effective as of the date hereof (but subject to the occurrence of the Consent Effective Date), the Lenders hereby consent and agree to the Pledge Agreement Amendment.

SECTION 2.3 Consent to the Revised Definition of "Retained Interest ". Effective as of the date hereof (but subject to the occurrence of the Consent Effective Date), the Lenders hereby consent and agree to (a) the amendment and restatement of the definition of "Retained Interest" in the Base Indenture as set forth on Schedule 1 hereto and (b) the amendment and restatement of the definition of "Retained Interest" in the Security Agreement as set forth on Schedule 1 hereto.

SECTION 2.4 Waiver . Effective as of the date hereof (but subject to the occurrence of the Consent Effective Date), the Lenders hereby waive any Default or Event of Default under Section 9.1.2 of the Credit Agreement to the extent the representations or warranties made or deemed to have been made pursuant to Section 7.5 of the Credit Agreement

shall prove to have been incorrect when made or deemed to have been made as a result of the matters set forth in the February 5 Press Release; provided that the Parent shall have filed the Restated Financial Information with the SEC on or prior to March 16, 2007 and such Restated Financial Information shall be consistent in all material respects with the amounts and other information set forth in the February 5 Press Release.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

This Consent and Amendment, and the amendments, modifications and consents contained herein, shall be and become effective on the date (the “ Consent Effective Date ”) when each of the conditions set forth in this Article III shall have been fulfilled to the satisfaction of the Administrative Agent.

SECTION 3.1 Execution of Counterparts . The Administrative Agent shall have received counterparts of this Consent and Amendment, duly executed and delivered on behalf of (i) each of the Borrowers and (ii) the Required Lenders.

SECTION 3.2 Officer's Certificate . The Administrative Agent shall have received a certificate in the form of Exhibit B hereto from an Authorized Officer of the Parent.

SECTION 3.3 Control Agreement . The Administrative Agent shall have received an Account Control Agreement with respect to the Retained Distribution Account (as defined in the Base Indenture) in the form previously provided to the Parent, duly executed by each of the parties thereto.

SECTION 3.4 Amendment Fee . The Administrative Agent shall have received the amendment fees due and payable pursuant to Section 5.3 hereof.

SECTION 3.5 Fees and Expenses . The Administrative Agent shall have received all fees and expenses due and payable pursuant to Section 5.4 hereof (to the extent then invoiced) and pursuant to the Amended Credit Agreement (including all previously invoiced fees and expenses).

ARTICLE IV

AFFIRMATION OF NEGATIVE PLEDGE

For the avoidance of doubt, each of the Borrowers acknowledges and agrees that the covenant set forth in Section 8.2.3 of the Credit Agreement applies to the Capital Stock of each of RCFC and Dollar Thrifty Funding such that no Borrower will, and no Borrower will permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon the Capital Stock of RCFC or Dollar Thrifty Funding, other than Liens securing the Obligations granted pursuant to the Security Documents.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Full Force and Effect; Limited Amendment . Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement and the other Loan Documents shall remain unamended and unwaived and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments, waivers and consent set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, consent to or waiver of any other term or provision of the Credit Agreement, any other Loan Document referred to therein or herein or of any transaction or further or future action on the part of any of the Borrowers or any other Obligor which would require the consent of the Lenders under the Credit Agreement or any of the other Loan Documents.

SECTION 5.2 Loan Document Pursuant to Credit Agreement . This Consent and Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement (and, following the date hereof, the Amended Credit Agreement). Any breach of any representation or warranty or covenant or agreement contained in this Consent and Amendment shall be deemed to be an Event of Default for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 5.3 Amendment Fee . Upon the satisfaction of the condition set forth in clause (ii) of Section 3.1, the Borrowers shall pay, without setoff, deduction or counterclaim, a non-refundable amendment fee for the account of each Lender that has executed and delivered (including delivery by way of facsimile) a counterpart of this Amendment to the attention of Richard Schwartz at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, telecopy no. (917) 777-3215, at or prior to noon, New York time, on or before February 12, 2007 (as such time may be extended by the Parent), in the amount of fifteen (15) basis points of such Lender’s Commitment as of the date hereof. The aggregate

amount of such amendment fee shall be paid at or prior to noon, New York time, on February 13, 2007 (or, in the event that the date in the immediately preceding sentence has been extended, the Business Day that immediately succeeds such extended date) to the Administrative Agent for the pro rata account of the Lenders entitled to receive such amendment fee.

SECTION 5.4 Fees and Expenses . The Borrowers, jointly and severally, agree to pay on demand all out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Consent and Amendment and the documents and transactions contemplated hereby, including the reasonable fees and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP, as counsel for the Administrative Agent.

SECTION 5.5 Headings . The various headings of this Consent and Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Consent and Amendment or any provisions hereof.

SECTION 5.6 Execution in Counterparts . This Consent and Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

SECTION 5.7 Cross-References . References in this Consent and Amendment to any Article or Section are, unless otherwise specified or otherwise required by the context, to such Article or Section of this Consent and Amendment.

SECTION 5.8 Successors and Assigns . This Consent and Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 5.9 GOVERNING LAW . THIS CONSENT AND AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]

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

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: _______________________________

Name:

Pamela S. Peck

Title:

Vice President and Treasurer

DTG OPERATIONS, INC.

By: _______________________________

Name:

Pamela S. Peck

Title:

Treasurer

THRIFTY RENT-A-CAR SYSTEM, INC.

By: _______________________________

Name:

Pamela S. Peck

Title:

Treasurer

CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First Boston), as the Administrative Agent

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

LENDERS:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First Boston)

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

THE BANK OF NOVA SCOTIA

By: _______________________________

Name:

Title:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

ARVEST BANK

By:_________________________________

Name:

Title:

BANK OF TOKYO-MITSUBISHI

UFJ TRUST COMPANY

By: _______________________________

Name:

Title:

DEUTSCHE BANK AG, NEW YORK BRANCH

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)

By: _______________________________

Name:

Title:

BANK OF OKLAHOMA, NATIONAL ASSOCIATION

By: _______________________________

Name:

Title:

INTERNATIONAL BANK OF COMMERCE (successor by merger to Local Oklahoma Bank, N.A.)

By: _______________________________

Name:

Title:

MIDFIRST BANK

By: _______________________________

Name:

Title:

LASALLE BANK NATIONAL ASSOCIATION

By: _______________________________

Name:

Title:

HARRIS NESBITT FINANCING, INC.

By: _______________________________

Name:

Title:

KEYBANK NATIONAL ASSOCIATION

By:_________________________________

Name:

Title:

SCHEDULE 1

Revised Definition of "Retained Interest"

Definition in Base Indenture :

“ Retained Interest ” means a transferable indirect residual interest in RCFC's assets held by the Retained Interestholder, that represents the right to receive distributions of amounts on deposit in the Retained Distribution Account allocated to such interest as provided in and subject to the terms of each Series Supplement.

Definition in Security Agreement :

“ Retained Interest ” means any indirect interest in the assets of an SPC (including any right to receive payments in respect of such assets) to the extent provided for in the organizational documents or other documents establishing the rights and interests in the assets of such SPC, which, in the case of RCFC, is the Retained Interest (as defined in the Base Indenture) held by the Parent.

Exhibit 4.163

EXECUTION COPY

RENTAL CAR FINANCE CORP.,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

__________________

AMENDED AND RESTATED BASE INDENTURE

Dated as of February 14, 2007

__________________

Rental Car Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

Section

Page

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.

Definitions

Section 1.2.

Cross-References

Section 1.3.

Accounting and Financial Determinations; No Duplication

Section 1.4.

Rules of Construction

Section 1.5.

Conditions to Effectiveness

ARTICLE 2. THE NOTES

Section 2.1.

Designation and Terms of Notes

Section 2.2.

Notes Issuable in Series

Section 2.3.

Series Supplement For Each Series

Section 2.4.

Execution and Authentication

Section 2.5.

Form of Notes; Book-Entry Provisions

Section 2.6.

Registrar and Paying Agent

Section 2.7.

Paying Agent to Hold Money in Trust

Section 2.8.

Noteholder Lists

Section 2.9.

Transfer and Exchange

Section 2.10.

Certain Purchaser Representations and Certifications

Section 2.11.

Section 2.12.

Section 2.13.

Section 2.14.

Section 2.15.

Section 2.16.

Principal and Interest

Section 2.17.

Book-Entry Notes

Section 2.18.

Notices to Clearing Agency

Section 2.19.

Definitive Notes

Section 2.20.

Tax Treatment

ARTICLE 3. SECURITY

Section 3.1.

Grant of Security Interest

Section 3.2.

Certain Rights and Obligations of RCFC Unaffected

Section 3.3.

Performance of Agreement

Section 3.4.

Further Assurances

Section 3.5.

ARTICLE 4. ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.1.

Collection Account

Section 4.2.

Collections and Allocations

Section 4.3.

Determination of Monthly Interest

Section 4.4.

Determination of Monthly Principal

Section 4.5.

Paired Series

ARTICLE 5. DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

Section 5.1.

Distributions in General

Section 5.2.

Distributions to Retained Distribution Account

Section 5.3.

Optional Repurchase of Notes

Section 5.4.

Monthly Noteholders’ Statement

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Section 6.1.

Corporate Existence and Power

Section 6.2.

Corporate and Governmental Authorization

Section 6.3.

Binding Effect

Section 6.4.

Litigation

Section 6.5.

Employee Benefit Plans

Section 6.6.

Tax Filings and Expenses

Section 6.7.

Investment Company Act; Securities Act

Section 6.8.

Regulations T, U and X

Section 6.9.

No Consent

Section 6.10.

No Violation of Charter, etc.

Section 6.11.

Solvency

Section 6.12.

Stock Ownership; Subsidiary

Section 6.13.

Security Interests

Section 6.14.

Non-Existence of Other Agreements

Section 6.15.

Vehicle Disposition Programs

Section 6.16.

Governmental Authorization

Section 6.17.

Compliance with Laws

ARTICLE 7. COVENANTS

Section 7.1.

Payment of Notes

Section 7.2.

Maintenance of Office or Agency

Section 7.3.

Information

Section 7.4.

Payment of Obligations

Section 7.5.

Maintenance of Property

Section 7.6.

Maintenance of Existence; Foreign Qualification

Section 7.7.

Compliance with Laws

Section 7.8.

Inspection of Property, Books and Records

Section 7.9.

Compliance with Related Documents

Section 7.10.

Notice of Defaults

Section 7.11.

Notice of Material Proceedings

Section 7.12.

Further Requests

Section 7.13.

Further Assurances

Section 7.14.

Vehicle Disposition Programs; Eligible Manufacturers

Section 7.15.

Liens

Section 7.16.

Other Indebtedness

Section 7.17.

Mergers; Consolidations

Section 7.18.

Sales of Assets

Section 7.19.

Acquisition of Assets

Section 7.20.

Dividends, Officers’ Compensation, etc.

iii

Section 7.21.

Name; Principal Office

Section 7.22.

Organizational Documents

Section 7.23.

Investments

Section 7.24.

No Other Agreements

Section 7.25.

Other Business

Section 7.26.

Maintenance of Separate Existence

Section 7.27.

Rule 144A Information Requirement

ARTICLE 8. AMORTIZATION EVENTS AND REMEDIES

Section 8.1.

Amortization Events

Section 8.2.

Rights of the Trustee upon Amortization Event or Certain

Other Events of Default

Section 8.3.

Special Provisions Concerning Sale of Vehicles

Section 8.4.

Other Remedies

Section 8.5.

Waiver of Past Events

Section 8.6.

Control by Required Beneficiaries and Required

Noteholders

Section 8.7.

Limitation on Suits

Section 8.8.

Unconditional Rights of Holders to Receive Payment

Section 8.9.

Collection Suit by the Trustee

Section 8.10.

The Trustee May File Proofs of Claim

Section 8.11.

Priorities

Section 8.12.

Undertaking for Costs

Section 8.13.

Rights and Remedies Cumulative

Section 8.14.

Delay or Omission Not Waiver

ARTICLE 9. THE TRUSTEE

Section 9.1.

Duties of the Trustee

Section 9.2.

Rights of the Trustee

Section 9.3.

Individual Rights of the Trustee

Section 9.4.

Notice of Amortization Events and Potential Amortization

Events

Section 9.5.

Compensation

Section 9.6.

Replacement of the Trustee

Section 9.7.

Successor Trustee by Merger, etc.

Section 9.8.

Eligibility Disqualification

Section 9.9.

Appointment of Co-Trustee or Separate Trustee

Section 9.10.

Representations and Warranties of Trustee

Section 9.11.

Knowledge of the Trustee

ARTICLE 10. DISCHARGE OF INDENTURE

Section 10.1.

Termination of RCFC’s Obligations

Section 10.2.

Application of Trust Money

Section 10.3.

Repayment to RCFC

ARTICLE 11. AMENDMENTS

Section 11.1.

Without Consent of the Noteholders

Section 11.2.

With Consent of the Noteholders

Section 11.3.

Supplements and Series Supplements

Section 11.4.

Revocation and Effect of Consents

Section 11.5.

Notation on or Exchange of Notes

Section 11.6.

The Trustee to Sign Amendments, etc.

ARTICLE 12. MISCELLANEOUS

Section 12.1.

Notices

Section 12.2.

Communication by Noteholders With Other Noteholders

Section 12.3.

Certificate as to Conditions Precedent

Section 12.4.

Rules by the Trustee and the Paying Agent

Section 12.5.

Duplicate Originals

Section 12.6.

Benefits of Indenture

Section 12.7.

Payment on Business Day

Section 12.8.

Governing Law

Section 12.9.

No Adverse Interpretation of Other Agreements

Section 12.10.

Successors

Section 12.11.

Severability

Section 12.12.

Counterpart Originals

Section 12.13.

Table of Contents, Headings, etc.

Section 12.14.

Termination; Collateral

Section 12.15.

No Bankruptcy Petition Against RCFC

Section 12.16.

Limited Recourse; Subordination

Section 12.17.

Confidentiality

EXHIBITS AND SCHEDULES

SCHEDULE 1

DEFINITIONS LIST

SCHEDULE 6.5

PENSION PLANS

SCHEDULE 6.13b

SECURITY INTEREST FILINGS

SCHEDULE 6.13d

RCFC ADDRESSES

SCHEDULE 6.14

OTHER AGREEMENTS

EXHIBIT A-1

FORM OF TRANSFER CERTIFICATE (RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE) (§2.9)

EXHIBIT A-2

FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE (REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE) (§2.9)

EXHIBIT B

FORM OF DEMAND NOTE

EXHIBIT C

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT (§5.4)

This AMENDED AND RESTATED BASE INDENTURE, dated as of February 14, 2007, between Rental Car Finance Corp. (formerly known as Thrifty Car Rental Finance Corporation), a special purpose Oklahoma corporation, as issuer (“ RCFC ”) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (in such capacity, the “ Trustee ”), amends and restates as of the date hereof the Base Indenture, dated as of December 13, 1995 (the “ Original Base Indenture ”), between Thrifty Car Rental Finance Corporation, a special purpose Oklahoma corporation, as issuer and Bankers Trust Company, a New York banking corporation, as trustee, as such Original Base Indenture was amended by the Amendment to the Base Indenture, dated December 23, 1997 (the “ First Indenture Amendment ”), between Thrifty Car Rental Finance Corporation and Bankers Trust Company (the Original Base Indenture as amended by the First Indenture Amendment, the “ Original Amended Base Indenture ” and the Original Amended Base Indenture, as amended and restated by this Amended and Restated Base Indenture, the “ Base Indenture ”).

W I T N E S S E T H :

WHEREAS, RCFC and the Trustee desire to amend and restate the Original Amended Base Indenture to update, clarify and modify certain provisions of such Original Amended Base Indenture as set forth herein;

WHEREAS, RCFC is in the business of purchasing, financing the purchase of, and refinancing Vehicles (such capitalized term, together with all other capitalized terms used herein, shall have the meanings assigned thereto in Article 1 of this Base Indenture) from one or more Manufacturers, and leasing the Vehicles pursuant to one or more Leases entered into with one or more lessees named in such Leases;

WHEREAS, RCFC has, in connection therewith, duly authorized the execution and delivery of this Base Indenture providing for the issuance from time to time of one or more series of RCFC’s Rental Car Asset Backed Notes (the “ Notes ”) issuable as provided in this Base Indenture and collateralized by the security granted hereunder and under the Master Collateral Agency Agreement and the related Series Supplement for each Series, or collateralized by one or more segregated Groups of collateral established and identified pursuant to the Series Supplement related to each such Series of Notes; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of RCFC, in accordance with its terms, have been done, and RCFC proposes to do all the things necessary to make the Notes, when executed by RCFC and authenticated and delivered by the Trustee hereunder and duly issued by RCFC, the legal, valid and binding obligations of RCFC as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders, as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.

Definitions .

Certain capitalized terms used in this Base Indenture (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule 1 (the “ Definitions List ”), as such Definitions List may be amended or modified from time to time in accordance with the provisions hereof, or, with respect to a Series of Notes, shall have meaning set forth in the Series Supplement for such Series of Notes.

Section 1.2.

Cross-References .

Unless otherwise specified, references in this Base Indenture and in each other Related Document to any Article, Section or Schedule are references to such Article, Section or Schedule of this Base Indenture or such other Related Document, as the case may be, and unless otherwise specified, references in any Article, Section, Schedule or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3.

Accounting and Financial Determinations; No Duplication .

(a) Unless otherwise specified, (a) all accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in conformity with GAAP and (b) all accounting determinations and computations hereunder or under any other Related Documents shall be made without duplication.

Section 1.4.

Rules of Construction .

In this Base Indenture, unless the context otherwise requires:

(a)

the singular includes the plural and vice versa ;

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

(c)

reference to any gender includes the other gender;

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

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

(f)

“or” is not exclusive;

(g)

provisions apply to successive events and transactions; and

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

Section 1.5.

Conditions to Effectiveness .

Pursuant to Section 11.2 of the Original Amended Base Indenture, the effectiveness of this Amended and Restated Base Indenture shall be subject to (a) the prior or concurrent execution of a written consent to this Amended and Restated Base Indenture by RCFC, the Master Servicer, the Trustee, each Enhancement Provider for each Outstanding Series of Notes and the Noteholders of each Outstanding Series of Notes and (b) satisfaction of the Rating Agency Condition with respect to each Outstanding Series of Notes.

ARTICLE 2.

THE NOTES

Section 2.1.

Designation and Terms of Notes .

Each Series of Notes, substantially in the form specified in the Series Supplement related to such Series of Notes, shall be secured by the collateral granted hereunder and under the Master Collateral Agency Agreement and any additional collateral specified in the related Series Supplement or shall be secured by a Group of collateral specified in the related Series Supplement and any other collateral specified in such related Series Supplement, and shall bear, upon its face, the designation for such Series to which it belongs so selected by RCFC. Except as specified in the related Series Supplement for a Series, all Notes of any Series shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable Series Supplement. The aggregate Principal Amount of Notes which may be authenticated and delivered under this Base Indenture is unlimited. The Notes of a Series shall be in denominations specified in the related Series Supplement for such Series.

Section 2.2.

Notes Issuable in Series .

The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement to this Base Indenture. Notes of a new Series may from time to time be executed by RCFC and delivered to the Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Order on or prior to the Closing Date for such Series and upon delivery by RCFC to the Trustee, and receipt by the Trustee, of the following:

(a) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the aggregate Principal Amount of Notes of such new Series to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flow) with respect to such new Series;

(b) a Series Supplement in form reasonably satisfactory to the Trustee executed by RCFC and the Trustee and specifying the Principal Terms of such new Series;

(c) with respect to the initial Series of Notes, the Master Collateral Agency Agreement executed by each of the parties thereto;

(d) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;

(e) written confirmation that the Rating Agency Condition with respect to all Series of Notes Outstanding that share in the same Group of Segregated Collateral as the new Series of Notes has been satisfied with respect to such issuance;

(f) an Officers’ Certificate from RCFC dated as of the applicable Closing Date to the effect that (i) no Amortization Event, Asset Amount Deficiency, Enhancement Agreement Event of Default, if applicable, Lease Event of Default, Manufacturer Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default or Potential Lease Event of Default under this Base Indenture and the Series Supplements for any Series of Notes Outstanding that share in the same Group of Segregated Collateral as the new Series of Notes is continuing or will occur as a result of the issuance of the new Series of Notes, and (ii) all conditions precedent provided in this Base Indenture and the related Series Supplement for the new Series of Notes with respect to the authentication and delivery of the new Series of Notes have been complied with;

(g) unless otherwise specified in the related Series Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Trustee, dated the applicable Closing Date, substantially to the effect that:

(i) the new Series of Notes will be treated as Indebtedness of RCFC for Federal income tax purposes, and the issuance of such Series will not adversely affect the Federal income tax characterization of the Outstanding Notes of any Series;

(ii) each of RCFC, the Master Servicer, and each Lessee under the Lease or Leases securing the new Series is duly organized under the jurisdiction of its organization and (as applicable) has the power and authority to execute and deliver the related Series Supplement and each other Related Document to which it is a party and to issue the new Series of Notes;

(iii) the related Series Supplement, this Base Indenture and each of the other Related Documents to which RCFC, the Master Servicer or each Lessee under the Lease or Leases securing the new Series is a party has been duly authorized, executed and delivered by RCFC, the Master Servicer and each such Lessee, as the case may be;

(iv) the new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of RCFC entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,

reorganization, moratorium and other similar laws affecting creditor’s rights generally and to general principles of equity;

(v) this Base Indenture, the related Series Supplement and each of the other Related Documents to which RCFC, the Master Servicer or each Lessee under the Lease or Leases securing the new Series is a party are legal, valid and binding agreements of RCFC, the Master Servicer or each Lessee, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(vi) this Base Indenture and the related Series Supplement are not required to be registered under the Trust Indenture Act;

(vii) the new Series of Notes, if offered in accordance with the terms of the Related Documents, has been offered pursuant to a valid exemption from registration under the Securities Act;

(viii) as to the new Series of Notes and any Outstanding Series of Notes sharing in the same Group of Segregated Collateral, the opinions of counsel relating to (A) the validity, perfection and priority of security interests, (B) the nature of the Lease or Leases of Acquired Vehicles serving as collateral in the Group as “true operating leases” and not as a financing arrangement, (C) the analysis of substantive consolidation of the Assets of RCFC with the Assets of any Lessee or its Affiliates in the event of the insolvency of such Lessee or its Affiliates, (D) the status of RCFC as not being an investment company or controlled by an investment company under the Investment Company Act, (E) there being no pending or threatened litigation which, if adversely determined, would materially and adversely affect RCFC’s ability to perform its obligations under any of the Related Documents, and (F) the absence of any material conflict with or violation of any Court decree, injunction, writ or order applicable to RCFC or any material breach or default of any indenture, agreement or other instrument as a result of the issuance of such Series of Notes by RCFC, as furnished by counsel retained by RCFC in connection with the issuance of the Series of Notes, are reaffirmed in all respects; and

(ix)

such other matters as the Trustee may reasonably require; and

(h)

such other matters as the Trustee may reasonably require.

Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes.

Section 2.3.

Series Supplement For Each Series .

(a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which shall include, as applicable: (i) its name or designation, (ii) the aggregate Principal Amount of Notes of such Series, (iii) the Note Rate (or the

method for calculating such Note Rate) with respect to such Series, (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the method by which the Principal Amount of Notes of such Series shall amortize or accrete, (vi) the method of determining and priorities applicable to distributions, (vii) the names and other identification of any accounts to be used by such Series and the terms governing the operation of any such account, (viii) the Servicing Fee Percentage, (ix) the terms of any Enhancement, (x) the Enhancement Provider, if any, (xi) the form of the Notes and whether the Notes may be issued in bearer form and any limitations imposed thereon, (xii) the Series Termination Date, (xiii) whether the Notes will be issued in multiple classes and, if so, the method of allocating Collections among such classes, (xiv) whether such Series of Notes shall have the benefit of Segregated Collateral and if so, which Group or Groups of Segregated Collateral such Series has an interest in, (xv) any additional collateral securing such Series of Notes not specified in this Base Indenture or comprising the applicable Group of Segregated Collateral, (xvi) the redemption provisions and amounts due on redemption applicable to such Series, (xvii) the periodic reporting requirements of the Trustee and Master Servicer applicable to such Series, (xviii) whether there are any hedging arrangements applicable to or required by such Series and how any payments under such hedging arrangements are treated under the collection, allocation and distribution provisions, (xix) any additional Amortization Events and any other terms relating to the amortization of the Notes, and (xx) any terms applicable to the new Series that are a modification to or that override the terms of this Base Indenture and any other additional relevant terms; provided that, in each case, the conditions to issuance stated in Section 2.2 of this Base Indenture may not be modified or overridden (all such terms, the “ Principal Terms ” of such Series);

(b) (i) A Series Supplement may specify that the related Series of Notes (each, a “ Segregated Series ”) will have Collateral and Master Collateral that is to be segregated (such Collateral and Master Collateral being referred to as “ Segregated Collateral ” and each pool of Segregated Collateral being referred to as a “ Group ”) by the Master Servicer, the Master Collateral Agent and the Trustee and be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other future Segregated Series of Notes that is designated in the applicable Series Supplement as sharing in such Group of Segregated Collateral; provided , however , that no new Segregated Series of Notes will be issued unless (x) the Rating Agency Condition is met with respect to such new Series and each Series of Notes Outstanding sharing in the same Group of Segregated Collateral, (y) the Master Servicer and RCFC shall have delivered to the Trustee and Master Collateral Agent an Officers’ Certificate to the effect that the creation of a new Group of Segregated Collateral in connection with such issuance of a Segregated Series will not have a material adverse effect on any existing Group and any Series of Notes secured by such existing Group outstanding at the time of the creation of such new Group of Segregated Collateral in connection with the issuance of the new Segregated Series of Notes, and (z) the applicable Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to this Base Indenture and the other Related Documents as are described in clause (ii) below.

(ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will provide that (A) the Master Servicer, the Master Collateral Agent and the Trustee will segregate the Group of Collateral and Master Collateral for such Segregated Series of Notes such that (x) the Segregated Series of Notes will be secured by the Group of Segregated Collateral applicable to such Segregated Series of Notes and (y) the Noteholders with respect to any other Series of Notes, the Series Supplement with respect to which does not specify that such Series shares in such Group of Segregated Collateral, will not be entitled to the benefit of such Segregated Collateral, (B) the Trustee will adjust the allocations and distributions to be made under the Indenture at the written direction of the Master Servicer so that the Noteholders of a Segregated Series of Notes sharing in a particular Group of Segregated Collateral will be entitled to allocations and distributions arising in part or wholly from such Group of Segregated Collateral and the Noteholders with respect to other Series of Notes not sharing an interest in such Group, as determined by the Series Supplement for such Series of Notes, will be entitled to allocations and distributions arising solely from the Collateral and Master Collateral of the Group or Groups in which their respective Series Supplements state they have an interest, (C) the Trustee will act as collateral agent under the Indenture and as master collateral agent under the Master Collateral Agency Agreement (and in such capacity the Trustee and the Master Collateral Agent, as applicable, may (x) establish and maintain a master collection account, and one or more segregated collection accounts, into which Collections from a Group of Segregated Collateral will be deposited and, after such deposit, further allocated among one or more Segregated Series of Notes sharing in such Group of Segregated Collateral, and (y) hold its lien encumbering its rights and interests in the Group of Segregated Collateral for the benefit of all Segregated Series of Notes sharing in the Group of Segregated Collateral), (D) the Master Servicer and the Master Collateral Agent will each designate on its computer system the source of the funds for the financing of each Vehicle (i.e., which Lease it is leased under and which Group of Segregated Collateral to which it belongs), (E) the Noteholders of any Segregated Series of Notes will, subject to the limitations contained in this Base Indenture and the related Series Supplement, be entitled to cause (pursuant to written direction) the Trustee and the Master Collateral Agent, as applicable, to exercise remedies under this Base Indenture and the Master Collateral Agency Agreement, respectively, on behalf of such Segregated Series of Notes with respect to the Group of Segregated Collateral, (F) one or more separate segregated Leases pertaining, as applicable, to the Group of Segregated Collateral will be executed and delivered by RCFC, as lessor, and each applicable Lessee, (G) to the extent specified in the Series Supplement for such Segregated Series of Notes, such actions will be taken by the Issuer or Master Servicer as are necessary to perfect the Trustee’s interest on behalf of the Noteholders of such Segregated Series of Notes in the Group of Segregated Collateral, (H) provisions may be added to the related Series Supplement and the other Related Documents, if necessary, to reflect the foregoing, which provisions will, among other things, provide for revisions to the terms “Aggregate Asset Amount”, “Collateral”, “Collection Account”, “Lease”, “Lessee”, “Related Documents”, “Required Asset Amount”, “Required Beneficiaries”, and “RCFC Agreements” and such other terms as may be appropriate and (I) references herein to “all” Series of Notes (other than as specifically stated herein) shall be automatically

modified to refer to all Series of Notes sharing in the same Group of Segregated Collateral (or as otherwise provided in the related Series Supplement).

Section 2.4.

Execution and Authentication .

(a) An Authorized Officer shall execute the Notes for RCFC by manual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Base Indenture, RCFC may deliver Notes of any particular Series executed by RCFC to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under this Base Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and any listing agent as may be specified in the related Series Supplement, if such Notes are listed on an exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating Agent to authenticate Notes. Unless limited by the term of such appointment, an authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such Agent. An authenticating Agent has the same rights as an Agent to deal with RCFC or an Affiliate of RCFC. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of [specify Series] issued under the within mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY

AMERICAS,

as Trustee

By:________________________

Authorized Signature

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by RCFC, and RCFC shall deliver such Note to the Trustee for cancellation as provided in Section 2.15 , together with a written statement (which need not comply with Section 12.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by RCFC, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture.

Section 2.5.

Form of Notes; Book-Entry Provisions .

(a) Rule 144A Global Note . Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes, any Series of Notes, or any class of such Series to be issued and sold in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and resold in reliance on Rule 144A under the Securities Act (“ Rule 144A ”), shall be issued in the form of and represented by one or more global Notes in fully registered form without interest coupons (each, a “ Rule 144A Global Note ”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC (which may be the Trustee), and registered in the name of Cede or another nominee of DTC, duly executed by RCFC and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate Principal Amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

(b) Regulation S Global Note . Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes, any Series of Notes, or any class of such Series, offered and sold to non-United States Persons in transactions outside of the United States will be offered and sold in reliance on the exemption from registration under the Securities Act provided by Regulation S thereunder (“ Regulation S ”) and shall be issued in the form of one or more global Notes (each, a “ Regulation S Global Note ” and together with the Rule 144A Global Notes, each a “ Global Note ”) in fully registered form without interest coupons substantially in the form set forth in the applicable Series Supplement with such legends as may be applicable thereto, registered in the name of Cede or another nominee of DTC for the accounts of Euroclear Bank S.A./N.V., as operator of Euroclear and Clearstream, duly executed by RCFC and authenticated by the Trustee as provided in Section 2.4 and deposited with a custodian for DTC (which may be the Trustee). The aggregate Principal Amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

(c) Any Series of Notes, or any class of such Series, issued hereunder may be issued as definitive, fully registered Notes without interest coupons (“ Definitive Notes ”) only in accordance with Section 2.19 .

Section 2.6.

Registrar and Paying Agent .

(a) RCFC shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and (ii) an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes and of their transfer and exchange (the “ Note Register ”). RCFC may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. RCFC may change any Paying Agent or Registrar without prior notice to any Noteholder. RCFC shall notify the Trustee in writing of the name and address of any Agent not a party to this Base

Indenture. The Trustee is hereby initially appointed as the Registrar and Paying Agent for service of notices and demands in connection with the Notes.

(b) RCFC shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. The agreement shall implement the provisions of this Base Indenture that relate to such Agent. RCFC shall notify the Trustee in writing of the name and address of any such Agent. If RCFC fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture, or shall appoint a replacement Registrar and Paying Agent.

Section 2.7.

Paying Agent to Hold Money in Trust .

(a) RCFC will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.7 , that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by RCFC (or any other obligor under the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent, so long as the same institution is acting as Trustee and as Paying Agent and the institution no longer qualifies or is eligible to act as Trustee; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b) RCFC may at any time, for the purpose of obtaining the satisfaction and discharge of this Base Indenture or for any other purpose, by Company Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

(c) Subject to applicable laws with respect to escheat of funds, any funds held by the Trustee or any Paying Agent or a Clearing Agency in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to RCFC on Company Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to RCFC for payment thereof (but only to the extent of the amounts so paid to RCFC), and all liability of the Trustee or such Paying Agent with respect to such funds shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of RCFC cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and if the related Series of Notes has been listed on the Luxembourg Stock Exchange, in a newspaper customarily published on each Luxembourg business day and of general circulation in Luxembourg City, Luxembourg, notice that such funds remain unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such funds then remaining will be repaid to RCFC. The Trustee may also adopt and employ, at the expense of RCFC, any other reasonable means of notification of such repayment.

Section 2.8.

Noteholder Lists .

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, RCFC shall furnish to the Trustee at least seven (7) Business Days before each Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.9.

Transfer and Exchange .

(a) No Note may be resold, pledged or transferred (including, without limitation, by pledges or hypothecation) unless such sale or transfer is (1) to the Issuer (upon redemption thereof or otherwise), (2) to any Person the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (3) outside the United States to a Person who is not a U.S. Person (as such term is defined in Regulation S) in a transaction meeting the requirements of Regulation S, (4) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 under the Securities Act and in any case, in accordance with any applicable securities laws or “Blue Sky” laws of any state of the United States or any other jurisdiction. Subject to provisions of clauses (i) through (vii) of this Section 2.9(a) , when a request to register a transfer or exchange of Global Notes is presented to the Registrar or co-registrar or, in the case of Definitive Notes, when Definitive Notes of any particular Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal Principal Amount of Notes of other authorized denominations of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transaction are met; provided , however , that any Definitive Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to RCFC and

the Registrar, duly executed by the Holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions, as applicable:

(i) Transfer of Interest in the same Global Note . Transfers of interests in the same Global Note may be made by book-entry transfer of a beneficial interest within the relevant Clearing Agency and transfers of beneficial interests from one Global Note to another Global Note shall be made in accordance with clauses (ii) and (iii) below of this Section 2.9(a), as applicable.

(ii) Rule 144A Global Note to Regulation S Global Note . If a holder of a beneficial interest in a Rule 144A Global Note wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note, such holder may, subject to the rules and procedures of DTC, cause the transfer of such interest for an equivalent beneficial interest in a Regulation S Global Note of the same Series and Class. Upon receipt by the Trustee, as Registrar, of (1) instructions given in accordance with DTC’s procedures from an agent member directing the Registrar to credit or cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, (2) a written order given in accordance with DTC’s procedures containing information regarding the agent member’s account with DTC and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (3) a certificate in the form of Exhibit A-1 attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes and pursuant to and in accordance with Regulation S under the Securities Act, the Trustee shall instruct DTC to reduce such Rule 144A Global Note by the aggregate Principal Amount of the beneficial interest in such Rule 144A Global Note to be so transferred and the Registrar shall instruct DTC, concurrently with such reduction, to increase the Principal Amount of a Regulation S Global Note by the aggregate Principal Amount of the beneficial interest in such Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in a Regulation S Global Note equal to the reduction in the Principal Amount of such Rule 144A Global Note to be so transferred.

(iii) Regulation S Global Note to Rule 144A Global Note . If a holder of a beneficial interest in a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in a Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream or DTC, as the case may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Rule 144A Global Note of the same Series and Class. Upon

receipt by the Trustee, as Registrar, of (1) instructions from Euroclear or Clearstream or DTC, as the case may be, directing the Registrar to credit or cause to be credited a beneficial interest in a Rule 144A Global Note equal to the beneficial interest in a Regulation S Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to such Note, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, and (2) a certificate in the form of Exhibit A-2 attached hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Regulation S Global Note reasonably believes that the Person acquiring such interest in the Rule 144A Global Note is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, Euroclear or Clearstream or the Registrar, as the case may be, shall instruct DTC to reduce the Regulation S Global Note by the aggregate Principal Amount of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to increase the Principal Amount of the Rule 144A Global Note by the aggregate Principal Amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the Principal Amount of the Regulation S Global Note to be so exchanged or transferred.

(iv) Other Transfers or Exchanges . In the event that a Global Note is exchanged for Definitive Notes, or Notes are otherwise issued, in definitive registered form without interest coupons, pursuant to Section 2.19 , such Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (iii) above (including the certification requirements intended to insure that such exchanges or transfers comply with Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted by RCFC and the Trustee.

(b) The Trustee, as Registrar, or, if the Notes are listed on the Luxembourg Stock Exchange, the listing agent, as the case may be, shall, upon receipt of a written request therefor from RCFC, send to RCFC, upon any transfer or exchange of any Note, information reflected in the copy of the register for the Notes maintained by the Registrar or the listing agent, as the case may be.

(c) To permit registrations of transfers and exchanges, RCFC shall execute and the Trustee shall authenticate Notes, subject to such rules as the Trustee may reasonably require. No service charge to the Noteholder shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Registrar (or RCFC or the Trustee) may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith.

(d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of RCFC, evidencing the same debt, and entitled to the same

benefits under this Base Indenture and the applicable Series Supplement, as the Notes surrendered upon such registration of transfer or exchange.

(e) Prior to due presentment for registration of transfer of any Note, the Trustee, any Paying Agent or Clearing Agent and RCFC may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, any Paying Agent or Clearing Agent nor RCFC shall be affected by notice to the contrary.

(f) Notwithstanding any other provision of this Section 2.9 , the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, or to a successor Clearing Agency for such Series selected or approved by RCFC or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.9 and Section 2.19 .

Section 2.10.

Certain Purchaser Representations and Certifications .

(a) Prior to any sale or transfer of the Notes described in clause (2) of Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed to have represented and agreed as follows:

(1) It is a qualified institutional buyer as defined in Rule 144A, it is aware that any sale of the Notes to it will be made in reliance on Rule 144A and it is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer.

(2) The purchaser understands that the Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Notes have not been registered under the Securities Act and that (A) such Notes may be offered, resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a Person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A) in a transaction meeting the requirements of Rule 144A, (iii) outside the United States to a Person other than a U.S. Person (as defined in Regulation S) in a transaction meeting the requirements of Regulation S under the Securities Act, (iv) in a transaction exempt from the registration requirements of the Securities Act and the applicable securities laws of any State of the United States and any other jurisdiction or (v) pursuant to an effective registration statement under the Securities Act, in each such case in accordance with this Base Indenture, the applicable Series Supplement and any applicable securities laws of any State of the United States and (B) the purchaser will, and each subsequent holder of a Note is required to, notify any subsequent purchaser of a Note of the resale restrictions set forth in (A) above.

(b) Prior to any direct placement of the Notes from the Issuer to an institutional accredited investor who is a qualified institutional buyer within the meaning of Rule 144A, the Issuer shall require each such prospective purchaser of the Notes to represent and agree as follows:

(i) to the restrictions on transfer set forth in clause (a) (2) above, (ii) that it is (w) a qualified institutional buyer within the meaning of Rule 144A and an accredited investor as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act; (x) acquiring Notes for its own account or for any separate account for which it is acting; (y) acquiring such Notes for its own institutional account or the account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act who is a qualified institutional buyer within the meaning of Rule 144A; and (z) not acquiring the Notes with a view to distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; and (c) that the registrar and transfer agent for the Notes will not be required to accept for registration of transfer any Notes acquired by them, except upon presentation of evidence satisfactory to the transfer agent that the restrictions on transfer set forth in clause (a) (2) above have been complied with.

(c) In addition, the Issuer shall require such prospective purchaser to provide additional information or certifications, as shall be reasonably requested by the Trustee or the Issuer to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. The Issuer and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities laws.

Section 2.11.

Legending of Notes .

Unless otherwise provided for in a Series Supplement and except as permitted by the following sentence, in addition to any legends required by Section 2.17 , each Note shall bear legends in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF RENTAL CAR FINANCE CORP. (THE “COMPANY”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR

ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A NOTE, REPRESENTS AND WARRANTS THAT (A) EITHER (I) IT IS NOT, AND IS NOT ACQUIRING SUCH NOTE WITH THE ASSETS OF, A PLAN OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA”), OR SECTION 4975 OF THE CODE, OR AN ENTITY THAT IS DEEMED TO HOLD ASSETS OF ANY OF THE FOREGOING, OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE OR INTEREST THEREIN BY THE NOTEHOLDER OR NOTE OWNER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE OR INTEREST THEREIN, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, BECAUSE THE PURCHASE AND HOLDING OF SUCH NOTE OR INTEREST THEREIN (A) IS NOT, AND WILL NOT BECOME, SUBJECT TO SUCH LAWS OR (B) IS COVERED BY AN EXEMPTION FROM ALL APPLICABLE PROHIBITED TRANSACTIONS, ALL OF THE CONDITIONS OF WHICH ARE AND WILL BE SATISFIED UPON ITS ACQUISITION OF, AND THROUGHOUT THE TERM THAT IT HOLDS, SUCH NOTE OR INTEREST THEREIN, AND (B) IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE IN VIOLATION OF THE FOREGOING.

Upon any transfer, exchange or replacement of Notes bearing such legend, or if a request is made to remove such legend on a Note, the Notes so issued shall bear such legend, or such legend shall not be removed, as the case may be, unless there is delivered to RCFC and the Trustee or the listing agent, if the Notes are listed on the Luxembourg Exchange, such satisfactory evidence, which may include an opinion of counsel, as may be reasonably required by RCFC that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S. Upon provision of such satisfactory evidence, the Trustee, at the direction of RCFC, shall authenticate and deliver a Note that does not bear such legend.

Section 2.12.

Replacement Notes .

(a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold RCFC and its Affiliates and the Trustee harmless, then, in the absence of notice to RCFC, the Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the New York UCC (which generally permit RCFC to impose reasonable requirements) are met, RCFC shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement Note, RCFC may pay such destroyed, lost or stolen

Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, RCFC and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by RCFC or any Affiliate thereof or the Trustee in connection therewith. The Holder of a Note may offer to the Trustee unsecured indemnification so long as such Holder has a long-term debt rating or claims paying ability that is “investment grade.”

(b) Upon the issuance of any replacement Note under this Section 2.12 , the Registrar, RCFC or the Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.12 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional Contractual Obligation of RCFC, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Base Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d) The provisions of this Section 2.12 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.13.

Treasury Notes .

In determining whether the Noteholders of the required Principal Amount of Notes have concurred in any direction, waiver or consent, Notes owned by RCFC or any Affiliate of RCFC shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which the Trustee has received written notice of such ownership shall be so disregarded. Absent written notice to the Trustee of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Notes.

Section 2.14.

Temporary Notes .

(a) Pending the preparation of Definitive Notes issued under Section 2.19 , RCFC may prepare and the Trustee, upon receipt of a Company Order, shall authenticate and deliver temporary Notes of such Series. Temporary Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of

this Base Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b) If temporary Notes are issued pursuant to Section 2.14(a) above, RCFC will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of RCFC to be maintained as provided in Section 7.2 , without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, RCFC shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Base Indenture as Definitive Notes.

Section 2.15.

Cancellation .

RCFC may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which RCFC or any of its respective Subsidiaries or Affiliates may have acquired in any manner whatsoever or upon any repayment of the Principal Amount in respect of such Notes, and all Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. RCFC may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation. All canceled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures.

Section 2.16.

Principal and Interest .

(a) The principal of each Series of Notes shall be payable at the times and in the amount set forth in the related Series Supplement and, unless otherwise specified in the related Series Supplement, in accordance with Section 5.1 .

(b) Each Series of Notes shall accrue interest as provided in the related Series Supplement and such interest shall be payable on the Payment Date for such Series in accordance with Section 5.1 and the related Series Supplement.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.

(d) Unless otherwise specified in the Series Supplement for a Series, if RCFC defaults in the payment of interest on the Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of RCFC, cease to be payable to the Persons who were Noteholders of such Series at the applicable Record Date, and in such case RCFC shall pay the defaulted interest in any lawful

manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the related Series Supplement and in the Notes of such Series. RCFC shall fix or cause to be fixed each such special record date and payment date, and at least fifteen (15) days before the special record date, RCFC (or, if so requested by RCFC, the Trustee, in the name of and at the expense of RCFC) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.17.

Book-Entry Notes .

(a) For each Series of Notes to be issued in registered form, RCFC shall duly execute the Notes, and the Trustee shall, in accordance with Section 2.4 hereof, authenticate and deliver initially one or more Global Notes that (a) shall be registered on the Note Register in the name of DTC or DTC’s nominee, and (b) shall bear legends substantially to the following effect:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Base Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Base Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by RCFC, the Trustee, the Registrar, any Paying Agent and any Agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent RCFC, the Trustee, the Registrar, any Paying Agent and any Agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of the holder of a beneficial interest in any Note.

(b) The then currently applicable provisions of the relevant Clearing Agency shall be applicable to beneficial interests in the Global Notes. Account holders or participants in DTC, Euroclear and Clearstream shall have no rights under this Base Indenture with respect to such Global Note, and the registered holder may be treated by RCFC, the Trustee, the Registrar and any Paying Agent and any Agent of any such entities as the owner of such Global Note for all purposes whatsoever.

(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.6 .

(d) Any typewritten Note or Notes representing Book-Entry Notes shall provide that they represent the aggregate or a specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4 . Subject to the provisions of Section 2.5 , the Trustee shall deliver and redeliver any typewritten Note or Notes representing Book-Entry Notes in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions by RCFC with respect to endorsement or delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 12.3 hereof and need not be accompanied by an Opinion of Counsel.

(e) Unless and until Definitive Notes have been issued to all Note Owners pursuant to Section 2.19 :

(i) the provisions of this Section 2.17 shall be in full force and effect;

(ii) the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency for all purposes of this Base Indenture (including the making of payments on the Notes and the giving of instructions or directions hereunder) as the authorized representatives of the Note Owners;

(iii) to the extent that the provisions of this Section 2.17 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.17 shall control;

(iv) whenever this Base Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Principal Amount of the Notes, the applicable Clearing Agency shall be deemed to represent a percentage or Principal Amount in respect of any outstanding Global Notes only to the extent that it has received instructions to such effect from the applicable Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such percentage or Principal Amount of the beneficial interest in the Notes and has delivered such instructions or directions to the Trustee; and

(v) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.19 , the applicable Clearing Agencies

will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on the Notes to such Clearing Agency Participants.

Section 2.18.

Notices to Clearing Agency .

Whenever notice or other communication to the Noteholders is required under this Base Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.19 , the Trustee, RCFC and the Master Servicer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for further distribution to the Clearing Agency Participants and the Note Owners in accordance with such Clearing Agency’s and Clearing Agency Participants’ customary practices and procedures with respect thereto.

Section 2.19.

Definitive Notes .

(a) Conditions for Issuance . Definitive Notes shall be issued and delivered, and interests in a Rule 144A Global Note or Regulation S Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies RCFC that it is unwilling or unable to continue as depositary for such Rule 144A Global Note or Regulation S Global Note or at any time ceases to be a “clearing agency” registered under the United States Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”), and in either case in either case a successor depositary so registered is not appointed by RCFC within ninety (90) days of such notice or (y) RCFC, in its sole discretion, determines that the Rule 144A Global Notes or Regulation S Global Notes with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such global Notes or the category of Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Rule 144A Global Note or a Regulation S Global Note requests the same in the form of a Definitive Note and RCFC, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), RCFC will deliver Notes in definitive registered form, without interest coupons, in exchange for the Rule 144A Global Notes or the Regulation S Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive Notes shall be issued without coupons in minimum denominations that are specified in the related Series Supplement for such Series of Notes, subject to compliance with all applicable legal and regulatory requirements.

(b) Issuance . If interests in any Rule 144A Global Note or Regulation S Global Note, as the case may be, are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.19 , such Rule 144A Global Note or Regulation S Global Note, as the case may be, shall be surrendered by DTC or its custodian or Agent to the office or agency of the Registrar located in the Borough of Manhattan, The City of New York, or if the Notes are listed on the Luxembourg Stock Exchange, to the applicable listing agent in Luxembourg, to be so transferred, without charge. If interests in any Regulation S Global Note are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to

this Section 2.19 , such Regulation S Global Note shall be surrendered by DTC or its custodian or Agent to the Registrar or its Agent located in London to be so transferred, without charge. The Trustee shall authenticate and deliver, upon such transfer of interests in such Rule 144A Global Note or Regulation S Global Note, an equal aggregate Principal Amount of Definitive Notes of authorized denominations; provided , that in the case of an interest in a Rule 144A Global Note, no such interest will be transferred except upon delivery of a certificate substantially in the form of Exhibit A-1 hereto, and in the case of an interest in a Regulation S Global Note, no such interest will be transferred except upon delivery of a certificate substantially in the form of Exhibit A-2 hereto. The Definitive Notes issued or transferred pursuant to this Section 2.19 shall be executed, authenticated and delivered only in the denominations specified in the related Series Supplement for such Series of Notes, and Definitive Notes shall be registered in such names as DTC (in the case of a transfer and exchange of global Notes to Definitive Notes) or RCFC (in all other cases) shall direct in writing. The Registrar shall have at least thirty (30) days from the date of its receipt of Definitive Notes and registration information to authenticate (or cause to be authenticated) and deliver such Definitive Notes. Any Definitive Note delivered in exchange for an interest in a Rule 144A Global Note or Regulation S Global Note shall, except as otherwise provided by Section 2.11 , bear, and be subject to, the legend regarding transfer restrictions set forth in Section 2.11 . RCFC will promptly make available to the Registrar a reasonable supply of Definitive Notes. RCFC shall bear the costs and expenses of printing or preparing any Definitive Notes.

(c) Transfer of Definitive Notes . Subject to the terms of Section 2.9(a) , the Holder of any Definitive Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the office maintained by the Registrar for such purpose in the Borough of Manhattan, The City of New York, such Note with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to RCFC and the Registrar by, the Holder thereof and accompanied by a certificate as specified in Section 2.19(b) above. In exchange for any Definitive Note properly presented for transfer, RCFC shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes for the same aggregate Principal Amount as was transferred. In the case of the transfer of any Definitive Note in part, RCFC shall execute and the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Definitive Notes for the aggregate Principal Amount that was not transferred. No transfer of any Definitive Note shall be made unless the request for such transfer is made by the registered Holder at such office.

(d) Neither RCFC nor the Trustee shall be liable for any delay in delivery of transfer instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for such Series, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders of such Series.

Section 2.20.

Tax Treatment .

RCFC has structured this Base Indenture, the Series Supplements and the Notes that have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as indebtedness of RCFC and any entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for purposes of Federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of RCFC. Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with this Base Indenture as to treatment as indebtedness for such tax purposes.

ARTICLE 3.

SECURITY

Section 3.1.

Grant of Security Interest .

(a) To secure the RCFC Obligations and to secure compliance with the provisions of this Base Indenture and any Series Supplement, all as provided in this Base Indenture, RCFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Noteholders, and hereby grants to the Trustee, for the benefit of the Noteholders, 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 of RCFC, whether now owned or hereafter acquired or created (all of the foregoing being referred to as the “ Collateral ”):

(i) the rights of RCFC under each Lease and any other agreements relating to the Vehicles to which RCFC is a party other than the Vehicle Disposition Programs and any 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) (a) the Collection Account and all accounts designated in any Series Supplement for a Series or otherwise as a sub-account or an administrative subaccount thereof, (b) all funds on deposit therein from time to time, (c) all certificates and instruments, if any, representing or evidencing any or all of the Collection Account or the funds on deposit therein from time to time, and (d) all Permitted Investments made at any time and from time to time with the funds on deposit in the Collection Account (including income thereon);

(iii) all rights of RCFC and the Trustee as Financing Source, Beneficiary or otherwise, in any Master Collateral and under the Master Collateral Agency Agreement;

(iv) all additional Property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by RCFC or by anyone on its behalf; and

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

Section 3.2.

Certain Rights and Obligations of RCFC Unaffected .

(a) Notwithstanding the assignment and security interest so granted to the Trustee, RCFC shall nevertheless be permitted, subject to the Trustee’s right to revoke such permission in the event of an Amortization Event and subject to the provisions of Section 3.3 , to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not include waivers of defaults under any of the RCFC Agreements or any of the Vehicle Disposition Programs or revocation of powers of attorney to the Lessee) to the Lessee by RCFC and by the Lessee to the Manufacturers by the specific terms of the Lease and each Vehicle Disposition Program, respectively.

(b) The grant of a security interest in the Collateral to the Trustee by RCFC shall not (i) relieve RCFC from the performance of any term, covenant, condition or agreement on RCFC’s part to be performed or observed under or in connection with any of the RCFC Agreements or any of the Vehicle Disposition Programs or from any liability to any Lessee, the Master Servicer or the Manufacturers, as the case may be, or (ii) impose any obligation on the Trustee or any of the Noteholders to perform or observe any such term, covenant, condition or agreement on RCFC’s part to be so performed or observed or impose any liability on the Trustee or any of the Noteholders for any act or omission on the part of RCFC or from any breach of any representation or warranty on the part of RCFC. RCFC hereby agrees to indemnify and hold harmless the Trustee, each Noteholder and each Note Owner (including, in each case, their

respective directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby whether arising by virtue of any act or omission on the part of RCFC or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee, any of the Noteholders and any of the Note Owners in enforcing this Base Indenture or preserving any of their respective rights to, or realizing upon, any of the Collateral; provided , however , the foregoing indemnification shall not extend to any action by the Trustee, a Noteholder or a Note Owner which constitutes gross negligence or willful misconduct by the Trustee, such Noteholder, such Note Owner or any other Indemnified Person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Base Indenture, any Series Supplement or any Assignment Agreement.

Section 3.3.

Performance of Agreement .

Upon the occurrence of a Limited Liquidation Event of Default or Liquidation Event of Default, promptly following a request from the Trustee or the Master Collateral Agent, as applicable, to do so and at RCFC’s expense, but subject to the rights of the Eligible Franchisees under the Subleases and the other Lessee Agreements, RCFC agrees to take all such lawful action as permitted under this Base Indenture as the Trustee may request, pursuant hereto and to the Master Collateral Agency Agreement, to compel or secure the performance and observance by: (i) any Lessee, the Master Servicer or by any other party to any of the RCFC Agreements or any other Related Document of its obligations to RCFC, and (ii) a Manufacturer under a Vehicle Disposition Program of its obligations to the Lessor or the Lessee and the Master Collateral Agent, as assignee, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to RCFC to the extent and in the manner directed by the Trustee or the Master Collateral Agent, as applicable, including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by any Lessee, the Master Servicer or (or such party to any RCFC Agreement or any other Related Document) by a Manufacturer under a Vehicle Disposition Program, of their respective obligations thereunder.

Section 3.4.

Further Assurances .

RCFC (a) will from time to time, at its expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable (including as may be reasonably requested by the Trustee or the Master Servicer), in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or in any Series Supplement or to enable the Trustee or the Master Servicer to exercise and enforce its rights and remedies hereunder or under any Series Supplement with respect to any Collateral, including, without limitation, the execution of Uniform Commercial Code financing or continuation statements, or amendments or corrections thereto, and (b) hereby authorizes the Trustee to file one or more financing or continuation statements and Certificates of Title, and amendments thereto, relative to all or any part of the Collateral without the signature of RCFC, where permitted by law. A reproduction of this Base Indenture or any financing statement

covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. RCFC agrees that all Certificates of Title shall be duly noted to show the Lien of the Master Collateral Agent (on behalf of the Trustee) under the Master Collateral Agency Agreement and that all Certificates of Title shall be held in safekeeping and otherwise handled as set forth in the Master Collateral Agency Agreement.

Section 3.5.

Stamp, Other Similar Taxes and Filing Fees .

RCFC shall indemnify and hold harmless the Trustee, the Master Collateral Agent and each Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Base Indenture or any Collateral. RCFC shall pay, or reimburse the Trustee for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of this Base Indenture.

[THE REMAINDER OF ARTICLE 3, INCLUDING ANY ADDITIONAL COLLATERAL WITH RESPECT TO A SERIES, MAY BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH RESPECT TO ANY SUCH SERIES]

ARTICLE 4.

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.1.

Collection Account .

(a) Establishment of Collection Account . The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Noteholders, or cause to be established and maintained, an account (the “ Collection Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Collection 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 Collection Account. If the Collection Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days after obtaining knowledge of such fact, the Trustee shall establish a new Collection Account which complies with such sentence and transfer into the new Collection Account all cash and Investments from the non-qualifying Collection Account. Initially, the Collection Account will be established with the Trustee.

(b) Establishment of Retained Distribution Account . The Trustee shall establish and maintain in the name of the Retained Interestholder, or cause to be established and maintained, an account (the “ Retained Distribution Account ”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Retained Interestholder. The Retained 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 Retained

Distribution Account. If the Retained Distribution Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days after obtaining knowledge of such fact, the Trustee shall establish a new Retained Distribution Account which complies with such sentence and transfer into the new Retained Distribution Account all cash and Investments from the non-qualifying Retained Distribution Account. Initially, the Retained Distribution Account will be established with the Trustee.

(c) Establishment of Additional Accounts . To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more additional accounts and/or administrative sub-accounts to facilitate the proper allocation of Collections in accordance with the terms of such Series Supplement.

(d) Administration of the Collection Account . The Master Servicer shall instruct, in writing, the institution maintaining the Collection Account as to the allocation of funds on deposit, including the allocation to any sub-accounts of the Collection Account, and as to the investment of funds on deposit in the Collection Account in Permitted Investments; provided , however , that, other than as otherwise approved in writing by the Rating Agencies, any such Permitted Investments shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received, except for any Permitted Investment held in the Collection Account which is in an Investment made by the Paying Agent institution, in which event such Investment may mature on such Payment Date if such funds shall be available for withdrawal on or prior to such Payment Date; provided , further , that any such Investment that is a demand deposit or time deposit fully insured by the Federal Deposit Insurance Corporation need not mature on or prior to such Payment Date but need only permit withdrawals therefrom not less frequently than on each Payment Date. The Trustee shall hold, for the benefit of the Noteholders, possession of any negotiable instruments or securities evidencing the Permitted Investments until their maturity. No Permitted Investment shall be disposed of prior to its maturity; provided , however , that the Trustee may sell, liquidate or dispose of a Permitted Investment before its maturity, at the written direction of the Master Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Permitted Investment or if, prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment.

(e) Administration of the Retained Distribution Account . Unless otherwise instructed by the Retained Interestholder at any time and from time to time, the Master Servicer shall instruct the institution maintaining the Retained Distribution Account to invest funds on deposit in the Retained Distribution Account at all times in Permitted Investments. Unless otherwise instructed by the Retained Interestholder at any time, the Trustee shall hold, for the benefit of the Retained Interestholder, possession of any negotiable instruments or securities evidencing the Permitted Investments from the time of purchase thereof until the time of maturity.

(f) Earnings from Collection Account . Subject to the restrictions set forth above, the Master Servicer shall have the authority to instruct the Trustee (which instructions shall be in writing) with respect to (i) the investment of funds on deposit in the Collection Account and (ii) liquidation of such Investments. All interest and earnings (net of losses and

Investment expenses) on funds on deposit in the Collection Account shall be deemed to be available and on deposit for distribution.

(g) Earnings from Retained Distribution . Subject to the restrictions set forth above, the Master Servicer shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Retained Distribution Account. All interest and earnings (net of losses and Investment expenses) on funds on deposit in the Retained Distribution Account shall be deemed to be available and on deposit for distribution to the Retained Interestholder.

(h) Trustee Accounts as Securities Accounts . Each of RCFC and the Trustee, on behalf of the secured parties hereunder and as Securities Intermediary, acknowledges and agrees that all of the accounts established under Article 4 of this Base Indenture and under any Series Supplement (all such accounts and any accounts established by the Trustee or RCFC under any future Series Supplements, the “ Issuer Accounts ”) are intended to be “securities accounts” (as defined in Section 8-501 of the New York UCC). The Trustee represents and warrants that it is a “securities intermediary” (as defined in Section 8-102 of the New York UCC and a “bank” as defined in Section 9-102 of the New York UCC (the Trustee in such capacities is referred to herein as the “ Securities Intermediary ”). The Securities Intermediary has, at the time of execution and delivery of this Base Indenture, entered into a Control Agreement with respect to each existing Issuer Account and will, unless otherwise provided in the Series Supplement for a new Series of Notes, execute and deliver a Control Agreement with respect to any Issuer Accounts hereinafter created pursuant to a Series Supplement for a Series or any other Related Document.

Section 4.2.

Collections and Allocations .

(a) Collections in General . Until this Base Indenture is terminated pursuant to Section 10.1 , RCFC shall, and shall cause the Trustee, the Master Servicer and the Master Collateral Agent, as applicable, to cause all Collections arising from Collateral and Master Collateral pledged by RCFC hereunder and under the Master Collateral Agency Agreement due and to become due (i) from the Manufacturers pursuant to Vehicle Disposition Programs to be paid directly to the Master Collateral Account at such times as such amounts are due under such Vehicle Disposition Programs, (ii) under the Lease to be paid directly to the Collection Account at such times as such amounts are due under the Lease, and (iii) from any other source to be paid directly into the Collection Account or the Master Collateral Account, in accordance with this Base Indenture and the Master Collateral Agency Agreement, as applicable, at such times as such amounts are due. Collections deposited into the Master Collateral Account shall be transferred to the Collection Account when, as and to the extent provided in the Master Collateral Agency Agreement. All amounts on deposit in the Collection Account shall be allocated and distributed as provided herein and as supplemented by the Series Supplements for each outstanding Series of Notes. All monies, instruments, cash and other proceeds received by the Trustee pursuant to this Base Indenture (including amounts received from the Master Collateral Agent) shall be immediately deposited in the Collection Account and shall be applied as provided in this Article 4 .

(b) Disqualification of Institution Maintaining Collection Account . In the event the Qualified Institution maintaining the Collection Account ceases to be such, then, upon

the occurrence of such event and the establishment of a new Collection Account with a Qualified Institution pursuant to Section 4.1(a) and thereafter, the Master Servicer and RCFC shall deposit or cause to be deposited all Collections as set forth in Section 4.2(a) into the new Collection Account, and in no such event shall the Master Servicer or an Affiliate of the Master Servicer deposit any Collections thereafter into any account established, held or maintained with the institution formerly maintaining the Collection Account (unless it later becomes a Qualified Institution or qualified corporate trust department).

(c) Right of Servicer and Master Servicer to Deduct Fees . Notwithstanding anything in this Base Indenture to the contrary but subject to any limitations set forth in the applicable Series Supplement, as long as the Servicer and Master Servicer are Affiliates of the Retained Interestholder and the Retained Interest Amount equals or exceeds zero, the Servicer and Master Servicer (i) may make or cause to be made deposits to the Collection Account net of any amounts which are allocable to the Retained Distribution Account and represent amounts due and owing to the Servicer and Master Servicer, and (ii) need not deposit or cause to be deposited any amounts to be paid to the Servicer and Master Servicer pursuant to this Section 4.2 and such amounts will be deemed paid to the Servicer or 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 any Series on a Payment Date are not needed to make payments of principal to Noteholders of such Series or required to be deposited in a Distribution Account for such Series 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 another Series sharing in the same Group of Segregated Collateral. Any such reallocation will not result in a reduction of the Aggregate Principal Balance or in the Invested Amount of the Series to which such Principal Collections were initially allocated.

(e) Unallocated Principal Collections . Unless otherwise specified in the Series Supplement for a Series of Notes sharing in a Group, if, after giving effect to Section 4.2(d) , Principal Collections allocated to any Series in such Group on any Payment Date are in excess of the amount required to pay amounts due in respect of such Series on such Payment Date in full, then any such excess Principal Collections shall be allocated to the Retained Distribution Account (to the extent that the Retained Interest Amount equals or exceeds zero).

Section 4.3.

Determination of Monthly Interest .

Monthly interest with respect to each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 4.4.

Determination of Monthly Principal .

Monthly principal with respect to each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement. However, all principal or interest with respect to any Series of Notes shall be due and payable no later than the Series Termination Date with respect to such Series.

Section 4.5.

Paired Series .

To the extent provided in a Series Supplement, any Series of Notes may be paired with one or more other Series (each, a “ Paired Series ”). Each Paired Series may be prefunded with an initial deposit to a pre-funding account in an amount up to the initial principal balance of such Paired Series, primarily from the proceeds of the sale of such Paired Series, or will have a variable Principal Amount. Any such pre-funding account will be held for the benefit of such Paired Series and not for the benefit of the Noteholders of the Series paired therewith. As funds are accumulated in a principal funding account or paid to Noteholders either (i) in the case of a pre-funded Paired Series, an equal amount of funds on deposit in any pre-funding account for such pre-funded Paired Series will be released and paid to RCFC or (ii) in the case of a Paired Series having a variable Principal Amount, an interest in such variable Paired Series in an equal or lesser amount may be sold by RCFC and, in either case, the Invested Amount in RCFC of such Paired Series will increase by up to a corresponding amount. Upon payment in full of the Series paired to the Paired Series, assuming that there have been no unreimbursed charge-offs with respect to any related Paired Series, the Aggregate Invested Amount of such related Paired Series will have been increased by an amount up to an aggregate amount equal to the Invested Amount of such Series paid to the Noteholders thereof. The issuance of a Paired Series may be subject to certain conditions described in the related Series Supplement.

[ THE REMAINDER OF ARTICLE 4 IS RESERVED AND FURTHER ALLOCATIONS AND DISTRIBUTIONS SHALL BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH RESPECT TO ANY SERIES ]

ARTICLE 5.

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

Section 5.1.

Distributions in General .

(a) Unless otherwise specified in the applicable Series Supplement, on the Business Day immediately preceding each Payment Date with respect to each Outstanding Series, (i) the Paying Agent shall deposit (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) in the Distribution Account for each such Series the amounts on deposit in the Collection Account allocable to Noteholders of such Series as interest and, during an Amortization Period, principal, and (ii) to the extent provided for in the applicable Series Supplement, the Trustee (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) shall deposit in the Distribution Account for each such Series the amount of Enhancement for such Series to be drawn in connection with such Payment Date.

(b) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent (in accordance with the Monthly Certificate delivered by the Master Servicer to the Trustee) shall distribute to the Noteholders of each Series, to the extent amounts are on deposit in the Distribution Account for such Series, an amount sufficient to pay all principal and interest due on such Series on such Payment Date. Such distribution shall be to each Noteholder of record of such Series on the preceding Record Date based on such Noteholder’s pro rata share of the aggregate Principal Amount of the Notes of such Series held

by such Noteholder; provided , however , that, the final principal payment due on a Note shall only be paid to the holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of the Note.

(c) Unless otherwise specified in the applicable Series Supplement, amounts distributable to a Noteholder pursuant to this Section 5.1 shall be payable by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register, except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the Distribution Account no later than 2:00 p.m. (New York City time) for credit to the account designated by such Clearing Agency or its nominee, as the case may be.

(d) Unless otherwise specified in the applicable Series Supplement (i) all distributions to Noteholders of all classes within a Series of Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Noteholders of a Series is not sufficient to pay all sums required to be paid to such Noteholders on such date, then each class of Noteholders will receive its ratable share (based upon the aggregate amount due to such class of Noteholders) of the aggregate amount available to be distributed in respect of the Notes of such Series.

Section 5.2.

Distributions to Retained Distribution Account .

Subject to the terms and conditions of each related Series Supplement or Series Supplements, at any time and from time to time upon receipt of a duly executed Company Order, the Trustee will transfer funds from the Collection Account to the Retained Distribution Account; provided , however , that the Trustee will not make any such transfer on any date other than on a Payment Date unless the Trustee receives an Officers’ Certificate from the Master Servicer stating that, on the date such transfer is made and, in the reasonable anticipation of the Master Servicer, on the next Payment Date, (i) the transfer of such funds from the Collection Account to the Retained Distribution Account will not cause an Asset Amount Deficiency to exist under any Series of Notes and (ii) the transfer of such funds from the Collection Account to the Retained Distribution Account will not violate any restriction contained in this Base Indenture or any Series Supplement.

Section 5.3.

Optional Repurchase of Notes .

(a) Unless otherwise specified in the Series Supplement for a Series of Notes, on any Payment Date occurring on or after the date on which the Aggregate Principal Balance of any Series is equal to or less than the Repurchase Price, if any, set forth in the Series Supplement related to such Series, or class of such Series, or at such other time otherwise provided for in the Series Supplement relating to such Series, RCFC shall have the option to purchase all Outstanding Notes of such Series, or class of such Series (or any portion thereof permitted by the related Series Supplement), at a purchase price (determined after giving effect to any payment of principal and interest on such Payment Date) equal to (unless otherwise specified in the related Series Supplement) the then outstanding Aggregate Principal Balance of such Series on such Payment Date, plus accrued and unpaid interest on the Aggregate Principal Balance of the Notes

of such Series (calculated at the interest rate set forth in the related Series Supplement for such Series) through the day immediately prior to the date of such purchase plus , if provided for in the related Series Supplement, any premium payable at such time.

(b) Notice of repurchase under this Section 5.3(a) shall be given by the Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted not later than ten (10) days prior to the applicable Payment Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Payment Date, at such Holder’s address or facsimile number appearing in the Note Register. All notices of repurchase shall state:

(i)

the Repurchase Date;

(ii)

the Repurchase Price; and

(iii) the place where such Notes are to be surrendered for payment of the repurchase price (which shall be an office or agency of RCFC to be maintained as provided in Section 2.6 ).

Notice of repurchase of the Notes shall be given by the Trustee in the name and at the expense of RCFC. Failure to give notice of repurchase, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the repurchase of any other Note.

(c) Not later than 12:00 noon, New York City time, on the Business Day prior to the applicable Payment Date, an amount equal to the Repurchase Price for all Notes of such Series or class (or the permitted portion thereof) on such Payment Date will be deposited into the Distribution Account for such Series in immediately available funds. The funds deposited into such Distribution Account or distributed to the Paying Agent will be passed through in full to the Noteholders on such Payment Date.

Section 5.4.

Monthly Noteholders’ Statement .

(a) The Master Servicer shall, with cooperation of the Trustee, prepare a monthly statement substantially in the form of Exhibit C or in such form as may be specified in the Series Supplement for a Series of Notes (each, a “ Monthly Noteholders’ Statement ”). The Master Servicer shall deliver to the Trustee and each Rating Agency rating a Series of Notes each such Monthly Noteholders’ Statement with respect to such Series of Notes on each Payment Date for such Series or on such dates as are specified in the Series Supplement for a Series of Notes setting forth the following information (which, in the case of clauses (iii) , (iv) and (v) below, shall be expressed as a dollar amount per $1,000 of the original Principal Amount of the Notes of such Series and, in the case of clause (viii) shall be stated on an aggregate basis and on the basis of a dollar amount per $1,000 of the original Principal Amount of the Notes of such Series) or setting forth such information as may be required by the Series Supplement for a Series of Notes:

(i) the aggregate amount of Interest Collections processed since the prior Payment Date, the aggregate amount of Principal Collections processed during the Related Month and the aggregate amount of Collections processed during such periods;

(ii) the Invested Percentage with respect to Interest Collections and Principal Collections for such Series on the last day of the Related Month;

(iii) the total amount to be distributed to Noteholders of such Series on the next succeeding Payment Date;

(iv) the amount of such distribution allocable to principal on the Notes of such Series;

(v) the amount of such distribution allocable to interest on the Notes of such Series;

(vi) the amount of any drawing under any Enhancement, if any, for such Series for such Payment Date;

(vii) the amount of the Monthly Servicing Fee for such Series for such Payment Date;

(viii) the amount available under the applicable Enhancement, if any, for such Series as of the close of business on such Payment Date after giving effect to any drawings on the applicable Enhancement and payments to the applicable Enhancement Provider on such Payment Date;

(ix) the ratio of the amount available under the applicable Enhancement, if any, to the Invested Amount for such Series as of the close of business on such Payment Date after giving effect to any drawings on the applicable Enhancement and payments to the applicable Enhancement Provider on such Payment Date;

(x) the Pool Factor, if any, for such Series as of the end of the Record Date with respect to such Payment Date;

(xi) whether, to the knowledge of the Master Servicer, any Liens exist with respect to any of the Collateral which are not permitted under the Related Documents;

(xii) the Aggregate Asset Amount and the amount of any Asset Amount Deficiency;

(xiii) the Controlled Distribution Amount and the Carryover Controlled Amortization Amount (as defined for any Series or class of Notes in the applicable Series Supplement) for such Payment Date;

(xiv) the Net Book Value of Program Vehicles and the Net Book Value of Non-Program Vehicles from each Manufacturer as of the last day of the Related Month;

(xv) the ratios of the Non-Program Vehicles and the Program Vehicles, respectively, to all Vehicles;

(xvi) the number of Vehicles of each Manufacturer as of the last date of the Related Month;

(xvii) the average age of all Program Vehicles and average age of all Non-Program Vehicles as of the last day of the Related Month;

(xviii) the average total monthly Depreciation Charges per Program Vehicle and per Non-Program Vehicle during the Related Month; and

(xix) with respect to any Series, the information specified in the related Series Supplement.

On each Payment Date for a Series of Notes or at such other times as are specified in the Series Supplement for a Series of Notes, the Trustee shall forward to each Noteholder of record of all Outstanding Series, the Paying Agent (if other than the Trustee), any Note Owner, upon provision of evidence satisfactory to the Trustee as to its ownership interest, and any Enhancement Provider, and the Master Servicer, the Monthly Noteholders’ Statement applicable to each such Noteholders’ Series of Notes prepared by the Master Servicer.

(b) Annual Noteholders’ Tax Statement . On or before January 31 of each calendar year, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the Trustee and Paying Agent containing the information prepared by the Trustee and Paying Agent which is derived from the regular Monthly Noteholders’ Statement, as set forth in clauses (iii) , (iv) and (v) of paragraph (a) above or as specified in the Series Supplement related to a Series of Notes, aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as the Trustee and Paying Agent deem necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “ Annual Noteholders’ Tax Statement ”). Such obligations of the Trustee and Paying Agent to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall previously have been prepared by the Trustee and Paying Agent and distributed by the Trustee and Paying Agent.

[ANY ADDITIONAL REPORTING REQUIREMENTS WITH RESPECT TO A SERIES MAY BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH RESPECT TO SUCH SERIES]

ARTICLE 6.

REPRESENTATIONS AND WARRANTIES

RCFC hereby represents and warrants with respect to any Series as of the related Closing Date and such other dates as are specified in the related Series Supplement, for the benefit of the Trustee and the Noteholders, as follows:

Section 6.1.

Corporate Existence and Power .

RCFC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Oklahoma, is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its Property, the nature of its business or the performance of its obligations make such qualification necessary, except for jurisdictions in which failure to so qualify would not have a Material Adverse Effect on the financial condition or operations of RCFC or its ability to carry out the transactions contemplated in this Base Indenture, any Series Supplement and the other Related Documents, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Base Indenture and the other Related Documents.

Section 6.2.

Corporate and Governmental Authorization .

The execution, delivery and performance by RCFC of this Base Indenture, each related Series Supplement and the other Related Documents to which it is a party are within RCFC’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained and do not contravene, or constitute a default in any material respect under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of RCFC or of any law or governmental regulation, rule, contract, agreement, judgment, injunction, order, decree or other instrument binding upon RCFC or any of its Assets or result in the creation or imposition of any Lien on any Asset of RCFC, except for Liens created by this Base Indenture or the other Related Documents. This Base Indenture and each of the other Related Documents to which RCFC is a party have been executed and delivered by a duly Authorized Officer of RCFC.

Section 6.3.

Binding Effect .

This Base Indenture and each other Related Document is a legal, valid and binding obligation of RCFC enforceable against RCFC in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium or other laws affecting creditors’ rights generally and subject to limitations imposed by equitable principles).

Section 6.4.

Litigation .

There is no action, suit or proceeding pending against or, to the knowledge of RCFC, threatened against or affecting RCFC before any Court or arbitrator or any Governmental Authority in which there is a reasonable possibility of an adverse decision that would have a Material Adverse Effect on RCFC or which in any manner draws into question the validity or enforceability of this Base Indenture, any Series Supplement or any other Related Document or the ability of RCFC to comply with any of the terms hereof or thereof.

Section 6.5. Employee Benefit Plans . (a) During the period from RCFC’s incorporation to the Closing Date and so long as any Notes are Outstanding; (i) no steps have been taken to terminate any Pension Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f)(1) of ERISA in

connection with such Pension Plan; (b) no condition exists or event or transaction has occurred with respect to any Pension Plan which could result in the incurrence by RCFC or any member of its Controlled Group of fines, penalties or liabilities for ERISA violations, which in the case of any of the events referred to in clause (a) above or this clause (b) would have a Material Adverse Effect upon RCFC, (c) RCFC has no material contingent liability with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in Subtitle B of Part 6 of Title I of ERISA and liabilities which would not have a Material Adverse Effect upon RCFC, and (d) RCFC has neither established nor maintains any Pension Plan except as explicitly disclosed by the RCFC in Schedule 6.5 .

Section 6.6.

Tax Filings and Expenses .

RCFC has filed all material federal, state and local tax returns and all other material tax returns which, to the knowledge of RCFC, are required to be filed (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by RCFC, except such taxes, if any, as are not yet delinquent or are being contested in good faith and for which adequate reserves have been established and are being maintained in accordance with GAAP, except where the failure to pay such taxes or maintain such reserves would not have a Material Adverse Effect on RCFC.

Section 6.7.

Investment Company Act; Securities Act .

RCFC is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940. It is not necessary in connection with the issuance and sale of the Notes under the circumstances contemplated in the related Series Supplement to register any security under the Securities Act or to qualify any indenture under the Trust Indenture Act.

Section 6.8.

Regulations T, U and X .

No proceeds of any sale of the Notes will be used to purchase or carry any “margin stock” (as defined in Regulations T, U and X of the Board of Governors of the Federal Reserve System or any successor thereto) or to extend credit to others for such purpose. RCFC is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 6.9.

No Consent .

No consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery and performance of this Base Indenture or any Series Supplement or for the performance of any of RCFC’s obligations hereunder or thereunder or under any other Related Document other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by RCFC prior to the initial Closing Date or as contemplated in Section 6.13 .

Section 6.10.

No Violation of Charter, etc.

The execution and delivery of this Base Indenture, compliance with the provisions hereof and of any Series Supplement and the other Related Documents and the consummation of the transactions contemplated herein and therein will not result in (a) a breach or violation of (i) any law or governmental rule or regulation applicable to RCFC now in effect, (ii) any provisions of the certificate of incorporation or by-laws of RCFC, (iii) any judgment, order or decree of any Governmental Authority affecting RCFC, or (iv) any agreement or instrument to which RCFC is a party or by which it is bound, (b) the acceleration of any obligations of RCFC, or (c) the creation of any lien, claim or encumbrance other than in favor of the Trustee and the Master Collateral Agent or as permitted hereunder or under the other Related Documents.

Section 6.11.

Solvency .

Both before and after giving effect to the transactions contemplated by this Base Indenture and the other Related Documents, RCFC is solvent and RCFC is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or Insolvency Law.

Section 6.12.

Stock Ownership; Subsidiary .

All of the issued and outstanding common stock of RCFC is owned by DTAG, all of which common stock has been validly issued, is fully paid and non-assessable and is owned of record by such corporation and is free and clear of all Liens other than Liens complying with the limitations set forth in Section 7.16 hereof. RCFC has no subsidiaries and owns no capital stock of, or other interest in, any other Person.

Section 6.13.

Security Interests .

(a) All action necessary (including the filing of UCC-1 financing statements necessary to perfect the Trustee’s security interest in the Collateral and the Master Collateral Agent’s security interest in the Master Collateral (in each case, now in existence and hereafter acquired)), has been or will be duly and effectively taken on or prior to the date of this Base Indenture.

(b) Except as listed on or described in Schedule 6.13b , no security agreement, financing statement, equivalent security or lien instrument or continuation statement listing RCFC as debtor covering all or any part of the Collateral or the Master Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by RCFC in favor of the Trustee or the Master Collateral Agent in connection with this Base Indenture or the Master Collateral Agency Agreement.

(c) This Base Indenture will constitute a valid and continuing Lien on the Collateral in favor of the Trustee, which Lien will be prior to all other Liens (other than Permitted Liens to the extent provided herein and in the Related Documents), and will be enforceable as such as against creditors of and purchasers from RCFC in accordance with its terms, except as such enforceability may be subject to bankruptcy or Insolvency Laws, creditors’

rights generally and general principles of equity. All action necessary to perfect such security interest has been duly taken.

(d) RCFC’s principal place of business and chief executive office shall be at the addresses specified in Schedule 6.13d (as such schedule may be amended from time to time upon 30 days prior written notice to the Trustee and the Master Collateral Agent). RCFC does not transact business under any other name, other than any new name adopted by RCFC pursuant to Section 7.21 hereof.

(e) All authorizations in this Base Indenture for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements, and other instruments with respect to the Collateral are powers coupled with an interest and are irrevocable for so long as this Base Indenture is in effect.

Section 6.14.

Non-Existence of Other Agreements .

Except as listed or described in Schedule 6.14 , as of the date of this Base Indenture, other than as permitted by Section 7.24 hereof (i) RCFC is not a party to any contract or agreement of any kind or nature and (ii) RCFC is not subject to any obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations.

Section 6.15.

Vehicle Disposition Programs .

RCFC is an authorized fleet purchaser under the Vehicle Disposition Programs operated by each Eligible Manufacturer with respect to Program Vehicles as defined in each Series Supplement for Outstanding Series of Notes. Each Vehicle Disposition Program with respect to Vehicles that are owned by RCFC and treated as Program Vehicles under the Series Supplement for any Series is in full force and effect and has not been assigned, transferred or pledged by RCFC other than to the Master Collateral Agent.

Section 6.16.

Governmental Authorization .

RCFC has all licenses, franchises, permits and other governmental authorizations necessary for all businesses presently carried on by it (including owning and leasing the Property owned and leased by it), except where failure to obtain such licenses, franchises, permits and other governmental authorizations would not have a Material Adverse Effect on it.

Section 6.17.

Compliance with Laws .

RCFC: (i) is not in violation of any law, ordinance, rule, regulation or order of any Governmental Authority applicable to it or its Property, which violation would have a Material Adverse Effect on it, and to the best of its knowledge, no such violation has been alleged, (ii) has filed in a timely manner all reports, documents and other materials required to be filed by it with any Governmental Authority (and the information contained in each of such filings is true, correct and complete in all material respects), except where failure to make such filings would not have a Material Adverse Effect on it, and (iii) has retained all records and

documents required to be retained by it pursuant to any Requirement of Law, except where failure to retain such records would not have a Material Adverse Effect on it.

[ANY ADDITIONAL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO A SERIES MAY BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH RESPECT TO SUCH SERIES]

ARTICLE 7.

COVENANTS

RCFC hereby covenants, for the benefit of the Trustee and the Noteholders, as follows:

Section 7.1.

Payment of Notes .

RCFC shall pay the principal of (and premium, if any) and interest on the Notes pursuant to the provisions of this Base Indenture and any applicable Series Supplement. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

Section 7.2.

Maintenance of Office or Agency .

RCFC will maintain an office or agency (which may be an office of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon RCFC in respect of the Notes and this Base Indenture may be served, and where, at any time when RCFC is obligated to make a payment of principal and premium upon the Notes, the Notes may be surrendered for payment. RCFC will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time RCFC shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

RCFC may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. RCFC will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

RCFC hereby designates the Corporate Trust Office of the Trustee as one such office or agency of RCFC in accordance with this Section 7.2 .

Section 7.3.

Information .

RCFC will deliver or cause to be delivered to the Trustee and the Rating Agencies:

(a) as soon as available and in any event within one hundred ten (110) days after the end of each fiscal year of DTAG, a copy of the audited consolidated balance sheet of DTAG and its Subsidiaries as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, prepared in reasonable detail and in accordance with GAAP, and certified by a firm of nationally-recognized independent public accountants as presenting fairly the financial condition and results of operations of DTAG, with such exceptions as may be noted in such accountants’ report;

(b) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (except the fourth fiscal quarter) of DTAG, copies of the unaudited consolidated balance sheet of DTAG and its Subsidiaries as at the end of such fiscal quarter and the related unaudited statements of earnings, stockholders’ equity and cash flows for the portion of the fiscal year through such fiscal quarter (as to the statements of earnings, for such fiscal quarter) in each case setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by the chief financial or accounting officer of DTAG as presenting fairly in all material respects the financial condition and results of operations of DTAG (subject to normal year-end adjustments); and

(c) from time to time such additional information regarding the financial position, results of operations, business or prospects of DTAG and its Subsidiaries as the Trustee, at the direction of the Required Noteholders of any Series of Notes, may reasonably request.

Section 7.4.

Payment of Obligations .

RCFC will pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including, without limitation, tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings, and will maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same, except where the failure to make such payments or maintain such reserves would not have a Material Adverse Effect on RCFC.

Section 7.5.

Maintenance of Property .

RCFC will keep, or will cause to be kept, all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted; provided , however , that nothing in this Section 7.5 shall require RCFC to maintain, or to make any renewals, replacements, additions, betterments or improvements of or to, any tangible Property, if such Property, in the reasonable opinion of RCFC, is obsolete or surplus or unfit for use or cannot be used advantageously in the conduct of the business of RCFC.

Section 7.6.

Maintenance of Existence; Foreign Qualification .

RCFC will do and cause to be done at all times all things necessary (i) except as otherwise permitted by Section 7.17 , to maintain and preserve its existence and remain in good

standing under the laws of the jurisdiction of its incorporation; (ii) to be duly qualified to do business and in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect on it; and (iii) to comply with all Obligations binding upon it, except to the extent that the failure to comply therewith would not, in the aggregate, have a Material Adverse Effect on it.

Section 7.7.

Compliance with Laws .

RCFC will comply in all material respects with all Requirements of Law and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not have a Material Adverse Effect on RCFC; provided , however , such noncompliance will not result in a Lien (other than a Permitted Lien) on any Property of RCFC.

Section 7.8.

Inspection of Property, Books and Records .

RCFC will keep proper books of record and account that are complete and accurate in all material respects in which full, true and correct entries shall be made of all dealings and transactions in relation to its Assets, business and activities in accordance with GAAP; and will permit the Trustee to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants, all with reasonable advance notice, at such reasonable times, and as often as may reasonably be desired.

Section 7.9.

Compliance with Related Documents .

RCFC will perform and comply with each and every representation, warranty, obligation, covenant and agreement required to be performed or observed by it in or pursuant to this Base Indenture and each other Related Document to which it is a party and will not take any action which would permit the Lessee or the Master Servicer to have the right to refuse to perform any of its obligations under this Base Indenture or any Related Document. RCFC will not amend the Lease, except in accordance with Article 11 hereof.

Section 7.10.

Notice of Defaults .

(a) Promptly upon becoming aware of any Potential Amortization Event or Amortization Event, RCFC shall give the Trustee and the Rating Agencies written notice thereof, together with a certificate of an Authorized Officer of RCFC setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by RCFC, and

(b) Promptly upon becoming aware of any default under any Related Document or under any Vehicle Disposition Program, RCFC shall give the Trustee, each Enhancement Provider and the Rating Agencies written notice thereof.

Section 7.11.

Notice of Material Proceedings .

Promptly upon becoming aware thereof, RCFC shall give the Trustee and the Rating Agencies written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting RCFC which, if adversely determined, would result in a Material Adverse Effect on RCFC.

Section 7.12.

Further Requests .

RCFC will promptly furnish to the Trustee, each Enhancement Provider and the Rating Agencies such other information as, and in such form as, the Trustee or such Enhancement Provider or the Rating Agencies may reasonably request.

Section 7.13.

Further Assurances .

(a) RCFC shall do such further acts and things, and to execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as is required or as the Trustee or the Required Noteholders reasonably determines to be necessary to carry into effect the purposes of this Base Indenture or the other Related Documents or to better assure and confirm unto the Trustee or the Noteholders their rights, powers and remedies hereunder and thereunder including, without limitation, the filing of any Certificates of Title (or amendments thereto) with respect to the Acquired Vehicles, and the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted hereby and by the Master Collateral Agency Agreement. RCFC also hereby authorizes the Trustee, as its attorney-in-fact and agent, to file any such Certificate of Title (or amendment thereto) with respect to the Acquired Vehicles, and any such financing statement or continuation statement without the signature of RCFC to the extent permitted by applicable law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly. RCFC shall designate all accounts as “securities accounts” within the meaning of Section 8-501 of the New York UCC, and execute and deliver a Control Agreement with respect to each such account. Without limiting the generality of the foregoing provisions of this Section 7.13(a) , RCFC shall take all actions that are required to maintain the security interest of the Trustee in the Collateral and of the Master Collateral Agent in the Master Collateral as a perfected security interest subject to no prior Liens (other than Permitted Liens to the extent provided herein and in the Related Documents), including, without limitation, (i) filing all Uniform Commercial Code financing statements, continuation statements and amendments thereto necessary to achieve the foregoing, (ii) entering into Control Agreements, and (iii) causing the notation of the lien of the Master Collateral Agent on the certificates of title for the Vehicles and causing the Master Servicer, as agent for the Master Collateral Agent, to maintain possession of the Certificates of Title for the benefit of the Trustee pursuant to Section 3.4 hereof.

(b) RCFC will warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and proceeds thereof, for the benefit of the Noteholders and the Trustee, against the claims and demands of all Persons whomsoever.

(c) Nothing herein shall relieve RCFC of its responsibility and liability with respect to its duties set forth in paragraphs (a) and (b) of this Section 7.13 for as long as this Base Indenture shall be in effect and any RCFC Obligations shall remain unpaid.

Section 7.14.

Vehicle Disposition Programs; Eligible Manufacturers .

With respect to any Vehicle Disposition Program for any model year after the date of this Base Indenture pursuant to which RCFC proposes to acquire Vehicles that will be treated as Program Vehicles under the Series Supplement for any Series of Notes, RCFC or the Master Servicer will provide a copy of the final terms of such Vehicle Disposition Program promptly upon becoming available to RCFC or the Master Servicer to each Rating Agency along with a written summary of the material changes, if any, to such Vehicle Disposition Program from the prior model year.

Section 7.15.

Liens .

RCFC will not create, incur, assume or permit to exist any Lien upon any of its Assets (including the Collateral and the Master Collateral), other than (i) Liens in favor of the Trustee for the benefit of the Noteholders, (ii) Liens in favor of the Master Collateral Agent for the benefit of the Trustee, and (iii) Liens created by or permitted under the Related Documents (including Permitted Liens).

Section 7.16.

Other Indebtedness .

RCFC will not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder, including Indebtedness representing the Retained Interest Amount; provided , however , that such Indebtedness is subject to the restrictions provided for in RCFC’s certificate of incorporation, (ii) Indebtedness permitted under any other Related Document and (iii) Indebtedness permitted under RCFC’s certificate of incorporation; and provided , further , that DTAG as holder of the Retained Interest shall not pledge, assign, grant a security interest in or otherwise transfer all or any portion of the stock of RCFC or the Retained Interest unless it is a pledge, assignment, grant or transfer of the economic interest in such stock or Retained Interest only, and RCFC has obtained from any such transferee an express written agreement and acknowledgement that such transferee has no ability to foreclose on the common stock of RCFC, vote the common stock of RCFC, make a legal claim directly against RCFC if no dividend or other distribution on its common stock has been declared by necessary corporate action and distributed on such common stock, and agreeing to the terms with respect to RCFC that are set forth in Sections 12.15 and 12.16 of this Base Indenture.

Section 7.17.

Mergers; Consolidations .

RCFC will not be a party to any merger or consolidation, other than: (i) a merger or consolidation of any Subsidiary of RCFC into or with RCFC (provided that RCFC is the

surviving corporation), and (ii) a merger or consolidation of RCFC into or with another Person if:

(A) the Person formed by such consolidation or into or with which RCFC is merged shall be a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, and, if RCFC is not the surviving entity, shall expressly assume, by an indenture supplemental hereto executed and delivered to the Trustee, the performance of every covenant and obligation of RCFC hereunder and under all other Related Documents; and

(B) RCFC has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental agreement comply with this Section 7.17 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 7.18.

Sales of Assets .

RCFC will not sell, lease, transfer, liquidate or otherwise dispose of any Assets, except as contemplated by the Related Documents and provided that the proceeds received by RCFC are paid directly to the Collection Account or the Master Collateral Account.

Section 7.19.

Acquisition of Assets .

RCFC will not acquire, by long-term or operating lease or otherwise, any Assets except pursuant to the terms of and as contemplated by the Related Documents.

Section 7.20.

Dividends, Officers’ Compensation, etc.

RCFC will not (i) declare or pay any dividends on any shares of any of its capital stock or make any other distribution on, or any purchase, redemption or other acquisition of, any of its capital stock except out of funds in the Retained Distribution Account or in any general account of RCFC or by cancellation of Indebtedness owing by DTAG to RCFC (including Indebtedness evidenced by the Demand Note), or (ii) pay any wages or salaries or other compensation to officers, directors, employees or others except out of earnings computed in accordance with GAAP and, in any case, only from funds in the Retained Distribution Account, in any general account of RCFC or except as expressly provided herein or in another Related Document.

Section 7.21.

Name; Principal Office .

RCFC will neither (a) change the location of its principal office without sixty (60) days’ prior notice to the Trustee and the Master Collateral Agent nor (b) change its name without prior notice to the Trustee and the Master Collateral Agent sufficient to allow the Trustee and the Master Collateral Agent to make all filings (including filings of financing statements on form UCC-1) and recordings necessary to perfect the interest of the Trustee in the Collateral pursuant to this Base Indenture and the interest of the Master Collateral Agent in the Master Collateral

pursuant to the Master Collateral Agency Agreement. In the event that RCFC desires to so change its office or change its name, RCFC will make any required filings, and prior to actually changing its office or its name, RCFC will deliver to the Trustee and the Master Collateral Agent (i) an Officers’ Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee in the Collateral and the perfected interest of the Master Collateral Agent in the Master Collateral in respect of the new office or new name of RCFC and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 7.22.

Organizational Documents .

RCFC will not amend any of its organizational documents, including its certificate of incorporation, without the written consent of the Rating Agencies and the Trustee, which consent shall not be sought unless and until RCFC shall first have obtained either (i) an Opinion of Counsel that such amendment would not cause RCFC to be subject to an increased risk of being substantively consolidated with DTAG or an Affiliate of DTAG in the event of an insolvency proceeding involving DTAG or an Affiliate of DTAG or (ii) an Opinion of Counsel reaffirming (after such amendment) the general conclusions in the opinion regarding substantive consolidation furnished by counsel to RCFC in connection with the issuance of each Series of Notes Outstanding at the time of such amendment.

Section 7.23.

Investments .

RCFC will not make, incur, or suffer to exist any loan, advance, extension of credit or other Investment in any Person other than with respect to Permitted Investments and, in addition, without limiting the generality of the foregoing, RCFC will not cause the Trustee to make any Permitted Investments on RCFC’s behalf that would have the effect of causing RCFC to be an “investment company” within the meaning of the Investment Company Act.

Section 7.24.

No Other Agreements .

RCFC will not (a) enter into or be a party to any agreement, instrument other than any Related Document or any documents related to any Enhancement or documents and agreements incidental thereto or entered into as contemplated in Section 7.26 , (b) except as provided for in Sections 11.1 or 11.2 and any applicable Series Supplement, amend or modify any provision of any Related Document to which it is a party, or (c) give any approval or consent or permission provided for in any Related Document, except as permitted in Section 3.2(a) .

Section 7.25.

Other Business .

RCFC will not engage in any business or enterprise or enter into any transaction other than the acquisition, financing, refinancing, leasing and disposition of Vehicles pursuant to the Lease and pursuant to the other Related Documents, the related exercise of its rights as lessor thereunder, the making of loans to DTAG pursuant to the Demand Note, the incurrence and payment of ordinary operating expenses, the issuing and selling of the Notes and other activities related to or incidental to any of the foregoing (including transaction or activities contemplated in Section 7.26 ).

Section 7.26.

Maintenance of Separate Existence .

To maintain its corporate existence separate and apart from that of DTAG and any other Affiliates of DTAG, RCFC will:

(a) practice and adhere to corporate formalities, such as maintaining appropriate corporate books and records;

(b) maintain at least one corporate director who is not an officer, director or employee of any of its Affiliates;

(c) own or lease (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business;

(d) refrain from (i) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (ii) having its obligations guaranteed by its Affiliates, (iii) holding itself out as responsible for debts of any of its Affiliates or for decisions or actions with respect to the affairs of any of its Affiliates, and (iv) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate, except to the extent that any amounts paid as premiums on said insurance policy are directly attributable to RCFC;

(e) maintain its deposit and other bank accounts and all of its Assets (other than certain Assets constituting Master Collateral and being paid into the Master Collateral Account) separate from those of any other Person other than the Trustee, the Paying Agent and the Master Collateral Agent;

(f) maintain its financial records and books of account separate and apart from those of any other Person;

(g) compensate all its employees, officers, consultants and agents for services provided to it by such Persons, or reimburse any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds;

(h) maintain office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a separate telephone number;

(i) account for and manage all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment by RCFC of all payroll, accounting and other administrative expenses and taxes;

(j) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software;

(k) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving RCFC or DTAG, or any Affiliate of RCFC or DTAG to substantively consolidate RCFC with DTAG or any Affiliate of RCFC or DTAG; and

(l) conduct all of its business (whether written or oral) solely in its own name.

RCFC acknowledges its receipt of a copy of all opinion letters issued by its counsel dated the date of issuance of each outstanding Series of Notes and addressing the issue of substantive consolidation as it may relate to RCFC and the Lessees and their Affiliates. 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 each such opinion letter and relating to RCFC; provided , however , that RCFC may cease to maintain any policy or procedure if and to the extent that RCFC delivers to the Trustee an Opinion of Counsel providing that such policy or procedure is no longer necessary, due to a change in law or otherwise, for the rendering of such earlier opinion relating to the issue of substantive consolidation.

Section 7.27.

Rule 144A Information Requirement .

For so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, RCFC covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to any Holder of Notes in connection with any sale thereof and any prospective purchaser of Notes from such Holder in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.

[ANY ADDITIONAL COVENANTS RELATED TO A SERIES MAY BE SET FORTH IN THE SERIES SUPPLEMENT FOR SUCH SERIES]

ARTICLE 8.

AMORTIZATION EVENTS AND REMEDIES

Section 8.1.

Amortization Events .

If any one of the following events shall occur during the Revolving Period, the Accumulation Period (if any) or the Controlled Amortization Period with respect to any Series of Notes sharing in a Group of Segregated Collateral:

(a) RCFC defaults in the payment of any interest on any Note of a Series in such Group (or in any other payment on any Note of a Series in such Group (other than as specified in clause (b) below)) when the same becomes due and payable and such default continues for a period of five (5) Business Days after the date that notice of the default is given to RCFC by the Trustee or given to RCFC and the Trustee by the Required Noteholders;

(b) RCFC defaults in the payment of any principal or premium on any Note of a Series in such Group when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(c) RCFC fails to comply with any of its other agreements or covenants in, or provisions of, the Notes of a Series in such Group or this Base Indenture and the failure to so comply materially and adversely affects the interests of the Noteholders of such Series and continues to materially and adversely affect the interests of the Noteholders of such Series for a period of sixty (60) days after the earlier of (i) the date on which a Responsible Officer of RCFC obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to RCFC by the Trustee or to RCFC and the Trustee by the Required Noteholders of such Series; provided , however , that if such failure cannot reasonably be cured within such sixty (60) day period, no Amortization Event shall result therefrom so long as, within such sixty (60) day period, RCFC (x) commences to cure same, (y) delivers written notice to the Trustee notifying the Trustee of such failure and setting forth the steps RCFC intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before the ninety (90) days after the earlier of the dates set forth in clause (i) and clause (ii) above;

(d) any Event of Bankruptcy occurs with respect to RCFC or DTAG;

(e) any Lease Event of Default occurs with respect to a Lease in the applicable Group of Segregated Collateral;

(f) RCFC becomes an “investment company” or becomes under the “control” of an “investment company” under the Investment Company Act of 1940, as amended;

(g) any representation made by RCFC or the Master Servicer in this Base Indenture, the Series Supplement for a Series of Notes sharing in a Group or any Related Document is false in any material respect, which false representation materially adversely affects the interests of the Noteholders of such Series of Notes in any material respect, and such false representation is not cured for a period of sixty (60) days after the earlier of (i) the date on which a Responsible Officer of Master Servicer or RCFC obtains, as applicable, knowledge thereof or (ii) the date that written notice thereof is given, as applicable, to Master Servicer or RCFC by the Trustee or to RCFC and the Trustee by the Required Noteholders of such Series; provided , however , that if such failure cannot reasonably be cured within such sixty (60) day period, no Amortization Event shall result therefrom so long as, within such sixty (60) day period, such party (x) commences to cure same, (y) delivers written notice to the Trustee notifying the Trustee of such failure and setting forth the steps such party intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before ninety (90) days after the earlier of the dates set forth in clause (i) and clause (ii) above; or

(h) with respect to a Series of Notes, any other event shall occur which may be specified in the Series Supplement for such Series of Notes as an “Amortization Event” applicable only to such Series of Notes;

then (i) in the case of any event described in clause (a) , (b) , (c) , (e) , (g) or, to the extent so specified in the applicable Series Supplement, (h) , above, either the Trustee (upon a Trust Officer of the Trustee obtaining actual knowledge of such an event), by written notice to RCFC, or the Required Noteholders of the applicable Series of Notes, by written notice to RCFC and the Trustee, may declare that an amortization event (“ Amortization Event ”) has occurred with respect to such Series as of the date of the notice, or (ii) in the case of any event described in clauses (d) and (f) , an Amortization Event with respect to all Series of Notes then outstanding shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders.

Section 8.2. Rights of the Trustee upon Amortization Event or Certain Other Events of Default .

(a) General . If and whenever an Amortization Event or certain events of default under any Enhancement Agreement (as specified in the applicable Series Supplement) shall have occurred and be continuing, the Trustee may and, at the direction of the Required Beneficiaries shall, exercise (or direct the Master Collateral Agent to exercise) from time to time any rights and remedies available to it under applicable law or any Related Document (including the Master Collateral Agency Agreement); provided , however , that if such Amortization Event is based solely on an event described in clauses (a) , (b) , (c) , (e) , (g) or (h) of Section 8.1 , then the Trustee’s rights and remedies pursuant to the provisions of this Section 8.2 shall, to the extent not detrimental to the rights of the Holders of the applicable Series of Notes, be limited to rights and remedies pertaining only to such Series of Notes. Any amounts obtained by the Trustee (or the Master Collateral Agent at the direction of the Trustee) on account of or as a result of the exercise by the Trustee of any right shall be held by the Trustee as additional Collateral for the repayment of the RCFC Obligations and shall be applied as provided in Article 4 hereof.

(b) Lease and Sublease . If a Liquidation Event of Default with respect to a Group shall have occurred and be continuing, the Trustee, at the written direction of the Required Beneficiaries for the related Group, shall direct RCFC and/or the Master Collateral Agent to exercise (and RCFC agrees to exercise) all its rights, remedies, powers, privileges and claims against the Lessee and the Eligible Franchisees under or in connection with the related Lease and the Subleases, respectively, and any party to any of the Related Documents, including the right or power to take any action to compel performance or observance by the Lessee and the Eligible Franchisees of their obligations to RCFC or of any related party with respect to such Lease and Lease Collateral, the right to take possession of any of the Vehicles under such Lease, subject to the rights of the Eligible Franchisees under the related Subleases, and to give any consent, request, notice, direction, approval, extension or waiver in respect of such Lease, and any right of RCFC to take such action independent of such direction shall be suspended.

(c) Collateral and Master Collateral . If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing with respect to a Group, the Trustee may, and at the written direction of the Required Beneficiaries of the related

Group (in the case of a Liquidation Event of Default) or at the written direction of the Required Beneficiaries of such Group (in the case of a Limited Liquidation Event of Default) shall, direct RCFC and/or the Master Collateral Agent to exercise (and RCFC agrees to exercise) all its rights, remedies, powers, privileges and claims with respect to the Collateral and Master Collateral. Upon the occurrence and continuation of a Liquidation Event of Default with respect to a Lease in a Group, without further instruction from the Required Beneficiaries of such Group, the Trustee shall immediately instruct RCFC and/or the Master Collateral Agent to deliver all Program Vehicles leased under the related Lease to the related Manufacturers or the designated Auction for repurchase or sale (after the minimum holding period specified in the Manufacturer’s Vehicle Disposition Program) and to the extent any Manufacturer or Auction fails to accept any such Vehicles under the terms of the applicable Vehicle Disposition Program or to the extent a Manufacturer Event of Default has occurred and is continuing with respect to the related Manufacturer, to sell or dispose (or cause to be sold or disposed) such Vehicles along with all Non-Program Vehicles in accordance with such Lease. Upon the occurrence and continuance of a Limited Liquidation Event of Default with respect to a Lease in a Group, the Trustee shall exercise the remedies described above only as and to the extent necessary to pay all interest and principal on each related Series of Notes in such Group. RCFC agrees to comply with all such instructions.

(d) Failure of RCFC or the Master Collateral Agent to Take Action . If RCFC or the Master Collateral Agent shall have failed, within fifteen (15) Business Days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish directions of the Trustee given pursuant to clauses (b) or (c) above, the Trustee may, and at the written direction of the Required Noteholders of each Series of Notes sharing in the Group (with respect to any Limited Liquidation Event of Default) or the Required Beneficiaries of such Group (with respect to any Amortization Event, Liquidation Event of Default or Manufacturer Event of Default) shall, subject (as applicable) to the terms of the Master Collateral Agency Agreement, take such previously directed action (and any related action as permitted under this Base Indenture thereafter determined by the Trustee to be appropriate without the need under this provision or any other provision under this Base Indenture to direct RCFC and/or the Master Collateral Agent to take such action) on behalf of RCFC and such Noteholders.

(e) Right to Appointment of Receiver . In the event that the Trustee determines to take action pursuant to the provisions of clause (d) above, the Trustee may, without notice to RCFC, the Master Servicer or any Lessee under the affected Lease, subject to the rights of Franchisees under the Subleases, direct the Master Collateral Agent to enter into legal proceedings for the appointment of a receiver to take possession of the Vehicles under such affected Lease pending the sale thereof and in any such event the Trustee shall be entitled to the appointment of a receiver, and none of RCFC, the Master Servicer or any Lessee under such affected Lease shall object to such appointment.

(f) Right of RCFC to Cure Asset Amount Deficiency . Unless otherwise provided in the Series Supplement for a Series and notwithstanding anything to the contrary contained in this Section 8 , if (i) a Rapid Amortization Period commences with respect to any Series of Notes as a result of an Amortization Event resulting from an Asset Amount Deficiency with respect to such Series of Notes, (ii) during such Rapid Amortization Period (but prior to the Series Termination Date with respect to such Series of Notes and prior to the commencement by

the Trustee of its remedies under this Section 8 ) the Asset Amount Deficiency with respect to such Series is cured, (iii) no other Amortization Event then exists and is continuing, and (iv) RCFC delivers to the Trustee an Officers’ Certificate stating that such Asset Amount Deficiency has been cured and requesting that such Rapid Amortization Period terminate, then such Rapid Amortization Period shall automatically terminate as of the date the foregoing conditions are satisfied and the applicable Revolving Period, Accumulation Period or Controlled Amortization Period that would have been in effect if such Rapid Amortization Period had not commenced shall commence or recommence; provided , however , (x) no Revolving Period, Accumulation Period or Controlled Amortization Period shall be extended as a result of such Rapid Amortization Period interrupting the applicable Revolving Period, Accumulation Period or Controlled Amortization Period, (y) no Controlled Amortization Amount shall change as a result of such Rapid Amortization Period changing the timing or amounts of payments made during any applicable Controlled Amortization Period and RCFC shall be obligated to pay the full amount of all Controlled Distribution Amounts notwithstanding that such payments may cause the Controlled Amortization Period to terminate sooner than otherwise expected, and (z) if at the time of the termination of such Rapid Amortization Period pursuant to the provisions of this Section 8.2 such Series of Notes would otherwise be in a Rapid Amortization Period, then such Rapid Amortization Period will not terminate but shall continue uninterrupted.

Section 8.3.

Special Provisions Concerning Sale of Vehicles .

(a) If and to the extent that an Asset Amount Deficiency with respect to a Series of Notes occurs as a result of a Manufacturer Event of Default, the Trustee shall have the right to (and shall, upon the written direction of the Required Beneficiaries of the applicable Group) direct the Master Collateral Agent to take such reasonable actions at reasonable expense necessary to sell, or cause RCFC or a Lessee to sell, Vehicles in such Group owned by RCFC or a Lessee and purchased from such Manufacturer, at a public or private sale until sufficient proceeds have been realized to cure such Asset Amount Deficiency; provided , however , that the Lessees under the Leases related to such Group shall have a right of first refusal in connection with any such sale. If the Master Collateral Agent shall have failed, within 15 Business Days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish such directions of the Trustee, the Trustee may, subject to the terms of the Master Collateral Agency Agreement, take such previously directed action (and any related action as permitted under this Base Indenture thereafter determined by the Trustee to be appropriate without the need under this provision or any other provision under this Base Indenture to direct the Master Collateral Agent to take such action) on behalf of RCFC and the Noteholders of such Group. The Trustee may, subject to the rights of Franchisees under the Subleases, direct the Master Collateral Agent to take legal proceedings for the appointment of a receiver or receivers (to which the Trustee shall be entitled as a matter of right) to take possession of the Vehicles leased under the Leases of such Group pending the sale thereof pursuant either to the powers of sale granted by this Base Indenture and the Master Collateral Agency Agreement or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the enforcement of this Base Indenture and the Master Collateral Agency Agreement.

(b) Upon any sale of any of the Collateral or Master Collateral directly by the Trustee or the Master Collateral Agent at the direction of the Trustee, whether made under the

power of sale given under Section 8.2(c) or this Section 8.3 or under judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Base Indenture:

(i) the Trustee, any Noteholder and/or any Enhancement Provider may bid for and purchase the Property being sold for reasonable consideration, and upon compliance with the terms of sale may hold, retain and possess and dispose of such Property in its own absolute right without further accountability;

(ii) the Trustee or the Master Collateral Agent at the direction of the Trustee may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the Property sold;

(iii) the Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of RCFC, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the Property thus sold and for such other purposes as are necessary or desirable to effectuate the provisions (including, without limitation, this Section 8.3 ) of this Base Indenture, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more Persons with like power, RCFC hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof, but if so requested by the Trustee or by any purchaser, RCFC shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser all Property, deeds, bills of sale, instruments of assignment and transfer and releases as may be designated in any such request;

(iv) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of RCFC of, in and to the Property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against RCFC, its successors and assigns, and against any and all Persons claiming or who may claim the Property sold or any part thereof from, through or under RCFC, its successors or assigns;

(v) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and

(vi) to the extent that it may lawfully do so, RCFC agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Base Indenture, the applicable Series Supplement or any of the Related Documents.

(c) In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the Collateral and the Master Collateral, respectively, the Trustee and the Master Collateral Agent shall (subject to the foregoing provisions in respect of the Vehicles) have all of the rights and remedies of secured parties under the New York UCC and any other applicable law as enacted in any applicable jurisdiction.

Section 8.4.

Other Remedies .

If an Amortization Event with respect to all or any Series of Notes occurs and is continuing, and a Trust Officer of the Trustee has actual knowledge thereof, the Trustee (or the Master Collateral Agent at the direction of the Trustee) may pursue any available remedy to collect the payment of principal or interest on the applicable Notes of such affected Series or to enforce the performance of any provision of the applicable Notes, this Base Indenture or any applicable Series Supplement. If an Amortization Event has occurred in accordance with Section 8.1 , the Trustee shall instruct RCFC to cease issuing Notes sharing in the same Group as the Series experiencing such Amortization Event, and the right of RCFC to issue Notes sharing in such Group shall automatically terminate. In addition, the Trustee may, or shall at the written direction of the Required Beneficiaries of such Group (or the Required Noteholders, in the case of an Amortization Event that affects only one Series of Notes), direct RCFC or the Master Collateral Agent to exercise any rights or remedies under any Related Document or under applicable law or otherwise.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding, and any such proceeding instituted by the Trustee shall be in its own name as trustee.

Section 8.5.

Waiver of Past Events .

Subject to Section 11.2 hereof and unless otherwise specified in the Series Supplement for a Series, the Noteholders of any Series owning an aggregate Principal Amount of Notes in excess of 66-2/3% of the aggregate Principal Amount of the Outstanding Notes of such Series, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event under clauses (a) or (b) of Section 8.1 occurring with respect to such Series and its consequences except a continuing Potential Amortization Event or Amortization Event in the payment of the principal of or interest on any Note of such Series. Unless otherwise specified in the Series Supplement for a Series, the holders of any Series owning an aggregate Principal Amount in excess of 50% of the aggregate Principal Amount of Outstanding Notes of such Series, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event related to clauses (c) , (g) and (h) of Section 8.1 which relate to such Series and its consequences. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to such Series, and any Amortization Event with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Base Indenture; but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon. Unless otherwise specified in the Series Supplement for a Series, a Potential Amortization Event or an Amortization Event related to clauses (d) , (e) and (f) of Section 8.1 shall not be subject to waiver.

Section 8.6.

Control by Required Beneficiaries and Required Noteholders .

Unless otherwise specified in the Series Supplement for a Series, the Required Beneficiaries with respect to Series of Notes in a Group and, with respect to a Series of Notes not sharing in a Group, the Required Noteholders of such Series, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, subject to Section 9.1 , the Trustee may refuse to follow any direction that conflicts with law or this Base Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Noteholders, or that may involve the Trustee in personal liability.

Section 8.7.

Limitation on Suits .

Any other provision of this Base Indenture to the contrary notwithstanding but unless otherwise specified in the Series Supplement for a Series, a Noteholder may pursue a remedy with respect to this Base Indenture or the Notes only if:

(a) The Noteholder gives to the Trustee written notice of a continuing Amortization Event occurring with respect to that Series of Notes;

(b) The Noteholders of at least 25% in Principal Amount of all then Outstanding Series of Notes sharing in a Group of Segregated Collateral make a written request to the Trustee to pursue the remedy;

(c) Such Noteholder or Noteholders as specified in clause (b) above offer and, if requested, provide to the Trustee an indemnity satisfactory to the Trustee against any loss, liability or expense;

(d) The Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e) During such 60-day period the Required Beneficiaries with respect to such Group of Segregated Collateral do not give the Trustee a direction inconsistent with the request.

A Noteholder may not use this Base Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 8.8.

Unconditional Rights of Holders to Receive Payment .

Notwithstanding any other provision of this Base Indenture, the right of any Noteholder of a Note to receive payment of principal and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Noteholder.

Section 8.9.

Collection Suit by the Trustee .

If any Amortization Event specified in clauses (a) or (b) of Section 8.1 occurs and is continuing with respect to a Series of Notes, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against RCFC for the whole amount of principal and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, any interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 8.10.

The Trustee May File Proofs of Claim .

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to RCFC (or any other obligor upon the Notes), its creditors or its Property, and shall be entitled and empowered to collect, receive and distribute any money or other Property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.5 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.5 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, Notes and other properties which the Noteholders of the Notes may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 8.11.

Priorities .

If the Trustee collects any money pursuant to this Article, the Trustee shall pay out the money in accordance with the provisions of Article 4 of this Base Indenture as supplemented by the provisions of each Series Supplement hereto.

Section 8.12.

Undertaking for Costs .

In any suit for the enforcement of any right or remedy under this Base Indenture or any Series Supplement or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a Court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the Court in its discretion may assess reasonable

costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.

Section 8.13.

Rights and Remedies Cumulative .

No right or remedy herein conferred upon or reserved to the Trustee or to the holders of Notes is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Base Indenture and the applicable Series Supplement or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Base Indenture and the applicable Series Supplement, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 8.14.

Delay or Omission Not Waiver .

No delay or omission of the Trustee or of any holder of any Note to exercise any right or remedy accruing upon any Amortization Event shall impair any such right or remedy or constitute a waiver of any such Amortization Event or an acquiescence therein. Every right and remedy given by this Article 8 or by law to the Trustee or to the holders of Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such holders of Notes, as the case may be.

ARTICLE 9.

THE TRUSTEE

Section 9.1.

Duties of the Trustee .

(a) If an Amortization Event with respect to a Series of Notes has occurred and is continuing and a Trust Officer of the Trustee has received written notice thereof or has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Base Indenture and the applicable Series Supplement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided , however , that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which a Trust Officer has not received notice or obtained actual knowledge; provided , further , however , that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence or willful misconduct.

(b) Except during the occurrence and continuance of an Amortization Event with respect to a Series of which the Trustee has actual knowledge:

(i) The Trustee undertakes to perform only those duties that are specifically set forth in this Base Indenture, each Series Supplement and the Related Documents and no others, and no implied covenants or obligations shall be read into this Base Indenture, any Series Supplement or any Related Documents against the Trustee; and

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Base Indenture, the applicable Series Supplement and the Related Documents. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Base Indenture, the applicable Series Supplement and the Related Documents.

(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) This clause does not limit the effect of clause (b) of this Section 9.1 .

(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.6 .

(iv) The Trustee shall not be charged with knowledge of any default by the Master Servicer in the performance of its obligations under this Base Indenture, each Series Supplement, and Lease or the Master Collateral Agency Agreement unless a Trust Officer has actual knowledge thereof.

(d) Notwithstanding anything to the contrary contained in this Base Indenture, each Series Supplement or any of the Related Documents, no provision of this Base Indenture, the Series Supplements or the Related Documents shall require the Trustee to expend or risk its own funds or incur any liability if there is reasonable ground (as determined by the Trustee in its sole discretion) for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of this Base Indenture, the Series Supplements or the Related Documents. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be required to perform the obligations of, to monitor or to be responsible for the manner of performance of the Master Servicer under this Base Indenture, any Series Supplement or any Related Document unless the Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with terms of this Base Indenture, each Series Supplement or any Related Document, in which case it shall not incur any liability for acts or omissions of the prior Master Servicer.

(e) In the event that the Paying Agent or Registrar is other than the Trustee, and the Paying Agent or Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Registrar, as the case may be, under this Base Indenture, the Trustee shall be obligated as soon as practicable upon actual

knowledge of a Trust Officer thereof and in each case, subject to the Trustee’s prior receipt of all information, documents and funds, if any, necessary to perform such function, undertake such obligation, duty or agreement in the manner so required.

(f) Subject to Section 9.3 , all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee may allow and credit to RCFC interest agreed upon by RCFC and the Trustee from time to time as may be permitted by law.

Section 9.2.

Rights of the Trustee .

Except as otherwise provided by Section 9.1 :

(a) The Trustee may rely and shall be protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed or presented by the proper Person.

(b) The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through agents, custodians and nominees and shall not be responsible for the misconduct or negligence of any agent, custodian or nominee appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Base Indenture.

(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of an Amortization Event (which has not been cured and of which a Trust Officer of the Trustee has received written notice or has actual knowledge), to exercise such of the rights and powers vested in it by this Base Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing

so to do by the Required Noteholders of any Series which could be adversely affected if the Trustee does not perform such acts.

(g) The Trustee shall not be liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct, negligence or bad faith.

Section 9.3.

Individual Rights of the Trustee .

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with RCFC or an Affiliate of RCFC with the same rights it would have if it were not Trustee. Any Paying Agent may do the same with like rights. However, the Trustee is subject to Section 9.8 .

Section 9.4.

Notice of Amortization Events and Potential Amortization Events .

If an Amortization Event or a Potential Amortization Event occurs and is continuing with respect to a Series and if a Trust Officer of the Trustee receives written notice thereof, the Trustee shall promptly provide the Noteholders of such Series with notice of such Amortization Event or the Potential Amortization Event, if such Notes are represented by a global Note, by telephone and facsimile, and, if such Notes are represented by Definitive Notes, by first class mail.

Section 9.5.

Compensation .

(a) The Master Servicer shall promptly pay to the Trustee from time to time reasonable compensation for its acceptance of this Base Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Master Servicer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include (i) the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and (ii) the reasonable expenses of the Trustee’s agents in administering the Collateral.

(b) The indemnification provisions in favor of the Trustee and its officers, directors, agents and employees provided for in any Lease are hereby incorporated by reference with the same force and effect as if set forth herein in full. The Master Servicer shall not be required to reimburse any expense or indemnify the Trustee against any loss, liability, or expense to the extent incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence or bad faith.

(c) When the Trustee incurs expenses or renders services after an Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.

(d) This Section 9.5 shall survive the termination of this Base Indenture, the Leases and the Master Collateral Agency Agreement, the maturity of the Notes, and the

resignation or removal of Deutsche Bank Trust Company Americas, as Trustee, and/or as Master Collateral Agent.

Section 9.6.

Replacement of the Trustee .

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

(b) The Trustee may, after giving forty-five (45) days prior written notice to RCFC, the Master Servicer and to each Noteholder, resign at any time and be discharged from the trust hereby created by so notifying RCFC and the Master Servicer; provided , however , that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Required Beneficiaries for each Group may remove the Trustee by so notifying the Trustee, the Master Servicer and RCFC. RCFC or the Master Servicer may remove the Trustee if:

(i)

the Trustee fails to comply with Section 9.8 ;

(ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee, as debtor, under any Insolvency Law;

(iii) a custodian or public officer takes charge of the Trustee or its Property; or

(iv)

the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, RCFC or the Master Servicer shall promptly appoint an alternate successor Trustee. Within one year after the successor Trustee takes office, the Required Beneficiaries for each Group may appoint an alternative successor Trustee to replace the successor Trustee appointed by RCFC.

(c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Master Servicer, RCFC or any Noteholder may petition any Court of competent jurisdiction for the appointment of a successor Trustee.

(d) If the Trustee, after written request by any Noteholder who has been a Noteholder for at least six (6) months, fails to comply with Section 9.8 , such Noteholder may petition any Court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Master Servicer and to RCFC. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture and any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all Property held by it as Trustee to the successor Trustee; provided , however ,

that all sums owing to the Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 9.6 or the termination of this Base Indenture, the Master Servicer’s obligations under Section 9.5 hereof shall continue for the benefit of the retiring Trustee.

Section 9.7.

Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 9.8.

Eligibility Disqualification .

(a) There shall at all times be a Trustee hereunder which shall be (i) a corporation organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) subject to supervision or examination by Federal or state authority and shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, (iii) a member bank of the Federal Reserve System, and (iv) if such Trustee is other than Deutsche Bank Trust Company Americas, acceptable to the Required Beneficiaries of each Group.

(b) If at any time the Trustee shall cease to satisfy the eligibility requirements of clauses (a)(i) through (a)(iii) above, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.6 .

Section 9.9.

Appointment of Co-Trustee or Separate Trustee .

(a) Notwithstanding any other provisions of this Base Indenture or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 9.9 , such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 9.8 , and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 9.6 . No co-trustee shall be appointed without the consent of the Master Servicer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) The Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;

(ii) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether or not acting as Trustee hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(iii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iv) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article 9 . Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or Property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture or any Series Supplement, specifically including every provision of this Base Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer.

(d) Any separate trustee or co-trustee may at any time authorize the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture or any Series Supplement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e) In connection with the appointment of a co-trustee, the Trustee may, at any time, at the Trustee’s sole cost and expense, without notice to the Noteholders, delegate its duties under this Base Indenture and any Series Supplement to any Person who agrees to conduct such duties in accordance with the terms hereof; provided , however , that no such delegation shall relieve the Trustee of it obligations and responsibilities hereunder with respect to any such delegated duties.

Section 9.10.

Representations and Warranties of Trustee .

The Trustee represents and warrants that:

(i) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York;

(ii) The Trustee has full power, authority and right to execute, deliver and perform this Base Indenture and any Series Supplement issued concurrently with this Base Indenture and to authenticate the Notes, and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture and any Series Supplement issued concurrently with this Base Indenture and to authenticate the Notes;

(iii) This Base Indenture has been duly executed and delivered by the Trustee;

(iv) The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 9.8 hereof; and

(v) The Trustee makes no representations or warranties as to the enforceability or validity of the Notes, or the sufficiency of any collateral in respect of such Note.

Section 9.11.

Knowledge of the Trustee .

For purposes hereof, a Trust Officer of the Trustee shall not be deemed to have “knowledge” of a matter, event or occurrence solely by reason of such matter, event or occurrence being within the public domain as, for example, displayed in the media (including, without limitation, newspaper, radio, television or periodical magazine).

ARTICLE 10.

DISCHARGE OF INDENTURE

Section 10.1.

Termination of RCFC’s Obligations .

(a) This Base Indenture shall cease to be of further effect (except that the Master Servicer’s obligations under Section 9.5 and RCFC’s, the Trustee’s and Paying Agent’s obligations under Sections 10.2 and 10.3 shall survive) when all Outstanding Notes theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes which have been replaced or paid) to the Trustee for cancellation and RCFC has paid all sums payable hereunder.

(b) In addition, except as may be provided to the contrary in any Series Supplement with respect to a Group, RCFC may terminate all of its obligations under this Base Indenture with respect to all such Series of Notes sharing in a Group if:

(i) RCFC irrevocably deposits in trust with the Trustee or, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and RCFC under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations sufficient and available to pay when

due principal and interest on all the Notes of all Series sharing in a Group to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder and under the related Series Supplement; provided , however , that (1) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (2) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to all the Notes of all Series sharing in a Group and to the payment of all such other sums;

(ii) RCFC delivers to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Base Indenture have been complied with, and an Opinion of Counsel and a certificate from a firm of certified public accountants to the same effect; and

(iii)

Such termination will satisfy the Rating Agency Condition.

(c) After such irrevocable deposit made pursuant to Section 10.1(b) and satisfaction of the other conditions set forth therein, or the satisfaction of the conditions set forth in Section 10.1(a) , the Trustee upon request shall acknowledge in writing the discharge of RCFC’s obligations under this Base Indenture with respect to the Series of Notes sharing in such Group, except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

“U.S. Government Obligations” means direct obligations of the United States of America, or any agency or instrumentality thereof for the payment of which the full faith and credit of the United States of America is pledged.

Section 10.2.

Application of Trust Money .

The Trustee or a trustee satisfactory to the Trustee and RCFC shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 10.1 . The Trustee shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent in accordance with this Base Indenture to the payment of principal and interest on the Notes.

The provisions of this Section shall survive the expiration or earlier termination of this Base Indenture.

Section 10.3.

Repayment to RCFC .

The Trustee and the Paying Agent shall promptly pay or return to RCFC upon written request any excess money or pursuant to Sections 2.11 and 2.14 any Notes held by them at any time.

Subject to Section 2.7(c) , the Trustee and the Paying Agent shall pay to RCFC upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years after the date upon which such payment shall have become due.

The provisions of this Section shall survive the expiration or earlier termination of this Base Indenture.

ARTICLE 11.

AMENDMENTS

Section 11.1.

Without Consent of the Noteholders .

Without the consent of any Noteholder but with the consent of RCFC, the Master Servicer, the Trustee, and each applicable Enhancement Provider and upon meeting the Rating Agency Condition, at any time and from time to time, may enter into one or more Supplements hereto, for any of the following purposes:

(a) to create a new Series of Notes (including, without limitation, making such modifications to this Base Indenture and the other Related Documents as may be required to set forth the terms applicable to such Series of Notes, to issue a Segregated Series of Notes or to create a new Group)(any such Supplement being referred to herein as a “Series Supplement”);

(b) to amend the definitions of “Eligible Vehicle Disposition Program” or “Eligible Manufacturer” and to make changes related to such amendments;

(c) to add to the covenants of RCFC for the benefit of the Noteholders of all or any Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon RCFC ( provided , however , that RCFC will not pursuant to this subsection 11.1(c) surrender any right or power it has against the Master Servicer, the Lessee or any Manufacturer);

(d) to mortgage, pledge, convey, assign and transfer to the Trustee any Property or Assets as security for the Notes and to specify the terms and conditions upon which such Property or Assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Base Indenture or as may, consistent with the provisions of this Base Indenture, be deemed appropriate by RCFC and the Trustee, or to correct or amplify the description of any such Property or Assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;

(e) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Supplement or in any Notes issued hereunder;

(f) to add to or change any of the provisions of this Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes, registrable or not registrable as to principal, and with or without interest coupons;

(g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or

(h)

to amend, supplement, revise or correct any provision herein;

provided , however , that, such action shall not, as evidenced by an Officer’s Certificate or an Opinion of Counsel which may be based on an Officer’s Certificate, adversely affect in any material respect the interests of any Noteholders. Upon the request of RCFC, accompanied by a resolution of the Board of Directors of RCFC authorizing the execution of any Supplement to effect such amendment, and, subject to Section 11.6 , the Trustee shall join with RCFC in the execution of any Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Section 11.2.

With Consent of the Noteholders .

Except as provided in Section 11.1 , the provisions of this Base Indenture may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by RCFC, the Master Servicer, the Trustee, the Required Beneficiaries (or the Required Noteholders of a Series of Notes, in respect of any amendment, modification or waiver to this Base Indenture or the Series Supplement with respect to such Series of Notes which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, as substantiated by an Opinion of Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer’s Certificate as to the truth of such factual matter), and such other parties as may be specified in each Series Supplement for a Series of Notes, and upon meeting the Rating Agency Condition. Notwithstanding the foregoing:

(i) any modification of this Section 11.2 or any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in Principal Amount of the Notes will require the consent of each affected Noteholder or, as applicable, Noteholders holding the relevant percentage in Principal Amount of the Notes; and

(ii) any amendment, waiver or other modification that would (a) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the Principal Amount of or rate of interest on any Note) shall require the consent of each affected Noteholder; (b) approve the assignment or transfer by RCFC of any of its rights or obligations hereunder will

require the consent of each Noteholder; (c) release RCFC of any obligation hereunder will require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder will require the consent of such Noteholder; (e) release any Collateral other than in accordance with the terms hereof and of the Related Documents; or (f) amend or otherwise modify any Amortization Event will require the consent of each affected Noteholder.

No failure or delay on the part of any Noteholder or the Trustee in exercising any power or right under this Base Indenture or any other Related Document 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.

Section 11.3.

Supplements and Series Supplements .

Each amendment or other modification to this Base Indenture or the Notes shall be set forth in a Supplement. Once a Series Supplement has been duly executed and delivered as provided in this Article 11, each such Series Supplement may be further amended as provided for in such Series Supplement only and this Article 11 shall not apply to such further amendments and modifications.

Section 11.4.

Revocation and Effect of Consents .

Until an amendment or waiver becomes effective, a consent to it by a Noteholder of a Note is a continuing consent by the Noteholder and every subsequent Noteholder of a Note or portion of a Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent is not made on any Note. However, any such Noteholder or subsequent Noteholder may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Noteholder. RCFC may fix a record date for determining which Noteholders must consent to such amendment or waiver.

Section 11.5.

Notation on or Exchange of Notes .

The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated. RCFC in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 11.6.

The Trustee to Sign Amendments, etc.

The Trustee, in connection with signing any Supplement authorized pursuant to this Article 11 , shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 9.1 , shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by this Base Indenture and that it will be valid and binding upon RCFC in accordance with its terms. RCFC may not sign a Supplement until its Board of Directors approves it.

ARTICLE 12.

MISCELLANEOUS

Section 12.1.

Notices .

(a) Unless otherwise specified in a Series Supplement for a Series of Notes, any instruction, notice or communication by RCFC or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to RCFC:

5330 East 31st Street, Suite 100

Tulsa, Oklahoma 74135-0985

Attn:

Pamela S. Peck

Vice President and Treasurer

Phone:

(918) 669-2550

Fax:

(918) 669-2301

If to the Trustee (with copy in each instance to the Paying Agent at the same address or, if the Trustee is not the Paying Agent, at such address as has been provided by notice pursuant to this Section 12.1 ):

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attn:

Corporate Trust and Agency Group

Phone:

(212) 250-2894

Fax:

(212) 553-2462

RCFC or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications; provided , however , RCFC may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.

Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by telecopier shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier.

Notwithstanding any provisions of this Base Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to this Base Indenture or the Notes.

If RCFC mails a notice or communication to Noteholders, it shall mail a copy to the Trustee and the Master Collateral Agent (if the Master Collateral Agent is other than the Trustee) at the same time.

(b) Where this Base Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided or unless otherwise provided in the Series Supplement for a Series of Notes) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice. In any case where notice to Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where this Base Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 12.2.

Communication by Noteholders With Other Noteholders .

Noteholders may communicate with other Noteholders with respect to their rights under this Base Indenture or the Notes.

Section 12.3.

Certificate as to Conditions Precedent .

Upon any request or application by RCFC to the Trustee to take any action under this Base Indenture, RCFC shall furnish to the Trustee upon request by the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Base Indenture relating to the proposed action have been complied with.

Section 12.4.

Rules by the Trustee and the Paying Agent .

The Trustee may make reasonable rules for action by or at a meeting of Noteholders. The Registrar or Paying Agent may institute reasonable requirements in order to perform its functions.

Section 12.5.

Duplicate Originals .

The parties may sign any number of copies of this Base Indenture. One signed copy is enough to prove this Base Indenture.

Section 12.6.

Benefits of Indenture .

Nothing in this Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Base Indenture.

Section 12.7.

Payment on Business Day .

Unless otherwise specified in the Series Supplement for a Series of Notes, in any case where any Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of this Base Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Payment Date, redemption date, or maturity date; provided , however , that no interest shall accrue for the period from and after such Payment Date, redemption date, or maturity date, as the case may be to and including such next succeeding Business Day.

Section 12.8.

Governing Law .

The laws of the State of New York, including, without limitation, the New York UCC, but excluding any conflicts of laws, shall govern and be used to construe this Base Indenture and the Notes and the rights and duties of the Trustee, Registrar, Paying Agent, Noteholders and Note Owners.

Section 12.9.

No Adverse Interpretation of Other Agreements .

This Base Indenture may not be used to interpret another indenture, loan or debt agreement of RCFC or an Affiliate of RCFC. Any such indenture, loan or debt agreement may not be used to interpret this Base Indenture.

Section 12.10.

Successors .

All agreements of RCFC in this Base Indenture and the Notes shall bind its successor; provided , however , RCFC may not assign its obligations or rights under this Base Indenture or any Related Document. All agreements of the Trustee in this Base Indenture shall bind its successor.

Section 12.11.

Severability .

In case any provision in this Base Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.12.

Counterpart Originals .

The parties may sign any number of copies of this Base Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.13.

Table of Contents, Headings, etc.

The Table of Contents and headings of the Articles and Sections of this Base Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.14.

Termination; Collateral .

This Base Indenture, and any grants, pledges and assignments hereunder, are effective on the date hereof and shall terminate when (a) all RCFC Obligations shall have been fully paid and satisfied, (b) the obligations of each Enhancement Provider under any Enhancement and related documents have terminated, and (c) any Enhancement shall have terminated, at which time the Trustee, at the request of RCFC and upon receipt of an Officers’ Certificate from RCFC to the effect that the conditions in clauses (a) , (b) and (c) above have been complied with and upon receipt of a certificate from each Enhancement Provider to the effect that the conditions in clauses (a) , (b) and (c) above relating to the RCFC Obligations to the Noteholders and each Enhancement Provider have been complied with, shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Collateral and documents then in the custody or possession of the Trustee promptly to RCFC.

RCFC and the Noteholders hereby agree that, if any Deposited Funds remain on deposit in the Collection Account after the termination of this Base Indenture, such amounts shall be released by the Trustee and paid to RCFC at its written request.

Section 12.15.

No Bankruptcy Petition Against RCFC .

Each of the Noteholders, the Trustee, the Master Servicer and the Retained Interestholder hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it 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; provided , however , that nothing in this Section 12.15 shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC pursuant to this Base Indenture. In the event that any such Noteholder, the Trustee or the Master Servicer takes action in violation of this Section 12.15 , RCFC shall file an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Noteholder, the Trustee or the Master Servicer against RCFC or the commencement of such action and raising the defense that such Noteholder, the Trustee or the Master Servicer 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. The provisions of this Section 12.15 shall survive the termination of this Base Indenture, and the resignation or removal of the Master Servicer or the Trustee. Nothing contained herein shall preclude participation by any Noteholder, the Trustee or

the Master Servicer in the assertion or defense of its claims in any such proceeding involving RCFC.

Section 12.16.

Limited Recourse; Subordination .

The obligations of RCFC under this Base Indenture are solely the corporate obligations of RCFC. Further, the obligations of RCFC under this Base Indenture with respect to a Series of Notes issued hereunder shall be limited to recourse against the Group of Segregated Collateral securing such Series of Notes and such obligations of RCFC shall be paid only in accordance with the terms of the Indenture applicable to such Series of Notes. If all the amounts ultimately realized on the Collateral in the Group of Segregated Collateral securing one or more Series of Notes are insufficient to satisfy RCFC’s obligations under the Indenture applicable to such Series of Notes, RCFC shall have no further liability under this Base Indenture and any outstanding obligations of RCFC shall be extinguished as against the secured parties with respect to any such Series of Notes. No recourse shall be had against any officer, member, director, employee, security holder or incorporator of RCFC or its Affiliates or their respective successors or assigns for the payment of any amounts payable under this Base Indenture. To the extent that the Trustee on behalf of the secured parties with respect to a Series of Notes is deemed to have any interest in the Collateral of a Group of Segregated Collateral not designated in the related Series Supplement as securing such Series of Notes, the Trustee on behalf of such secured parties with respect to such Series of Notes agrees that its interests in such other Group of Segregated Collateral are subordinated in all respects to the claims or rights of the secured parties with respect to all Series of Notes designated in their related Series Supplements as being secured by such Group of Segregated Collateral. This Base Indenture shall constitute a Subordination Agreement for purposes of Section 510(a) of the Bankruptcy Code. This Section 12.16 shall survive termination of this Base Indenture for any reason whatsoever.

Fees, expenses or costs payable by RCFC under this Base Indenture shall be payable by RCFC to the extent and only to the extent that RCFC is reimbursed therefor pursuant to the Lease or the Related Documents, or funds are then available or thereafter become available for such purpose pursuant to Article 4 . Each secured party under this Base Indenture agrees to this Section 12.16 and waives (to the extent permitted by law) any other such rights of recourse.

Section 12.17.

Confidentiality .

The Trustee shall not disclose any Confidential Information to any Person without the consent of DTG Operations, DTAG or RCFC, except as otherwise authorized or permitted hereunder, or any documentation related hereto, or as may be necessary for the Trustee to perform its duties hereunder, or as may be necessary in connection with its corporate trust business and administration (including audits, regulatory reporting, and accounting inquiries), provided, however, that the Trustee shall require any such Person to whom the Trustee releases Confidential Information to agree not to disclose such information to any Person, other than (a) to any Noteholder or to the Trustee’s Affiliates or to any of 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 which may include, without limitation, a subpoena, a document request, interrogatories, or an order of a Court, magistrate, administrative body or governmental agency or regulator, provided,

however, that DTG Operations, DTAG or RCFC shall be given notice to the extent practicable and (c) as requested or required by any state, federal or foreign authority or examiner regulating such Person. “Confidential Information” means proprietary information of DTG Operations, DTAG or RCFC or other information that DTG Operations, DTAG or RCFC furnishes to the Trustee 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 Trustee from a source other than DTG Operations, DTAG or RCFC.

* * *

IN WITNESS WHEREOF, the Trustee and RCFC have caused this Base Indenture to be duly executed by their respective duly Authorized Officers as of the day and year first written above.

RENTAL CAR FINANCE CORP., as Issuer

By:____________________________

Name: Pamela S. Peck

Title: Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:____________________________

Name:________________________

Title:_________________________

By:____________________________

Name:________________________

Title:_________________________

Schedule 1

Definitions List

Each of the terms set forth herein shall be defined as set forth herein for purposes of this Base Indenture, any Series Supplement and any Lease unless a Series Supplement or Lease otherwise defines such term for a Group, a Lease, a Series of Notes or a Class of Notes within a Series, in which case the term as defined in the Series Supplement or Lease, as applicable, shall be the definition of such term. If any term defined herein is not used in any of this Base Indenture, the Series Supplement and the Lease applicable to a Series of Notes, then such defined term shall not apply to such Series of Notes.

“ Accrued Amounts ” means, with respect to any Series of Notes (or any class (or portion thereof) of such Series of Notes) and unless otherwise defined in the Series Supplement for such Series of Notes, on any date of determination, the sum of (i) accrued and unpaid interest on the Notes of such Series of Notes (or the applicable class thereof) as of such date, (ii) the portion, as of such date, of the accrued and unpaid Monthly Servicing Fee (and any Supplemental Monthly Servicing Fee) allocated to such Series of Notes (or the applicable class thereof) pursuant to the Lease or Leases securing such Series of Notes, and (iii) the product of (A) all other accrued and unpaid fees and expenses of RCFC on such date, times (B) a fraction, the numerator of which is the Invested Amount of such Series of Notes (or the applicable class thereof) on such date and the denominator of which is the Aggregate Invested Amount of all Series of Notes on such date.

“ Accumulation Period ” means, with respect to any Series of Notes, the period, if any, specified in the applicable Series Supplement.

“ Acquired Vehicle ” means any Eligible Vehicle, other than a Financed Vehicle, that is acquired by RCFC and leased under an Operating Lease.

“ Affiliate ” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, “control” means (a) the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise or (b) beneficial ownership of 10% or more of the voting common equity of a Person; and “controlled” and “controlling” have meanings correlative to the foregoing.

“ Agent ” means any authenticating agent, agent for service of process, notices and demands, Registrar, Paying Agent or DTC.

“ Aggregate Asset Amount ” means with respect to a Series of Notes the amount specified as such in the applicable Series Supplement for each Series of Notes.

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

Schedule-1-1

“ Aggregate Principal Balance ” means, for any date of determination and for any Series or class of Notes, the aggregate unpaid Principal Amount of the Outstanding Notes of such Series or class as of such date.

“ Amortization Event ” with respect to each Series of Notes, has the meaning specified in Section 8.1 of this Base Indenture, as supplemented by the Series Supplement for such Series.

“ Amortization Period ” means, with respect to any Series of Notes, the period following the Revolving Period (as defined in any related Series Supplement) which shall be the Accumulation Period, the Controlled Amortization Period, or the Rapid Amortization Period, each as defined in the related Series Supplement.

“ Annual Noteholders’ Tax Statement ” shall have the meaning in Section 5.4(b) of this Base Indenture.

“ Annual Certificate ” shall have the meaning in Section 24.4 (g) of the Initial Lease or as defined in any other Lease.

“ Asset Amount Deficiency ” shall have the meaning set forth in the applicable Series Supplement.

“ Assets ” means any interest of any kind in any assets or property of any kind (including, without limitation, any interest in Vehicles), tangible or intangible, real, personal or mixed, now owned or hereafter acquired by RCFC.

“ Assignment Agreement ” shall have the meaning in the Master Collateral Agency Agreement.

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

“ Auction Proceeds ” means all cash, payments and proceeds received by the Master Collateral Agent into the Master Collateral Account on disposition of a Vehicle through an Auction.

“ Authorized Officer ” means (a) as to RCFC, any of its President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer and (b) as to any Lessee or the Master Servicer, those officers, employees and agents of the Lessee or the Master Servicer, 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 ” shall have the meaning in Section 5.2 of the Initial Lease or as defined in any other Lease.

Schedule 1-2

“ Bankruptcy Code ” means Title I of the United States Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq .

“ Base Amount ” means, with respect to a Lease and unless otherwise defined in such Lease, as of any date of determination, the sum of the Net Book Values of all Financed Vehicles leased under a Financing Lease as of such date, each such Net Book Value calculated as of the first day contained within both the calendar month in which such date of determination occurs and the Vehicle Term for the related Financed Vehicle, plus all accrued and unpaid Monthly Base Rent under such Financing Lease as of such date.

“ Base Indenture ” means this Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and the Trustee, as the same may be amended, modified or supplemented from time to time in accordance with its terms, exclusive of Series Supplements creating new Series of Notes.

“ Base Lease ” means the Initial Base Lease and any other similar base lease entered into by RCFC as lessor in connection with a Segregated Series or Group.

“ Beneficiary ” is defined in the preamble of the Master Collateral Agency Agreement.

“ Board of Directors ” means the Board of Directors of RCFC, the Master Servicer or a Lessee, as applicable, or any authorized committee of the Board of Directors.

“ Book-Entry Notes ” means beneficial interests in the Notes, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 2.17 of this Base Indenture; provided that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes shall replace Book-Entry Notes.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which banks are authorized by law to close in New York City, New York.

“ Capitalized Cost ” means, with respect to any Vehicle under a Lease unless otherwise defined in such Lease, the Initial Acquisition Cost of such Vehicle minus any Incentive Payments used to reduce the Initial Acquisition Cost of such Vehicle, in accordance with the applicable Manufacturer incentive program or GAAP, and due from the Manufacturer with respect to such Vehicle.

“ Carrying Charges ” is defined in the related Series Supplement for a Series of Notes.

“ Carryover Controlled Amortization Amount ” means, with respect to each Series of Notes, the amount specified as such in the related Series Supplement.

“ Casualty ” means, with respect to any Vehicle under a Lease unless otherwise defined in such Lease, that (i) such Vehicle is lost, damaged, stolen (and not recovered within 60 days of being reported stolen), destroyed, seized or otherwise rendered permanently unfit or

Schedule 1-3

unavailable for use, (including Vehicles that are rejected pursuant to the applicable 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 the applicable 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).

“ Casualty Payment ” shall have the meaning defined in Section 7 of the Initial Lease or as defined in any other Lease.

“ Cede ” means Cede & Co., a nominee of DTC.

“ Certificate of Title ” means, with respect to each Vehicle, the certificate of title applicable to such Vehicle duly issued in accordance with the certificate of title act or statute of the jurisdiction applicable to such Vehicle.

“ Clearing Agency ” means as organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, or any successor provision thereto or Euroclear and Clearstream. The initial Clearing Agencies shall be DTC, Euroclear and Clearstream.

“ Clearing Agency Participant ” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“ Clearstream ” means Clearstream Banking société anonyme, a corporation organized under the laws of the Grand Duchy of Luxembourg, and any successor thereto.

“ Closing Date ” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the related Series Supplement.

“ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from tune to time, and any successor statute of similar import, together with the rules and regulations promulgated or issued thereunder, in each case as in effect from time to time. References to sections of the Code also refer to any successor sections.

“ Collateral ” is defined in Section 3.1 of this Base Indenture.

“ Collection Account ” is defined in Section 4.1 of this Base Indenture.

“ Collections ” is defined in the applicable Series Supplement for a Series of Notes.

“ Company Order ” and “ Company Request ” mean a written order or request signed in the name of RCFC by any one of its Authorized Officers and delivered to the Trustee.

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

Schedule 1-4

“ Confirmation Condition ” has the meaning set forth therefor in Section 18.2 of the applicable Lease.

“ Contingent Obligation ”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof. Contingent Obligation shall include (a) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, and (b) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) to (i) purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under clause (b)(i) or (ii) of this sentence the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported.

“ Contractual Obligation ” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“ Control Agreement ” means an agreement establishing “control” within the meaning of Section 8-106 of the New York UCC by the Securities Intermediary over an Issuer Account.

“ Controlled Amortization Period ” means, with respect to any Series of Notes, the period specified in the applicable Series Supplement.

“ Controlled Distribution Amount ” means, with respect to any class of Notes, the amount (or amounts) specified in the applicable Series Supplement.

“ Controlled Group ” means, with respect to any Person, such Person, whether or not incorporated, and any corporation, trade or business that is, along with such Person, a member of a controlled group of corporations or a controlled group of trades or businesses as described in Sections 414 (b), (c), (m) and (o), respectively, of the Code.

“ Corporate Trust Office ” shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office at the date of

Schedule 1-5

the execution of this Base Indenture is located at 60 Wall Street, New York, New York 10005 or at any other time at such other address as the Trustee may designate from time to time by notice to the Noteholders and RCFC.

“ Court ” means any court, tribunal, arbitrator or other adjudicative authority in any proceeding.

“ Daily Report ” is defined in Section 24.4 (a) of the Initial Lease and as defined in any other Lease.

“ Defaulting Manufacturer ” is defined in Section 18 of the Initial Lease or as defined in any other Lease.

“ Definitions List ” means this Definitions List, as the same may be amended, supplemented or modified from time to time in accordance with the terms of this Base Indenture.

“ Definitive Notes ” is defined in Section 2.5(c) of this Base Indenture.

“ Demand Note ” means the revolving note substantially in the form of Exhibit B to this Base Indenture.

“ Deposited Funds ” means all funds on deposit in the Collection Account.

“ Depreciation Charge ” means, for any date of determination, (a) with respect to any Program Vehicle, 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, the scheduled daily depreciation charge for such Vehicle set forth by the Master Servicer in the Depreciation Schedule for such Vehicle. 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 Master Servicer, and revised from time to time in the Master Servicer’s sole discretion, subject to compliance with the applicable Lease, with respect to each type of Non-Program Vehicle that is purchased, financed or refinanced by RCFC.

“ Determination Date ” means the fifth Business Day prior to each Payment Date.

“ Disposition Date ” means:

(a) with respect to any Program Vehicle, (i) if such Vehicle was sold at Auction or returned to a Manufacturer for repurchase, pursuant to the applicable Vehicle Disposition Program, the date on which such Vehicle is sold at Auction or accepted for return by such Manufacturer or its agent and, in each case, the Depreciation Charges ceased to accrue pursuant to such Vehicle Disposition Program, or (ii) if such Vehicle was sold to any Person (other than to a Manufacturer pursuant to such Manufacturer’s Vehicle Disposition Program or to a third party through an Auction conducted by or

Schedule 1-6

through or arranged by the Manufacturer pursuant to its Vehicle Disposition Program), the date on which title to the Vehicle is transferred in connection with such sale, and

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

“ Disposition Period ” means, with respect to any Vehicle, the period between the Minimum Term and the Maximum Term.

“ Disposition Proceeds ” means the net proceeds (other than Repurchase Payments or Guaranteed Payments) from the sale or disposition of a Vehicle to any Person, whether at Auction or otherwise.

“ Distribution Account ” means, with respect to any Series of Notes, an account established as such pursuant to the related Series Supplement.

“ Dollar ” and the symbol “ $ ”mean the lawful currency of the United States.

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

“ DTC ” means The Depository Trust Company.

“ Due Date ” means the second Business Day prior to each Payment Date.

“ Eligible Franchisee ” means a Franchisee (all of whose rental offices are located in the United States) which meets the normal credit and other approval criteria for Franchisees, and which may be an Affiliate of a Lessee.

“ Eligible Manufacturer ” means, with respect to a Series of Notes, the Vehicle Manufacturers listed in the applicable Series Supplement for such Series of Notes as Eligible Manufacturers.

“ Eligible Vehicle ” means, with respect to a Series of Notes, the Vehicles specified in the applicable Series Supplement for such Series of Notes as being Eligible Vehicles.

“ Eligible Vehicle Disposition Program ” means, unless otherwise defined in a Series Supplement, at any time a Vehicle Disposition Program (a) pursuant to which either (1) the Repurchase Payment or (2) the Guaranteed Payment plus Auction Proceeds, as the case may be, of each Program Vehicle thereunder is at least equal to (i) the Capitalized Cost of such Vehicle minus (ii) all Depreciation Charges accrued with respect to such Vehicle prior to the date that the Vehicle is submitted for repurchase or sale, minus (iii) Excess Mileage Charges, minus (iv) Excess Damage Charges and minus (v) any other charges specified in such Vehicle Disposition Program, (b) that cannot be amended or terminated with respect to any Vehicle after the purchase of that Vehicle, (c) that has been approved by the Rating Agencies and (d) either the collateral assignment of the benefits of which to the Master Collateral Agent has been acknowledged in writing by the related Manufacturer pursuant to an Assignment Agreement or RCFC has been designated by such Manufacturer as an authorized fleet purchaser entitled to the

Schedule 1-7

benefits of the Vehicle Disposition Program, and in either case, RCFC (and the Master Collateral Agent on behalf of RCFC) has been provided with an opinion of counsel reasonably satisfactory to it that RCFC (and the Master Collateral Agent on behalf of RCFC) can enforce the applicable Manufacturer’s obligations under the Vehicle Disposition Program.

“ Enhancement ” means, with respect to any Series of Notes, the rights and benefits provided to the Noteholders of such Series of Notes pursuant to any letter of credit, surety bond, cash collateral account, issuance of subordinated notes, overcollateralization, subordination, maturity guaranty facility, tax protection agreement or any other similar arrangement, as set forth in the applicable Series Supplement for such Series of Notes.

“ Enhancement Agreement ” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

“ Enhancement Agreement Event of Default ” means, with respect to any Series of Notes, any event of default under any Enhancement Agreement specified in the related Series Supplement.

“ Enhancement Provider ” means the Person providing any Enhancement as designated in the applicable Series Supplement, other than any Noteholders the Notes of which are subordinated to any class or Series of Notes.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, together with the rules and regulations promulgated or issued thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ ERISA Affiliate ” as applied to any Person, means any trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is under common control within the meaning of Section 414 (b), (c), (m) or (o) of the Code and the regulations promulgated thereunder.

“ Euroclear ” means the Euroclear System.

“ 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 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

Schedule 1-8

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 a Lessee), or deducted from the Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle due to damage over a prescribed limit to the Vehicle at the time that the 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 Mileage Charges ” means, with respect to any Vehicle, the amount charged to RCFC (or a 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 Act ” is defined in Section 2.19 of this Base Indenture.

“ Excluded Payments ” means (a) all Vehicle purchase incentive payments payable by a Manufacturer (but not any amounts payable by a Manufacturer as an incentive for selling Program Vehicles outside of a Manufacturer program or amounts payable in connection with a Vehicle Disposition Program), (b) all amounts payable by a Manufacturer as compensation for the preparation of newly delivered Vehicles, (c) all amounts payable by a Manufacturer as compensation for interest payable after the purchase price for a Vehicle is paid, and (d) all amounts payable by a Manufacturer in reimbursement for warranty work performed by or on behalf of the Issuer on the Vehicles.

“ Expected Final Payment Date ” means, with respect to any Series of Notes, the date stated in the related Series Supplement as the date on which such Series of Notes is expected to be paid in full.

“ Financed Vehicle ” means an Eligible Vehicle that is leased under a Financing Lease.

“ Financial Officer ” means, with respect to any corporation, the chief financial officer, vice-president-finance, principal accounting officer, controller, treasurer or assistant treasurer of such corporation.

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“ Financing Lease ” means a Base Lease supplemented by Annex B to such Base Lease.

“ Financing Source ” is defined in the preamble of the Master Collateral Agency Agreement.

“ Fitch ” means Fitch, Inc.

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

“ GAAP ” means the generally accepted accounting principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

“ Global Note ” is defined in Section 2.5(b) of this Base Indenture.

“ Governmental Authority ” means any Federal, state, local foreign court or governmental department, commission, board, bureau, agency, authority, instrumentality or other administrative or regulatory body.

“ Group ” is defined in Section 2.3(b) of this Base Indenture.

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

“ Incentive Payment ”, with respect to any Program Vehicle or Non-Program Vehicle subject to any form of incentive program maintained by the Manufacturer thereof, means a payment (other than a Guaranteed Payment, a Repurchase Payment, an Excluded Payment, or any allowance or credit included therein under a Vehicle Disposition Program) from such Manufacturer, pursuant to and in accordance with the terms and conditions of such an incentive program relating to such Vehicle.

“ Indebtedness ” as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to any lease of any Property that is classified as a liability on a balance sheet in conformity with GAAP, (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price for Property or services, which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, (e) all indebtedness secured by any Lien on any Property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (f) all Contingent Obligations of such Person in respect of any of the foregoing.

Schedule 1-10

“ Indemnified Persons ” is defined in Section 15.l of the Initial Lease or as defined in any other Lease.

“ Indenture ” means with respect to a Series of Notes, this Base Indenture, together with the Series Supplements for such Series of Notes, as the same may be amended, modified or supplemented.

“ Initial Acquisition Cost ” is defined in Section 2.3 of the Initial Lease or as defined in any other Lease.

“ Initial Base Lease ” means the Master Motor Vehicle Lease and Servicing Agreement, dated as of December 13, 1995, between RCFC, as the lessor thereunder, and Thrifty Rent-A-Car System, Inc., as the lessee thereunder, as the same may be amended, modified or supplemented from time to time in accordance with its terms, exclusive of Lease Annexes.

“ Initial Invested Amount ” means, with respect to any Series of Notes, the aggregate initial Principal Amount specified in the applicable Series Supplement.

“ Initial Lease ” means the Initial Base Lease, together with all Lease Annexes, as the same may be amended, supplemented or modified from time to time in accordance with its terms.

“ Initial Lease Commencement Date ” is defined in Section 3.2 of the Initial Lease or as defined in any other Lease.

“ Insolvency Laws ” means the Bankruptcy Code or similar applicable state or foreign laws.

“ Interest Collections ” means on any date of determination, all Collections which, pursuant to the Lease, represent Monthly Variable Rent, Monthly Finance Rent or the Availability Payment, plus any amounts earned on Permitted Investments in the Collection Account which are available for distribution on such date.

“ Interest Period ” means, with respect to any Series of Notes, the period or periods specified in the related Series Supplement during which interest will accrue.

“ Invested Amount ” means, with respect to each Series of Notes, the amount specified in the applicable Series Supplement.

“ Invested Percentage ” means, with respect to any Series of Notes, the percentage specified in the applicable Series Supplement.

“ Investment ” means, relative to any Person:

(a) any loan or advance made by such Person to any other Person (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business);

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(b)

any Contingent Obligation of such Person; and

(c)

any ownership or similar interest held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of Property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such Property.

“ Investment Company Act ” means the United States Investment Company Act of 1940, as amended.

“ Issuer Accounts ” means the accounts that are defined in Section 4.1(h) of this Base Indenture, as amended or supplemented for a Series of Notes by the related Series Supplement.

“ Late Return Payments ” is defined in Section 13 of the Initial Lease or as defined in any other Lease.

“ Lease ” means a Base Lease, together with all Lease Annexes, as the same may be amended, modified or supplemented from time to time in accordance with its terms.

“ Lease Annex ” means Annex A or Annex B to a Base Lease, as the same may be amended, supplemented or modified from time to time in accordance with its terms.

“ Lease Commencement Date ” as defined in the Initial Lease or as defined in any other Lease.

“ Lease Event of Default ” is defined in Section 17.1 of the Initial Lease or as defined in any other Lease.

“ Lease Expiration Date ” is defined in Section 3.2 of the Initial Lease or as defined in any other Lease.

“ Lease Payment Recoveries ” is defined with respect to a Series of Notes in the Series Supplement for such Series of Notes.

“ Lessee ” means (a) with respect to a Lease, the entities named therein as Lessee under such Lease, or any permitted successor or assignee of such Lessee under the Lease, and any additional Lessee added to such Lease after its execution, in accordance with the terms of such Lease.

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

Schedule 1-12

“ Lessor ” means RCFC, in its capacity as the lessor under the Leases.

“ Lien ” means, when used with respect to any Person, any interest in any Property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or notice or arising as a matter of law, judicial process or otherwise.

“ Limited Liquidation Event of Default ” means, with respect to any Series of Notes, any event specified as such in the related Series Supplement.

“ Liquidation Event of Default ” means, for a Series of Notes and for 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 this Base Indenture, (b) a payment default by RCFC under this Base Indenture as specified Sections 8.1(a) and 8.1(b) hereof on any Notes of such Series or any other Series sharing in the same Group of segregated Collateral as such Series, or (c) a Lease Event of Default under the Lease or Leases serving as Collateral for such Series of Notes as specified in Section 8.1(e) hereof (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 Initial Lease or the equivalent Sections of any other Lease).

“ Losses ”, with respect to any Series of Notes, has the meaning, if any, provided for in the applicable Series Supplement.

“ Manufacturer ” means a manufacturer of Vehicles.

“ Manufacturer Event of Default ” is defined in Section 18 of the Initial Lease or as defined in any other Lease.

“ 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.

“ Master Collateral ” means the collateral pledged to the Master Collateral Agent pursuant to Section 2.1 of the Master Collateral Agency Agreement.

“ Master Collateral Account ” means the account(s) established and maintained in the name of the Master Collateral Agent for the benefit of the Beneficiaries pursuant to Section 2.5 of the Master Collateral Agency Agreement.

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

Schedule 1-13

“ Master Collateral Agent ” means Deutsche Bank Trust Company Americas 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 Servicer ” means Dollar Thrifty Automotive Group, Inc., in its capacity as Master Servicer under Leases and the Master Collateral Agency Agreement, unless the Master Collateral Agent shall have assumed any duties and obligations of the Master Servicer pursuant to the applicable provisions of the Master Collateral Agency Agreement, and thereafter “Master Servicer” shall, to such extent, include the Master Collateral Agent.

“ Material Adverse Effect ” means, with respect to any occurrence, event or condition, and any Person, a material adverse effect with respect to

(a) the business, financial condition, operations or assets of such Person or the Lessor;

(b) the ability of such Person or a Lessee, the Master Collateral Agent, the Trustee or the Lessor to perform its obligations under a Lease or any other Related Document;

(c) the validity, enforceability or collectibility of amounts payable to the Master Collateral Agent, the Trustee or the Lessor under a Lease or the other Related Documents;

(d) the status, existence, perfection or first priority of the interests of the Master Collateral Agent and the Trustee, as applicable, in a material portion of the Master Collateral or the Collateral, free of any Liens (other than Permitted Liens);

(e) the ability of the Master Collateral Agent, the Trustee or the Lessor to liquidate or foreclose against the Collateral and the Master Collateral; or

(f) the practical realization by the Master Collateral Agent, the Trustee or the Lessor of any of the material benefits or security afforded by the Lease or any other Related Document.

“ Maximum Lease Commitment ” means, on any date of determination with respect to a Lease, the sum of (i) the Aggregate Principal Balances on such date for all Series of Notes secured by such Lease, plus (ii) with respect to all Series of Notes secured by such Lease that provide for Enhancement in the form of overcollateralization, the sum of the available subordinated amounts (as defined in the Series Supplement for each applicable Series of Notes) on such date for each such Series of Notes, plus (iii) the aggregate Net Book Values of all Vehicles leased under such Lease on such date that were acquired, financed or refinanced with funds other than proceeds of Notes or 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 Eligible Vehicles (as evidenced by a Company Order) to be leased under and in accordance with the terms of such Lease and the applicable Series Supplement.

Schedule 1-14

“ Maximum Manufacturer Percentage ” means, with respect to any Series of Notes, the percentage, if any, specified in the applicable Series Supplement.

“ Maximum Non-Program Percentage ” means, with respect to any Series of Notes, the percentage, if any, specified in applicable Series Supplement.

“ Maximum Term ” means, with respect to an Acquired Vehicle which is a Program Vehicle, the maximum holding period (after which the Lessor may not return such Vehicle to the related Manufacturer without penalty) under the applicable Eligible Vehicle Disposition Program.

“ Maximum Vehicle Lease Term ” is defined in Section 5 of each of Annex A and Annex B to the Base Lease for each Lease currently in effect.

“ Minimum Term ” means, with respect to an Acquired Vehicle which is a Program Vehicle, the minimum holding period (prior to which the Lessor may not return such Vehicle to the related Manufacturer without penalty) under the applicable Eligible Vehicle Disposition Program.

“ Monthly Base Rent ” with respect to an Acquired Vehicle, is defined in Annex A to the Lease under which such Vehicle is leased, and with respect to a Financed Vehicle, is defined in Annex B to the Lease under which such Vehicle is leased.

“ Monthly Certificate ” is defined in Section 24.4 (b) of the Initial Lease or as defined in any other Lease.

“ Monthly Finance Rent ” is defined in paragraph 6 of Annex B to the Initial Lease or as defined in Annex B to any other Lease.

“ Monthly Noteholders’ Statement ” has the meaning in Section 5.4(a) of this Base Indenture, unless otherwise defined for a Series of Notes in its Series Supplement, in which case has the meaning set forth in such Series Supplement for such Series of Notes.

“ Monthly Servicing Fee ” is defined in Section 26.1 of the Initial Lease or as defined in any other Lease.

“ Monthly Supplemental Payment ” is defined in paragraph 6 of Annex B to the Initial Lease or as defined in Annex B to any other Lease.

“ Monthly Variable Rent ” is defined in paragraph 9 of Annex A to the Initial Lease or as defined in Annex A to any other Lease.

“ Monthly Vehicle Statement ” is defined in Section 24.4(f) of the Initial Lease or as defined in any other Lease.

“ Multiemployer Plan ” means, with respect to any Person, a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which such Person or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the five years

Schedule 1-15

immediately preceding the applicable Closing Date made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” means, with respect to any Person, a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of such Person or any of its ERISA Affiliates and at least one Person other than such Person and its ERISA Affiliates, or (b) was so maintained, and in respect of which such Person or any of its ERISA Affiliates could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Net Book Value ” means, with respect to any Vehicle, as of any date of determination, the Capitalized Cost of such Vehicle the minus the aggregate Depreciation Charges accrued with respect to such Vehicle through the last day of the Related Month.

“ New York UCC ” means the Uniform Commercial Code as in effect in the State of New York, as amended from time to time.

“ Non-Program Vehicle ” means with respect to a Series of Notes, unless otherwise defined in the Series Supplement for such Series of Notes, any Vehicle leased under a Lease securing such Series, that is not eligible for treatment under such Lease or the related Series Supplement as a Program Vehicle.

“ Note Owner ” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).

“ Note Rate ” means, with respect to any Series of Notes, the annual rate at which interest accrues on the Notes of such Series of Notes (or formula on the basis of which such rate shall be determined) as stated in the applicable Series Supplement.

“ Note Register ” means the register maintained pursuant to Section 2.6(a) of this Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof.

“ Noteholder” and “Holder ” mean the Person in whose name a Note is registered in the Note Register.

“ Notes ” is defined in the recitals to this Base Indenture.

“ Officers’ Certificate ” means, with respect to a party to Related Documents, a certificate signed by an Authorized Officer of such Person.

“ Operating Lease ” means a Base Lease as supplemented by Annex A to the 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 RCFC, the Master Servicer, a Servicer, Lessee or DTAG.

Schedule 1-16

“ Outstanding ” means, with respect to Notes, all Notes theretofore authenticated and delivered under this Base Indenture, except (a) Notes theretofore cancelled or delivered to the Note Registrar for cancellation, (b) Notes which have not been presented for payment but funds for the payment of which are on deposit in the Distribution Account established with respect thereto and are available for payment of such Notes, and Notes which are considered paid pursuant to Section 7.1 of this Base Indenture, or (c) Notes in exchange for or in lieu of which other Notes which have been authenticated and delivered pursuant to this Base Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser. Subject to Section 2.13 of this Base Indenture, a Note does not cease to be Outstanding because RCFC or an Affiliate of RCFC holds the Note.

“ Paired Series ” is defined in Section 4.5 of this Base Indenture.

“ Paying Agent ” is defined in Section 2.6(a) of this Base Indenture.

“ Payment Date ” means, unless otherwise specified in any Series Supplement for the related Series of Notes, the twenty-fifth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (other than a Multiemployer Plan or a Multiple Employer Plan), as such term is defined in ERISA, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and to which any company in the Controlled Group has liability.

“ Person ” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, joint stock company, trust, unincorporated organization or Governmental Authority.

“ Plan ” means any Single Employer Plan or any Multiple Employer Plan, or either of them, as the context may require.

“ Pool Factor ” for any Series of Notes, means, unless any series of Notes is issued in more than one class as stated in any related Series Supplement (in which case “Pool Factor” has the meaning set forth in such Series Supplement), a number carried out to eight significant decimals representing the ratio of the applicable Invested Amount as of the end of the Related Month to the applicable Initial Invested Amount.

“ Potential Amortization Event ” means, with respect to a Series of Notes, any occurrence or event which , with the giving of notice, the passage of time or both, would constitute an Amortization Event for such Series.

Schedule 1-17

“ Potential Enhancement Agreement Event of Default ” means, with respect to a Series of Notes, an event which, with the giving of notice, the passage or time or both would constitute an Enhancement Agreement Event of Default under any Enhancement Agreement for such Series.

“ Potential Lease Event of Default ” means, with respect to a Series of Notes, an event which, with the giving of notice, the passage of time, or both, would constitute a Lease Event of Default under a Lease securing such Series.

“ Power of Attorney ” is defined in Section 9 of the Initial Lease or as defined in any other Lease.

“ Principal Amount ” means, with respect to an Outstanding Note, the original principal balance of such Note on the date of its issuance, less all payments made by the Trustee in respect of principal of such Note pursuant to the applicable Indenture.

“ Principal Collections ” means any Collections other than Interest Collections.

“ Principal Terms ” is defined in Section 2.3(a) of this Base Indenture.

“ Program Vehicle ” means as of any date of determination, with respect to a Series of Notes and unless otherwise defined in the Series Supplement for such Series of Notes, any Vehicle leased under a Lease securing such Series which as of such date is eligible under an Eligible Vehicle Disposition Program.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Qualified Institution ” means, for a Series of Notes unless otherwise defined in a Series Supplement for such Series of Notes, 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 Federal Deposit Insurance Corporation and has (i) has a long-term indebtedness rating from Standard & Poor’s of not lower than “AA” and from Fitch of not lower than “A” and a short-term indebtedness of rating from Standard & Poor’s not lower than “A-1+” and from Fitch of not lower than “F-1”, or (ii) has such ratings as are satisfactory to achieve the ratings on each class in such Series of Notes given at issuance of such Notes by the Rating Agencies.

“ Rapid Amortization Period ” means, with respect to any Series of Notes, the period specified in the applicable Series Supplement.

“ Rating Agency ” means, with respect to each outstanding Series of Notes, any rating agency then issuing a rating for such Series of Notes at the request of RCFC.

“ Rating Agency Condition ” means, with respect to any action and a Series of Notes unless otherwise defined in the Series Supplement for such Series of Notes, that each Rating Agency except Fitch rating any class within such Series of Notes shall have notified

Schedule 1-18

RCFC, the Master Servicer, any letter of credit provider, surety wrap provider or other provider of Enhancement, and the Trustee in writing that such action will not result in a reduction or withdrawal of the ratings (in effect immediately before the taking of such action) of such Series of Notes with respect to which it is a Rating Agency and, with respect to the issuance of a Series of Notes, the “Rating Agency Condition” means that each Rating Agency except Fitch that is referred to in the related Series Supplement as being required to deliver its rating with respect to such Series of Notes shall have notified RCFC, the Master Servicer, any letter of credit provider, surety wrap provider or other provider of Enhancement, and the Trustee in writing that such rating has been issued by such Rating Agency. In the case of Fitch, Fitch requires notice of such action referred to in the preceding sentence, but shall provide confirmation at its sole discretion. A lack of confirmation by Fitch shall not preclude satisfaction of the Rating Agency Condition.

“ RCFC ” means Rental Car Finance Corp., an Oklahoma corporation.

“ RCFC Agreements ” is defined in Section 3.1 of this Base Indenture.

“ RCFC Obligations ” means all principal and interest, at any time and from time to time, owing by RCFC on the Notes and all costs, fees and expenses payable by, or obligations of, RCFC under the Indenture or the Related Documents.

“ Record Date ” means, with respect to any Payment Date, the last day of the Related Month.

“ Recoveries ” with respect to any Series of Notes, has the meaning, if any, specified in the applicable Series Supplement.

“ Registrar ” is defined in Section 2.6(a) of this Base Indenture.

“ Regulation S ” is defined in Section 2.5(b) of this Base Indenture.

“ Regulation S Global Note ” is defined in Section 2.5(b) of this Base Indenture.

“ Related Documents ” means for a Series of Notes, unless other specified in the Series Supplement for a Series of Notes, collectively, this Base Indenture, the related Series Supplement, the Notes, any Enhancement Agreement applicable to the Series of Notes, the Leases securing such Series of Notes, the Master Collateral Agency Agreement, the Assignment Agreements, any note purchase agreement and any placement agency agreement and any other agreements relating to the purchase of any of the Notes of such Series.

“ Related Month ” means, unless otherwise specified in the Series Supplement for a Series, with respect to any Determination Date, Due Date, Payment Date, or other date of determination, the period from and including the first day of the calendar month preceding the month which such date falls, to and including the last day of such calendar month.

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

Schedule 1-19

“ Reporting Date ” means, unless otherwise specified in the Series Supplement for a Series, the Business Day after the Determination Date.

“ Repurchase Date ” means the date on which a Program Vehicle is turned back to the Manufacturer under such Manufacturer’s Vehicle Disposition Program.

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

“ Repurchase Price ” means, with respect to any Series of Notes, the amount specified in the applicable Series Supplement.

“ Required Asset Amount ” means with respect to a Group and unless otherwise defined in the Series Supplement for each Series of Notes within such Group, at any date of determination, the sum of (i) the Invested Amounts for all Series of Notes sharing in a Group of Segregated Collateral that do not provide for Enhancement in the form of overcollateralization plus (ii) the aggregate amount, with respect to all such Series of Notes that provide for Enhancement in the form of overcollateralization, the sum of (a) the Invested Amount for each such Series of Notes, plus (b) the Minimum Subordinated Amount for each such Series of Notes (as defined in the Series Supplement for each such Series).

“ Required Beneficiaries ” means, with respect to a Group, Noteholders holding Notes Outstanding that are in excess of 50% of the Aggregate Invested Amount of all outstanding Series of Notes sharing in such Group (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., an Oklahoma corporation).

“ Required Noteholders ” means, with respect to a Series of Notes, Noteholders holding Notes Outstanding that are in excess of 50% of the aggregate Invested Amount of such Series of Notes (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., an Oklahoma corporation).

“ Requirements of Law ” means, with respect to any Person or any of its Property, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, ordinance, rule, regulation, order or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“ Responsible Officer ” means, with respect to RCFC, a Servicer, a Lessee or the Master Servicer, any President, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or any officer performing functions similar to those customarily performed by the person who at the time shall be such officer.

Schedule 1-20

“ Retained Distribution Account ” is defined in Section 4.1(b) this Base Indenture.

“ Retained Interest ” means a transferable indirect residual interest in RCFC’s assets held by the Retained Interestholder, that represents the right to receive distributions of amounts on deposit in the Retained Distribution Account allocated to such interest as provided in and subject to the terms of each Series Supplement.

“ Retained Interest Amount ” means, for a Group and all Series of Notes in such Group, on any date of determination, the amount, if any, by which the Aggregate Asset Amount for such Group exceeds the Required Asset Amount for such Group as of such date.

“ Retained Interestholder ” means DTAG, as holder of the common stock of RCFC, or any successor or assign permitted under the terms of the Related Documents.

“ Revolving Period ” means, with respect to any Series of Notes, the period specified in the applicable Series Supplement.

“ Rule 144A ” is defined in Section 2.5(a) of this Base Indenture.

“ Rule 144A Global Note ” is defined in Section 2.5(a) of this Base Indenture.

“ SEC ” means the Securities and Exchange Commission, and any successor agency thereto.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Securities Intermediary ” is defined in Section 4.1(h) of this Base Indenture.

“ Segregated Collateral ” is defined in Section 2.3(b) of this Base Indenture.

“ Segregated Series ” is defined in Section 2.3(b) of this Base Indenture.

“ Series of Notes ” or “ Series ” means each Series of Notes issued and authenticated pursuant to this Base Indenture and a related Series Supplement.

“ Series Monthly Servicing Fee ” is defined in Section 26.1 of the Initial Lease or as defined in any other Lease.

“ Series Supplement ” means a Supplement to this Base Indenture creating a new Series of Notes pursuant to Section 11.1(a) of this Base Indenture (including, without limitation, making any and all modifications to this Base Indenture and the other Related Documents as may be required to specify the terms applicable to such Series of Notes, to issue a Segregated Series of Notes, or to establish a new Group), as such Supplement may be amended or modified from time to time after its initial execution and delivery in accordance with the terms of such Supplement.

“ Series Termination Date ” means, with respect to any Series of Notes, the date stated in the related Series Supplement as the termination date.

Schedule 1-21

“ Servicer ” means, for any Lease and the other Related Documents, the Person named as the Servicer or Servicers with respect to Vehicles leased under such Lease, which Servicer may be a Lessee under such Lease.

“ Servicing Fee Percentage ” means, with respect to any Series of Notes, the percentage specified in the related Series Supplement.

“ Single Employer Plan ” means, with respect to any Person, a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of such Person or any of its ERISA Affiliates and no other Person, or (b) was so maintained, and in respect to which such Person or any of its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

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

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

“ Subsidiary ” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Supplement ” means any supplement, amendment, modification or other revision to this Base Indenture, including without limitation any Series Supplement, complying (to the extent applicable) with the terms of Section 2.3 or Article 11 of this Base Indenture and the terms of any Series Supplement to which it may apply.

“ Supplemental Servicing Fee ” is defined in Section 26.1 of the Initial Lease or as defined in any other Lease.

“ Termination Payment ” is defined in Section 12.3 of the Initial Lease or as defined in any other Lease.

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

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

“ Trust Indenture Act ” means the United States Trust Indenture Act of 1939, as amended.

Schedule 1-22

“ Trust Officer ” means, with respect to the Trustee, any Managing Director, Vice President, Assistant Vice President, Assistant Secretary or Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time shall be such officers, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, who shall, in any case, be working in the Structured Finance Group, or any successor thereto responsible for the administration of this Base Indenture.

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

“ United States ” or “ U.S. ” means the United States of America, its fifty States and the District of Columbia.

“ U.S. Government Obligations ” is defined in Section 10.1 of this Base Indenture.

“ Vehicle ” means a passenger automobile or truck purchased, financed or refinanced by RCFC under the Initial Lease or any other Lease and pledged under the Master Collateral Agency Agreement for the benefit of the Trustee (on behalf of the Noteholders), but solely during the Vehicle Term under the applicable Lease for such Vehicle.

“ Vehicle Acquisition Schedule ” is defined in Section 2.1 of the Initial Lease or as defined in any other Lease.

“ Vehicle Disposition Program ” means a program pursuant to which a Manufacturer has agreed, subject to the terms and conditions thereof, to guarantee the maximum daily depreciation levels of, or to repurchase, Vehicles manufactured by it or one of its Affiliates during the specified Disposition Period.

“ Vehicle Lease Commencement Date ” is defined in Section 3.1 of the Initial Lease or as defined in any other Lease.

“ Vehicle Lease Expiration Date ”, with respect to each Vehicle, means the earliest of (i) the Disposition Date for such Vehicle, (ii) if such 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 deposit into the Collection Account or the Master Collateral Account) from the Lessee in accordance with the applicable Lease, and (iii) the Maximum Vehicle Lease Term (as defined in the related Lease) 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 applicable Lease.

“ Vehicle Order ” is defined in Section 2.1 of the Initial Lease or as defined in any other Lease.

“ Vehicle Purchase Price ” means, on any date of determination and for any Acquired Vehicle, an amount equal to the greater of (a) the applicable Net Book Value of the Vehicle, and (b) the fair market value of such Vehicle, as determined in good faith by the Master Servicer.

Schedule 1-23

“ Vehicle Term ” is defined in Section 3.1 of the Initial Lease or as defined in any other Lease.

“ VFR ” means, with respect to a Group and unless otherwise defined in the Lease for such Group, for any Interest Period for the Series of Notes sharing in such Group, an interest rate equal to the quotient, expressed as a percentage, of (i) the aggregate amount of interest (including default or penalty interest) accrued during such Interest Period with respect to all Series of Notes sharing in such Group, divided by (ii) the average daily aggregate Principal Amount of all Series of Notes sharing in such Group during such period.

“ VIN ” is defined in Section 18 of the Initial Lease or as defined in any other Lease.

“ Welfare Plan ” means any “employee welfare benefit plan”, as such term is defined in ERISA.

Schedule 1-24

Schedule 6.5

Pension Plans

None.

S-6.5-1

Schedule 6.13b

Security Interest Filings

None.

S-6.13b-1

Schedule 6.13d

RCFC Addresses

5330 East 31st Street

Tulsa, Oklahoma 74135

S-6.13d-1

Schedule 6.14

Other Agreements

Amended and Restated Occupancy and Services Agreement, dated January 1, 2003, between Dollar Thrifty Automotive Group, Inc. and Rental Car Finance Corp.

S-6.14-1

Exhibit A-1

Form of Transfer Certificate

(Rule 144A Global Note to Regulation S Global Note)

(exchanges or transfers pursuant to Section 2.9 of the Base Indenture)

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

60 Wall Street

New York, New York 10005

Attn: Corporate Trust and Agency Group/Structured Finance

Re: Series o Rental Car Finance Corp. (“ RCFC ”) -- Rental Car Asset Backed Notes, Class o

Reference is hereby made to the Amended and Restated Base Indenture, dated as of February 14, 2007 (the “ Base Indenture ”), between RCFC, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Base Indenture.

This letter relates to ____________________________ principal amount of Series ____ Notes, Class ____ represented by a beneficial interest in the Restricted Global Class ____ Note (CUSIP No. ____) held with DTC by or on behalf of [transferor] as beneficial owner (the “ Transferor ”). The Transferor has requested an exchange or transfer of its beneficial interest for an interest in the Permanent Global Class ____ Note (CUSIP (CINS) No.[____]) held with DTC.

In connection with such request and in respect of such Series ____ Notes, Class ____, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Series ____ Notes, Class ____ and (i) that, with respect to transfers made in reliance on Regulation S under the Securities Act:

(1)

the offer of the Series ____ Notes, Class ____ was not made to a person in the United States;

(2) (A)

at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(B)

the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;

(3)

no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

(4)

the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

E-A-1-1

This certificate and the statements contained herein are made for your benefit and the benefit of RCFC and the Placement Agents.

[Insert Name of Transferor]

By:

Name:________________________________

Title:_________________________________

Dated: ______________, 20__

cc: Rental Car Finance Corp.

E-A-1-2

Exhibit A-2

Form of Transfer Certificate for Transfer or Exchange

(Regulation S Global Note to Rule 144A Global Note)

(exchanges or transfers pursuant to Section 2.9 of the Base Indenture)

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

60 Wall Street

New York, New York 10005

Attn: Corporate Trust and Agency Group/Structured Finance

Re:

Series o Rental Car Finance Corp. (“ RCFC ”) -- Rental Car Asset Backed Medium Notes, Class o

This letter relates to ____________________ principal amount of Series ____ Notes, Class ____ which are held in the form of the Permanent Global Class ____ Note (CUSIP (CINS) No. ____) with Euroclear/Clearstream ¹ (ISIN Code o ) (Common Code o ) through DTC by or on behalf of [transferor] as beneficial owner (the “ Transferor ”). The Transferor has requested an exchange or transfer of its beneficial interest in the Series ____ Notes, Class ____ for an interest in the Restricted Global Class ____ Note (CUSIP No. o ).

In connection with such request, and in respect of such Series ____ Notes, Class ____, the Transferor does hereby certify that such Series ____, Class ____ Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and in Rule 144A under the United States Securities Act of 1933, as amended (the “ Securities Act ”) to a transferee that the Transferor reasonably believes is purchasing the Series ____ Notes, Class ____ for its own account or the accounts of another entity and each of the transferee and any such entity is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

_________________________

¹ Select appropriate depositary.

E-A-2-1

This certificate and the statements contained herein are made for your benefit and the benefit of RCFC and the Placement Agents.

[Insert Name of Transferor]

By:

Name:________________________________

Title:_________________________________

Dated: _____________________, 20__

cc:	Rental Car Finance Corp.

E-A-2-2

Exhibit B

Form of Demand Note

New York, New York

[___________], 20__

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 ________________________________________ 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 _________ 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 (the “ Base Indenture ”), as supplemented by the Series [_______] Supplement (the “ Series [______] Supplement ” and together with the Base Indenture, the “ Indenture ”) for the determination of LIBOR thereunder, plus ______% (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 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.

E-B-1

4. Demand Note Advances . RCFC agrees to make advances (“ Demand Note Advances ”) upon request from DTAG, as borrower, out of and not to exceed in any Related Month the amount of Recoveries not so allocated pursuant to Section [________] of the Series [_______] Supplement that may be lent under this Demand Note pursuant to Sections [________] and [________] of the Series [_______] 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 [_______] 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.

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 hereof or affecting the subordination effected hereby if such notice is not given, DTAG shall

E-B-2

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).

E-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

E-B-4

Exhibit C

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

RENTAL CAR FINANCE CORP.

____________________________________

RENTAL CAR ASSET BACKED NOTES

Series ___, Class ___

____________________________________

Under Section 5.4 of the Amended and Restated Base Indenture, dated as of February 14, 2007 (hereinafter as such agreement may have been, or may be from time to time, supplemented, amended or otherwise modified, the “ Base Indenture ”), between Rental Car Finance Corp. (“ RCFC ”), as issuer, and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), the Master Servicer is required to prepare certain information each month regarding current distributions to Noteholders. The information which is required to be prepared with respect to the Payment Date of ______________, 200__ (the “ Applicable Payment Date ”) is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Note and as a percentage of the outstanding principal balance of the Notes as of such date. Certain other information is presented based on the aggregate amounts for RCFC as a whole. Capitalized terms used herein have their respective meanings set forth in the Base Indenture and the ________ Series Supplement dated as of _____________________, 200__ between RCFC and the Trustee.

1. The aggregate amount of Collections processed since the Payment Date prior to the Applicable Payment Date with respect to the Notes of all Series	$__________
2. The aggregate amount of Interest Collections processed since the Payment Date prior to the Applicable Payment Date with respect to the Notes of all Series	$__________
3. The aggregate amount of Principal Collections processed during the Related Month immediately preceding the Applicable Payment Date with respect to the Notes of all Series	$__________
4. The Invested Percentage for Interest Collections with respect to Series ________ Notes on the last day of the Related Month for the Applicable Payment Date	__________%
5. The Invested Percentage for Principal Collections with respect to Series ____ Notes on the last day of the Related Month for the Applicable Payment Date	$__________

E-C-1

6. The total amount of the distribution to Series ____ Noteholders on _______________, 200__, per $1,000 original Note Principal Amount	$__________
7. The amount of the distribution set forth in paragraph 6 above with respect to principal of the Series ____ Notes, per $1,000 original Note Principal Amount	$__________
8. The amount of the distribution set forth in paragraph 6 above with respect to interest on the Series ____ Notes, per $1,000 original Note Principal Amount	$__________
9. The amount drawn under the Enhancement (including, in respect of a series providing for Enhancement through overcollateralization, the amount drawn on any Available Subordinated Amount) for the Series ____ Notes as of the Applicable Payment Date	$__________
10. The amount of the Series ____ Notes Monthly Servicing Fee payable to the Servicer for the Payment Date	$__________
11. The amount available to be drawn under the Enhancement for the Series ____ Notes as of the close of business on such Payment Date, after giving effect to any drawings on the Enhancement and payments to the Enhancement Provider on such Payment Date, on an aggregate basis and per $1,000 original Note Principal Amount	$__________
12. The ratio of the available Enhancement amount (or Available Subordinated Amount plus, in the event of a subordinated class of Notes, the Invested Amount of such subordinated class of Notes) to the Invested Amount of the Series ____ Notes as of the close of business on such Payment Date, after giving effect to any drawings on the Enhancement and payments to the Enhancement Provider on such Payment Date or drawings on such Available Subordinated Amount or reduction in amount of such subordinated class of Notes, or allocations of Collections in respect thereof	$__________
13. The Pool Factor for the Series ____ Notes as of the end of preceding Record Date immediately preceding the Applicable Payment Date. The amount of a Noteholders’ pro rata share of the Invested Amount can be determined by multiplying the original denomination of the Noteholder’s Note by the Pool Factor	$__________
14. To the knowledge of the undersigned, there are no liens on any of the Collateral, other than the Lien granted by the Indenture or as otherwise permitted by the Related Documents, except as described below:
[If applicable, insert “None”.]
15. As of the Applicable Payment Date, the Aggregate Asset Amount and the amount of any Asset Amount Deficiency	$__________
16. The Carryover Controlled Amortization Amount for the Related Month immediately preceding the Applicable Payment Date with respect to the Series ____ Notes	$__________
17. The Net Book Value of Program Vehicles from each Manufacturer (as of the last day of the Related Month immediately preceding the Applicable Payment Date)
a. __________	$__________
b. __________	$__________
c. __________	$__________
18. The Net Book Value of Non-Program Vehicles from each Manufacturer (as of the last day of the Related Month immediately preceding the Applicable Payment Date)
a. __________	$__________
b. __________	$__________
c. __________	$__________
19. With respect to any Series, the information specified in the related Supplement to be attached hereto

(To the extent any Series of Notes is issued in more than one class, the foregoing will be broken down on a class by class basis).

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this ____ day of ___________________, 200__.

Name:

Title:

E-C-2

Exhibit 4.164

EXECUTION COPY

RENTAL CAR FINANCE CORP.,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee and as Enhancement Agent

______________________

SECOND AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT

dated as of February 14, 2007

AMENDED AND RESTATED BASE INDENTURE

dated as February 14, 2007,

Rental Car Asset Backed Variable Funding Notes, Series 1998-1

TABLE OF CONTENTS

Page

ARTICLE 1 DESIGNATION

ARTICLE 2 DEFINITIONS AND CONSTRUCTION

ARTICLE 3 GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1 Grant of Security Interest.

ARTICLE 4A INITIAL ISSUANCE AND INCREASES AND DECREASES OF SERIES

1998-1 INVESTED AMOUNT OF SERIES 1998-1 NOTES

Section 4A.1 Issuance in Definitive Form

Section 4A.2 Procedure for Increasing the Series 1998-1 Invested Amount

Section 4A.3 Decreases

ARTICLE 4 ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.6 Establishment of Group II Collection Account, Series 1998-1 Collection

Account, Series 1998-1 Excess Funding Account, and Series 1998-1 Accrued Interest

Account

Section 4.7 Allocations with Respect to the Series 1998-1 Notes

Section 4.8 Monthly Payments

Section 4.9 Payment of Note Interest

Section 4.10 Payment of Note Principal; Decreases

Section 4.11 Retained Distribution Account

Section 4.12 Series 1998-1 Distribution Account

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

Payment

Section 4.14 Lease Payment Loss Draws on Series 1998-1 Letter of Credit

Section 4.15 Claim Under the Demand Note

Section 4.16 Series 1998-1 Letter of Credit Termination Demand

Section 4.17 Conversion

Section 4.18 The Series 1998-1 Cash Collateral Account

Section 4.19 Appointment of Enhancement Agent

Section 4.20 Exchange of Vehicles

ARTICLE 5 AMORTIZATION EVENTS

Section 5.1 Series 1998-1 Amortization Events

Section 5.2 Waiver of Past Events

ARTICLE 6 COVENANTS

Section 6.1 Minimum Subordinated Amount

Section 6.2 Minimum Series 1998-1 Letter of Credit Amount

ARTICLE 7 FORM OF SERIES 1998-1 NOTES

ARTICLE 8 GENERAL

Section 8.1 Payment of Rating Agencies’ Fees

Section 8.2 Exhibits

Section 8.3 Ratification of Base Indenture

Section 8.4 Counterparts

Section 8.5 Governing Law

Section 8.6 Amendments

Section 8.7 Financed Vehicles

Schedule 1

Maximum Manufacturer Percentages

Exhibit A

Form of Rental Car Asset Backed Variable Funding Note, Series 1998-1

Exhibit B

[Reserved]

Exhibit C

Form of Demand Note

Exhibit D

Form of Notice of Series 1998-1 Lease Payment Losses

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THIS SECOND AMENDED AND RESTATED SERIES 1998-1 SUPPLEMENT, dated as of February 14, 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 ”), and as enhancement agent (in such capacity, the “ Enhancement Agent ”) 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 ”.

W I T N E S S E T H :

WHEREAS, RCFC, the Trustee and the Enhancement Agent entered into that certain Series 1998-1 Supplement, dated as of March 4, 1998, as heretofore amended and supplemented, for the purpose of authorizing the issuance of the Series 1998-1 Notes;

WHEREAS, RCFC, the Trustee and the Enhancement Agent entered into that certain Amended and Restated Series 1998-1 Supplement, dated as of February 26, 2002 (the “ First Amended and Restated Series 1998-1 Supplement ”) as heretofore amended and supplemented;

WHEREAS, Section 11.2 of the Base Indenture and Section 8.6 of the First Amended and Restated Series 1998-1 Supplement provide, among other things, that the terms of the First Amended and Restated Series 1998-1 Supplement may be modified from time to time in accordance with the terms of the Base Indenture;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree to amend and restate the First Amended and Restated Series 1998-1 Supplement as follows:

ARTICLE 1

DESIGNATION

(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 Variable Funding Notes, Series 1998-1. The Rental Car Asset Backed Variable Funding Notes, Series 1998-1, shall be issued in one class and shall be referred to collectively as the “ Series 1998-1 Notes ”.

(b) The net proceeds from the sale of and Increases in respect of the Series 1998-1 Notes shall be deposited into the Group II Collection Account, and shall be used (i) on and after the Series 1998-1 Closing Date, to finance the acquisition by the Issuer, or DTG

Operations of Financed Vehicles or Eligible Receivables or to refinance the same, (ii) on and after the Series 1998-1 Closing Date, to acquire Acquired Vehicles from certain Eligible Manufacturers, Auctions or otherwise or to refinance the same, and (iii) in certain circumstances, to pay principal on amortizing Group II Series of Notes other than the Series 1998-1 Notes.

(c) The Series 1998-1 Notes are a Segregated Series of Notes (as more fully described in the Base Indenture) and are hereby designated as a “Group II Series of Notes”. On December 15, 2000, RCFC and the Trustee also entered into a supplement which has been amended and restated on the date hereof (the “ Series 2000-1 Series Supplement ”) to the Base Indenture pursuant to which RCFC issued a Segregated Series of Notes (the “ Series 2000-1 Notes ”) designated as a “Group II Series of Notes.” The Issuer may from time to time issue additional Segregated Series of Notes that the related Series Supplements will indicate are entitled to share, together with the Series 1998-1 Notes and the Series 2000-1 Notes in the Group II Collateral and any other Collateral and Master Collateral designated as security for the Series 1998-1 Notes and the Series 2000-1 Notes under this Supplement, the Series 2000-1 Series Supplement and the Master Collateral Agency Agreement or any other Group II Series of Notes under the related Series Supplement and the Master Collateral Agency Agreement (the Series 1998-1 Notes, the Series 2000-1 Notes and any such additional Segregated Series, each, a “ Group II Series of Notes ” and, collectively, the “ Group II Series of Notes ”). 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 II Series of Notes.

ARTICLE 2

DEFINITIONS 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 1998-1 Notes and not to any other Series of Notes issued by the Issuer. In addition, with respect to the Series 1998-1 Notes, references in the Base Indenture to (i) the “ Lease ” shall be deemed to refer to the Master Lease, (ii) “ Lessee ” shall be deemed to refer to any or all of the Lessees under the Master Lease, as the context requires, , and (iii) when the terms “ Lease ,” or “ Lessee ” or are embedded in a defined term within the Base Indenture, they shall be deemed to refer to the corresponding concept described in clauses (i) and (ii) , as applicable, except in each case as otherwise specified in this Supplement or as the context may otherwise require.

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(b) The following words and phrases shall have the following meanings with respect to the Series 1998-1 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:

“ 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 the aggregate Net Book Value of all such Non-Program Vehicles exceeds the three (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 Overcollateralization Amount ” means, as of any date of determination, an amount equal to (a) the Overcollateralization Portion on such date divided by the Series 1998-1 Enhancement Factor as of such date minus (b) the Overcollateralization Portion as of such date.

“ Aggregate Asset Amount ” means, with respect to the Series 1998-1 Notes, on any date of determination, without duplication, the sum of (i) the Net Book Value of all Group II Vehicles as of such date with respect to which the applicable Vehicle Lease Expiration Date has not occurred, plus (ii) the Exchange Agreement Group II Rights Value, plus (iii) all Manufacturer Receivables, as of such date, due to RCFC or a Lessee from Eligible Manufacturers (other than any Eligible Manufacturers that are IR Manufacturers) under and in accordance with their respective Eligible Vehicle Disposition Programs, or from Eligible Manufacturers (other than any Eligible Manufacturers that are IR Manufacturers) as incentive payments, allowances, premiums, supplemental payments or otherwise, in each case with respect to Group II 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, plus (iv) all amounts (without double counting amounts specified in clause (iii) above) receivable, as of such date, by RCFC or a Lessee from any Person in connection with the Auction, sale or other disposition of Group II 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 II Vehicles, plus (vi) cash and Permitted Investments on deposit as of such date in the Collection Account constituting Group II Collateral (less any portion thereof allocated to the Retained Interest), plus (vii) cash and Permitted Investments as of such date constituting Group II Collateral and cash and Permitted Investments as of such date in the Master Collateral Account constituting Group II Master Collateral.

“ Aggregate Interest Expense ” is defined in clause (a) of the definition of “ Non-Vehicle Interest Expense ”.

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

“ Asset Amount Deficiency ” means, with respect to the Series 1998-1 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 set forth therefor in the Master Collateral Agency Agreement.

“ 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.

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

“ 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, or any Additional Lessee or Servicer, as applicable, or any authorized committee of the Board of Directors.

“ Capital Stock ” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or equity, whether now outstanding or issued after the date hereof, including all common stock, preferred stock, partnership interests and member interests.

“ Capitalized Lease Liabilities ” means all monetary obligations of DTAG or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Supplement and each other Related Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and, with respect to any such leasing or similar arrangement, the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

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or the other Related Documents or other agreements with the Enhancement Providers, if any, with respect to the Series 1998-1 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.

“ Casualty ” means, with respect to any Vehicle, that (i) such Vehicle is lost, stolen (and not recovered within 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).

“ Casualty Payment ” is defined in Section 7 of the Master Lease.

“ Certificate of Credit Demand ” means a certificate in the form of Annex A to the Series 1998-1 Letter of Credit.

“ Certificate of Liquidity Demand ” means a certificate in the form of Annex B to the Series 1998-1 Letter of Credit.

“ Certificate of Termination Demand ” means a certificate in the form of Annex C to the Series 1998-1 Letter of Credit.

“ Collateral Agent ” means Deutsche Bank Trust Company Americas, in its capacity as collateral agent under the Collateral Agreement, and any successor thereto.

“ Collateral Agreement ” has the meaning specified in the Definitions List attached as Annex A to the Liquidity Agreement.

“ 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 1998-1 Letter of Credit and withdrawals from the Series 1998-1 Cash Collateral Account, (iii) all payments including, without limitation, all Recoveries and Lease Payment Recoveries, by, or on behalf of any Manufacturer, under its Vehicle Disposition Program or any incentive program, (iv) the Unused Exchange Proceeds and all Substitute Group II 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 II Vehicles, payment of insurance proceeds, whether such payments are in the form of cash, checks, wire transfers or other form of payment and whether in respect of principal, interest, repurchase price, fees, expenses or otherwise and (vi) all amounts earned on Permitted Investments arising out of funds in the Group II Collection Account and in the Master Collateral Account (to the extent allocable to the Trustee as Beneficiary thereunder); provided that the amount included in clauses (i) through (vi) shall not include any Exchange Proceeds until such time as RCFC is permitted to receive, pledge, borrow or otherwise obtain the benefits of such

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Exchange Proceeds consistent with the limitations set forth in the “safe harbor” provisions of Treasury Regulation § 1.1031(k)-1(g)(6).

“ Commercial Paper Notes ” means the promissory notes of DTFC issued by DTFC in the commercial paper market pursuant to the Depositary Agreement.

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

“ CP Enhancement Letter of Credit Application and Agreement ” means the CP Enhancement Letter of Credit Application and Agreement, dated as of March 4, 1998, among DTFC, DTG Operations (formerly known as Dollar Rent A Car Systems, Inc.), Thrifty, those additional Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG and Credit Suisse (formerly known as Credit Suisse First Boston), in its capacity as the Series 1998-1 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.

“ Credit Agreement ” means the Third Amended and Restated Credit Agreement, dated as of April 1, 2004, among DTAG, DTG Operations and Thrifty, as borrowers, the financial institutions from time to time party thereto, as lenders, Credit Suisse (formerly known as Credit Suisse First Boston), as administrative agent for the lenders, The Bank of Nova Scotia, as the syndication agent, Dresdner Bank AG, New York and Cayman Island Branches, as the documentation agent, Credit Suisse (formerly known as Credit Suisse First Boston), as the sole bookrunner, and Credit Suisse (formerly known Credit Suisse First Boston) and The Bank of Nova Scotia, as co-arrangers, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“ Credit Demand ” means a demand for a LOC Credit Disbursement under the Series 1998-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ Credit Draw ” means a draw on the Series 1998-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ Daily Interest Amount ” means, for any day in a Series 1998-1 Interest Period, an amount equal to (a) the product of (i) the Series 1998-1 Note Rate for such Series 1998-1 Interest Period and (ii) the Series 1998-1 Invested Amount as of the close of business on such date, divided by (b) 360.

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

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

“ Decrease ” means a Voluntary Decrease or a Mandatory Decrease, as applicable.

“ 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 February 26, 2002, made by DTAG to the Issuer in substantially the form attached as Exhibit C to this Supplement.

“ Depositary Agreement ” means the Depositary Agreement, dated as of March 4, 1998, between DTFC and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as depositary, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Depreciation Charge ” means, for any date of determination, (a) with respect to any Program Vehicle leased under the Master Lease, 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, (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 II Exchanged Vehicle Proceeds and the proceeds from Group II Exchanged Vehicles.

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

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

“ DTFC ” means Dollar Thrifty Funding Corp., an Oklahoma corporation.

“ EBITDA ” means, for any applicable period, the sum for such period of

(a) Net Income (excluding therefrom (i) the effect of any extraordinary or other non-recurring gain or loss outside the ordinary course of business, (ii) any write-up (or write-down) in the value of any asset, (iii) the earnings (or loss) of any Person (other than DTAG or any other Subsidiary of DTAG) in which DTAG or any of its Subsidiaries has an ownership interest, except to the extent of the amount of dividends or other distributions actually paid in cash to DTAG or any of its Subsidiaries by such Person during such period, (iv) except where the provisions hereof expressly require a pro forma determination, the earnings (or loss) of any Person accrued prior to the date it becomes a Subsidiary of DTAG or is merged into or consolidated with any of its Subsidiaries or the date that such other Person’s assets are acquired by any Subsidiary of DTAG and (v) the earnings of any Subsidiary of DTAG that is neither a Subsidiary Borrower nor a Subsidiary Guarantor to the extent that the declaration or payment of

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dividends or similar distributions by such Subsidiary of such earnings is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary)

plus

(b) to the extent deducted in arriving at such Net Income, the sum, without duplication, of (i) Aggregate Interest Expense, plus (ii) taxes computed on the basis of income plus (iii) the aggregate amount of depreciation and amortization of tangible and intangible assets, plus (iv) non-cash charges in respect of non-cash awards under DTAG’s incentive compensation programs.

“ 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, 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 II 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.

“ 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, an Additional Lessee or a creditor of RCFC or such Lessee or Additional 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; provided that no amount receivable from an Eligible Manufacturer or Auction dealer under a Eligible Vehicle Disposition Program shall be an Eligible Receivable if such amount remains unpaid more than ten (10) days after the Vehicle Disposition Program Payment Due Date in respect of such Vehicle.

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Group II Noteholders 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 II 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 applicable Maximum Vehicle Lease Term under the Master Lease.

“ Enhancement Agent ” means Deutsche Bank Trust Company Americas, a New York banking corporation, or its permitted successors and assigns under Section 4.19 hereof.

“ Enhancement Amount ” means the sum of (a) the Series 1998-1 Available Subordinated Amount, plus (b) the Series 1998-1 Letter of Credit Amount.

“ Enhancement Provider ” means with respect to the Series 1998-1 Notes, the Series 1998-1 Letter of Credit Provider.

“ Equity Offerings ” means (i) the issuance by DTAG of its common stock, par value $0.01 per share (the “ Common Stock ”), pursuant to a registered public offering for net cash proceeds of a least $45,000,000, which proceeds were used to provide collateral for the financing of Vehicles by DTAG and its Subsidiaries, and (ii) the sale by DaimlerChrysler Corporation of 20,000,000 shares of the Common Stock of DTAG owned by it pursuant to a registered public offering which, following the consummation thereof, resulted in DTAG no longer being a subsidiary of DaimlerChrysler Corporation.

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

“ 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 the Vehicle at the time that the 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 1998-1 Excess Funding Account and the corresponding account or accounts designated as such with respect to each additional Group II 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.

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

“ Exchange Agreement Group II Rights Value ” means the value of the Group II 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 Proceeds ” means as of any given time the sum of (i) the money or other property from the sale of any Group II Exchanged 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 II 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 II Exchanged Vehicles; (iv) the money or other property from the sale of any Group II 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 II 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 will exchange Group II Exchanged Vehicles for Group II Replacement Vehicles with the intent of qualifying for deferral of gain and 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.

“ Fiscal Quarter ” means any quarter of a Fiscal Year.

“ Fiscal Year ” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year ( e.g. , the “2006 Fiscal Year”) refer to the Fiscal Year ending on the December 31 occurring during such calendar year.

“ Fitch ” means Fitch, Inc.

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

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

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

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

“ Group II Collateral ” means the Master Lease and all payments made thereunder, the Group II Vehicles, the rights under Vehicle Disposition Programs in respect of Group II Vehicles, any other Master Collateral, Master Lease Collateral or other Collateral related to Group II Vehicles, the Group II Collection Account and all proceeds of the foregoing.

“ Group II Collection Account ” has the meaning specified in Section 4.6(a) hereof.

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

“ Group II Master Collateral ” means all right, title and interest of RCFC or DTG Operations in Group II Vehicles and proceeds thereof, the other Master Collateral and proceeds thereof in respect of Group II Vehicles, the Group II 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 II Series of Notes; provided that the Group II Master Collateral shall not include any Exchange Proceeds until such time as RCFC or DTG Operations 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 § 1.1031(k)-1(g)(6).

“ Group II Monthly Servicing Fee ” means, on any date of determination, 1/12 of 1% of the Group II 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 II Series of Notes and if DTAG is no longer the Master Servicer, the Group II Monthly Servicing Fee shall equal the greater of (x) the product of (i) $20 and (ii) the number of Group II Vehicles as of the last day of the Related Month, and (y) the amount described in the first clause of this definition.

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

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

“ Group II Series of Notes ” has the meaning specified in Section 1(c) hereof.

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

“ Group II 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 II Vehicle, and pledged by RCFC under the Master Collateral Agency Agreement for the benefit of the Trustee (on behalf of the Group II Noteholders).

“ Hedging Agreements ” means, collectively, currency exchange agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect a Person against fluctuations in interest rates or currency exchange rates.

“ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under Hedging Agreements.

“ 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 “A3” from Moody’s and at least “A” 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 an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition.

“ Increase ” has the meaning specified in Section 4A.2(a) of this Supplement.

“ Increase Date ” means the date on which an Increase occurs.

“ Indebtedness ” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, bonds (including Surety Bonds) and similar obligations, whether or not drawn, and banker’s acceptances issued for the account of such Person;

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(c) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities;

(d)

all obligations of such Person in the nature of overdrafts;

(e)

net liabilities of such Person under all Hedging Obligations;

(f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(g)

Redeemable Capital Stock; and

(h) all Contingent Obligations of such Person in respect of any of the foregoing.

For all purposes of this Supplement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Interest Coverage Ratio ” means, at the end of any Fiscal Quarter, the ratio of

(a) EBITDA for the four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter

(b) Aggregate Interest Expense for the four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter, net of interest income for such four Fiscal Quarter period.

“ Invested Amount ” means, on any date of determination, with respect to the Series 1998-1 Notes, the Series 1998-1 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 1998-1 Invested Amount but for such series.

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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 “A3” or “A”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded such Manufacturer for a period of 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 downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“ 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.

“ 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, the amount of payments due under the Master Lease with respect to the Related Month which were not paid when due.

“ Lease Payment Recoveries ” means, as of any Payment Date, an amount equal to all payments made by the Lessees or the Guarantor under the Master Lease since the preceding Payment Date on account of past due payments under the Master Lease, excluding any amounts drawn under the Series 1998-1 Letter of Credit or withdrawn from the Series 1998-1 Excess Funding Account.

“ Lessee ” means 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

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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.

“ Limited Liquidation Event of Default ” means, the occurrence of any Amortization Event specified in Sections 5.1(a) through (i) 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 within such thirty (30) day period, such Amortization Event shall have been cured.

“ 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) thereof (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).

“ Liquidity Agent ” means Credit Suisse (formerly Credit Suisse First Boston), a Swiss banking corporation, in its capacity as the Liquidity Agent under the Liquidity Agreement, and its successors and assigns in such capacity.

“ Liquidity Agreement ” means the Liquidity Agreement, dated as of March 4, 1998, among DTFC, certain financial institutions party thereto as liquidity lenders and the Liquidity Agent, as the same may be amended, modified or restated from time to time.

“ Liquidity Deficiency ” is defined in the Certificate of Liquidity Demand attached as Annex B to the Series 1998-1 Letter of Credit.

“ Liquidity Demand ” means a demand for a LOC Liquidity Disbursement under the Series 1998-1 Letter of Credit pursuant to a Certificate of Liquidity Demand.

“ LOC Credit Disbursement ” means an amount drawn under the Series 1998-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ LOC Disbursement ” means any LOC Liquidity Disbursement, any LOC Credit Disbursement or any LOC Termination Disbursement, or other disbursement by the Series 1998-1 Letter of Credit Provider under the Series 1998-1 Letter of Credit, or any combination thereof, as the context may require.

“ LOC Liquidity Disbursement ” means an amount drawn under the Series 1998-1 Letter of Credit pursuant to a Certificate of Liquidity Demand.

“ LOC Termination Disbursement ” means an amount drawn under the Series 1998-1 Letter of Credit pursuant to a Certificate of Termination Demand. The amount of such

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LOC Termination Disbursement shall be the amount so drawn or thereafter, if greater, the amount of the Deposited Funds in the Series 1998-1 Cash Collateral Account.

“ 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, 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 and constituting a voidable preference pursuant to the Bankruptcy Code that were reclaimed, rescinded or otherwise returned during such Related Month.

“ Mandatory Decrease ” has the meaning specified in Section 4A.3(a) of this Supplement.

“ 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 one hundred (100) 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 100 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 one hundred (100) 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 or in connection with a

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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 the Issuer; provided , further , that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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 1998-1 Closing Date, the lower of (i) the lowest Measurement Month Average of any full Measurement Month within the preceding 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 each such Non-Program Vehicles calculated as of 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, each Lessee, as grantor and servicer, 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.

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“ Master Lease ” means that certain Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group II), dated as of February 14, 2007, among RCFC, as Lessor, DTG Operations, as a Lessee and Servicer, those additional Subsidiaries and Affiliates of DTAG from time to time becoming Lessees and Servicers thereunder and DTAG, as guarantor and Master Servicer, as the same may be 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 II Series of Notes, plus (ii) with respect to all Group II 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 Group II Series of Notes, plus (iii) the aggregate Net Book Values of all Group II Vehicles leased under the Master Lease on such date that were acquired, financed or refinanced with funds other than proceeds of Group II 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 such date to invest in new Group II Vehicles for leasing under the Master Lease (in each case, 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 consent 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 has 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.

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(50%) 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 has 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 ” with respect to any date, means, 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 II 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 II 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 Month shall be included in any other Measurement Month; provided , further , that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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 II 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 II 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 II Vehicles on the dates of their respective sales; provided that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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 1998-1 Notes on any date of determination, the sum of (a) the product of (i) the Series 1998-1 Program Enhancement Percentage, times (ii) an amount in U.S. Dollars equal to the aggregate Series 1998-1 Invested Amount minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account, the Exchange Agreement Group II Rights Value

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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 II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement and are not distributable to or at the direction of DTAG, the Issuer, or DTG Operations pursuant thereto, 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 II Collateral, times (B) a fraction, the numerator of which shall be the sum of the Series 1998-1 Invested Amounts as of such date and the Series 1998-1 Available Subordinated Amount for such date and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of such date and (II) the sum of the Invested Amounts for all Group II Series of Notes as of such date, times (iii) a fraction, the numerator of which shall be the aggregate Net Book Value of all Program Vehicles as of such date and the denominator of which shall be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of such date, plus (b) the product of (i) the Series 1998-1 Non-Program Enhancement Percentage times (ii) an amount in U.S. Dollars equal to the aggregate Series 1998-1 Invested Amount as of such date, minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account as of such date, the Exchange Agreement Group II Rights Value and, to the extent cash and Permitted Investments in the Master Collateral Account are allocable to the Trustee on behalf of holders of Group II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement and are not distributable to or at the direction of the Master Servicer pursuant thereto, 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 II Collateral, times (B) a fraction, the numerator of which shall be the sum of the Series 1998-1 Invested Amount as of such date and the Series 1998-1 Available Subordinated Amount for such date and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of such date and (II) the sum of the Invested Amounts for all Group II Series of Notes as of such date, times (iii) a fraction, the numerator of which shall be the aggregate Net Book Value of all Non-Program Vehicles as of such date and the denominator of which shall be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of such date, plus (c) the Additional Overcollateralization Amount as of such date.

“ Minimum Series 1998-1 Letter of Credit Amount ” means, with respect to any date of determination on and after the Series 1998-1 Closing Date, the greater of (a) an amount equal to (i) 3% of the Series 1998-1 Invested Amount of the Series 1998-1 Notes outstanding on such date, less (ii) any cash on deposit in the Series 1998-1 Cash Collateral Account on such date, (b) an amount equal to (i) the Minimum Enhancement Amount on such date, minus (ii) the Series 1998-1 Available Subordinated Amount on such date and (c) $5,000,000; provided , that upon the occurrence of a Liquidity Agreement Amortization Event (as such term is defined in the Liquidity Agreement), the Minimum Series 1998-1 Letter of Credit Amount shall remain fixed at an amount equal to the Series 1998-1 Letter of Credit Amount as of such date.

“ Minimum Subordinated Amount ” means, with respect to any date of determination, the greater of (a) 2.25% of the Series 1998-1 Invested Amount on such date and (b) an amount equal to (i) the Minimum Enhancement Amount, minus (ii) the Series 1998-1 Letter of Credit Amount.

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

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“ 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.

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

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

“ Net Equity Proceeds ” means with respect to the sale or issuance by DTAG or any of its Subsidiaries to any Person (other than DTAG or any of its Subsidiaries) of any Capital Stock, other than pursuant to the Equity Offerings, or any warrants or options with respect to such Capital Stock or the exercise of any such warrants or options, the excess of:

(a) the gross cash proceeds received by DTAG or such Subsidiary from such sale, exercise or issuance (other than proceeds received with respect to (i) employee incentive compensation plans (including incentive stock options), (ii) employee stock purchase plans (including deferred stock purchase plans) and (iii) direct purchase plans (other than the plans described in the preceding clauses (i) and (ii) ) to the extent such proceeds from direct purchase plans do not exceed $1,000,000 in any Fiscal Year),

over

(b) all fees and expenses with respect to underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements actually incurred in connection with such sale or issuance or exercise which have not (other than in the case of reasonable out-of-pocket expenses) been paid to Affiliates of DTAG in connection therewith.

“ Net Income ” means, for any applicable period, the aggregate of all amounts which, in accordance with GAAP, would be included as net earnings (or net loss) on a consolidated statement of operations of DTAG and its Subsidiaries for such period (excluding therefrom non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and any related income tax effects).

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“ Net Worth ” means, with respect to any Person at any date, on a consolidated basis for such Person and its Subsidiaries, the excess of:

(a) the sum of capital stock (other than Redeemable Capital Stock) taken at par value, capital surplus (other than in respect of Redeemable Capital Stock) and retained earnings (or accumulated deficit) of such Person at such date (excluding therefrom, to the extent excluded in determining Net Income which is reflected in such retained earnings (or accumulated deficit), non-cash gains and non-cash charges arising from marking to market the fair value of Hedging Agreements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and any related income tax effects);

over

(b) treasury stock of such Person and, to the extent included in the preceding clause (a) , minority interests in Subsidiaries of such Person at such date.

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

“ Non-Program Vehicle ” means a Group II Vehicle that, when acquired 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.

“ Non-Vehicle Debt ” means

(a)

Total Debt

minus

(b)

to the extent included in such Total Debt, Vehicle Debt

plus

(c) any obligation of a Subsidiary Borrower or any Subsidiary of such Subsidiary Borrower (other than RCFC or another SPC) with respect to Vehicles owned by such Subsidiary Borrower or such Subsidiary (i) which exceeds the excess of (x) the aggregate Capitalized Cost (as defined in the Base Indenture) of such Vehicles over (y) the greater of the sum of the aggregate Depreciation Charges (as defined in the Base Indenture) accrued with respect to such Vehicles and the difference between such aggregate Capitalized Cost and the fair market value of such Vehicles and (ii) which has become due and payable and remains unpaid as of the end of any calendar month.

“ Non-Vehicle Interest Expense ” means, for any applicable period, the excess of

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portion of the Commitment Amount (as defined in the Credit Agreement or any successor agreement thereto), (ii) all other fees paid or owed with respect to the issuance or maintenance of Contingent Obligations (including letters of credit), which, in accordance with GAAP, would be included as interest expense, (iii) net costs or benefits under Hedging Agreements and (iv) the portion of any payments made in respect of Capitalized Lease Liabilities of DTAG and its Subsidiaries allocable to interest expense, but excluding the amortization of debt issuance costs and other financing expenses incurred in connection with the transactions contemplated by the Credit Agreement,

over

(b) to the extent included in the preceding clause (a) , gross interest expense in respect of Vehicle Debt (“ Vehicle Interest Expense ”).

“ Note Purchase Agreement ” means the Note Purchase Agreement, dated as of March 4, 1998, among RCFC, DTAG and DTFC, pursuant to which DTFC agrees to purchase the Series 1998-1 Notes from RCFC, subject to the terms and conditions set forth therein, or any successor agreement to such effect among RCFC, DTAG and DTFC or its successor, in any case as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Note Purchaser ” means DTFC, in its capacity as the Note Purchaser under the Note Purchase Agreement, and any permitted successors and assigns in such capacity.

“ 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 Group II Noteholders shall notify the Trustee of objection thereto.

“ Overcollateralization Portion ” means, as of any date of determination, (i) the sum of the amounts determined pursuant to clauses (a) and (b) of the definition of Minimum Enhancement Amount as of such date minus (ii) the Series 1998-1 Letter of Credit Amount as of such date.

“ 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 April 25, 1998.

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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 than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard & Poor’s of “A-1+”, from Moody’s of “P-1” and from Fitch of at least “F1+” (if rated by Fitch) in the case of certificates of deposit or short-term deposits, or a rating from Standard & Poor’s of at least “AAA”, from Moody’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 Standard & Poor’s of at least “A-1+”, from Moody’s of “P-1” and from Fitch of at least “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 rated at least “AAAm” by Standard & Poor’s or otherwise approved in writing by Standard & Poor’s, from Moody’s of at least “Aaa” or otherwise approved in writing by Moody’s, and from Fitch of at least “AA” (if rated by Fitch); (vii) Eurodollar time deposits having a credit rating from Standard & Poor’s of “A-1+”, from Moody’s of “P-1” and from Fitch of at least “F1+” (if rated by Fitch); and (viii) any other instruments or securities that satisfy the Rating Agency Condition.

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

“ Person ” means any natural person, corporation, limited liability company, partnership, joint venture, joint stock company, firm, association, trust or unincorporated organization, government, governmental agency, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

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

“ Principal Collections ” means Collections other than Series 1998-1 Interest Collections.

“ Program Vehicle ” means any Group II Vehicle which at the time of purchase or financing by RCFC or a Lessee, as the case may be, is eligible 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.

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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 Federal Deposit Insurance Corporation and (i) has a long-term indebtedness rating from Standard & Poor’s of not lower than “AA”, from Moody’s of not lower than “Aa2” and from Fitch of not lower than “AA” and a short-term indebtedness rating from Standard & Poor’s not lower than “A-1”, from Moody’s not lower than “P-1” and from Fitch not lower than “F1”, or (ii) has otherwise satisfied the Rating Agency Condition.

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

“ Rating Agencies ” means, with respect to the Commercial Paper Notes, Standard & Poor’s, Moody’s and Fitch.

“ Rating Agency Condition ” means, with respect to any action, that each Rating Agency shall have notified DTFC 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 the Commercial Paper Notes.

“ 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 1998-1 Notes and all costs, fees and expenses (including any taxes) payable by, or obligations of, RCFC in respect of the Series 1998-1 Notes under the Indenture and the Related Documents.

“ 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 II Collection Account or the Master Collateral Account in respect of Group II Master Collateral) from any Person during such Related Month in respect of amounts that had previously been treated as Losses, 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 II Collection Account or the Master Collateral Account in respect of Group II Master Collateral) resulting from the sale or other final disposition of Acquired Vehicles that are Group II Vehicles (other than pursuant to Vehicle Disposition Programs) plus any Termination Payments that have accrued with respect to such Acquired Vehicles that are Group II Vehicles, over (y) the Net

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Book Values of such Acquired Vehicles that are Group II Vehicles, calculated on the dates of the respective sales or dispositions thereof.

“ Redeemable Capital Stock ” means Capital Stock of DTAG or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (i) is or upon the happening of an event or passage of time would be required to be redeemed (for consideration other than shares of common stock of DTAG) on or prior to April 1, 2010, (ii) is redeemable at the option of the holder thereof (for consideration other than shares of common stock of DTAG) at any time prior to such date or (iii) is convertible into or exchangeable for debt securities of DTAG or any of its Subsidiaries at any time prior to such anniversary.

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

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

“ Related Documents ” means, collectively, the Indenture, the Series 1998-1 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 Assignment Agreements, the Note Purchase Agreement, the Group II Assignment of Exchange Agreement and the CP Program Documents (as such term is defined in the Liquidity Agreement).

“ 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.

“ Required Asset Amount ” means with respect to the Series 1998-1 Notes, at any date of determination, the sum of (i) the Invested Amounts for all Group II Series of Notes that do not provide for Enhancement in the form of overcollateralization plus (ii) with respect to all Group II Series of Notes that provide for Enhancement in the form of overcollateralization, the sum of (a) the Invested Amounts 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 Group II Noteholders ” means Noteholders holding in excess of 50% of the Group II Aggregate Invested Amount (excluding, for the purposes of making the foregoing calculation, any Notes held by DTAG or any Affiliate of DTAG, except for any Affiliate that is a bankruptcy remote, special purpose vehicle).

“ 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 Group II 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 II Series of Notes and (ii) the available subordinated amount percentages for all Group II Series of Notes that provide for credit enhancement in the form of overcollateralization, including all classes of such Group II Series of Notes, in each case as such percentages are calculated on such date with respect to Group II 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.

“ Series 1998-1 Accrued Interest Account ” has the meaning specified in Section 4.6(b) of this Supplement.

“ Series 1998-1 Available Subordinated Amount ” means, for any date of determination, an amount equal to (a) the Series 1998-1 Available Subordinated Amount for the preceding Determination Date (or, in the case of the initial Determination Date following the Series 1998-1 Closing Date, the Series 1998-1 Closing Date), minus (b) the Series 1998-1 Available Subordinated Amount Incremental Losses for the Related Month, plus (c) the Series 1998-1 Available Subordinated Amount Incremental Recoveries for the Related Month, minus (d) the Series 1998-1 Lease Payment Losses allocable to the Series 1998-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement since the preceding Determination Date, plus (e) the Series 1998-1 Lease Payment Recoveries allocable to the Series 1998-1 Available 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 1998-1 Closing Date) to the Series 1998-1 Excess Funding Account for allocation to the Series 1998-1 Available Subordinated 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 1998-1 Closing Date) as Group II Master Collateral for allocation to the Series 1998-1 Available Subordinated Amount pursuant to the Indenture, minus (h) any amounts withdrawn from the Series 1998-1 Excess Funding Account since the preceding Determination Date (or in the case of the first Determination Date, since the Series 1998-1 Closing Date) for allocation to the Retained Distribution Account. The “Series 1998-1 Available Subordinated Amount” for the Series 1998-1 Closing Date through the first Determination Date thereafter shall mean $0.

“ Series 1998-1 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 1998-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

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“ Series 1998-1 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 1998-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

“ Series 1998-1 Cash Collateral Account ” has the meaning specified in Section 4.16(a) of this Supplement.

“ Series 1998-1 Cash Collateral Account Surplus ” means, as of any date of determination subsequent to the establishment and funding of the Series 1998-1 Cash Collateral Account pursuant to Section 4.18(a) of this Supplement, the amount, if any, by which (a) the Series 1998-1 Letter of Credit Amount exceeds (b) the Minimum Series 1998-1 Letter of Credit Amount.

“ Series 1998-1 Closing Date ” means March 4, 1998.

“ Series 1998-1 Collection Account ” has the meaning specified in Section 4.6(a) of this Supplement.

“ Series 1998-1 Deficiency Amount ” has the meaning specified in Section 4.8(a) of this Supplement.

“ Series 1998-1 Deposit Date ” has the meaning specified in Section 4.7 of this Supplement.

“ Series 1998-1 Distribution Account ” has the meaning specified in Section 4.12(a) of this Supplement.

“ Series 1998-1 Distribution Account Collateral ” has the meaning specified in Section 4.12(d) of this Supplement.

“ Series 1998-1 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 1998-1 Enhancement Factor ” means, as of any date of determination, an amount equal to (i) 100% minus (ii) the percentage equivalent of a fraction, the numerator of which is the sum of the amounts determined pursuant to clauses (a) and (b) of the definition of Minimum Enhancement Amount as of such date and the denominator of which is the Series 1998-1 Invested Amount as of such date.

“ Series 1998-1 Excess Funding Account ” has the meaning specified in Section 4.6(a) of this Supplement.

“ Series 1998-1 Funding Date ” means the date on which the initial Increase is funded.

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“ Series 1998-1 Initial Invested Amount ” means the aggregate initial principal amount of the Series 1998-1 Notes, which is zero dollars.

“ Series 1998-1 Interest Amount ” means, with respect to any Payment Date, the sum of the Daily Interest Amounts for each day in the related Series 1998-1 Interest Period, plus all previously accrued and unpaid Series 1998-1 Interest Amounts (together with interest on such unpaid amounts at the Series 1998-1 Note Rate), plus any Carrying Charges due to the Series 1998-1 Noteholders and unpaid as of such Payment Date.

“ Series 1998-1 Interest Collections ” means on any date of determination, all Collections in the Group II Collection Account which represent Monthly Variable Rent, Monthly Finance Rent or the Availability Payment accrued under any Lease related to Group II Vehicles with respect to the Series 1998-1 Notes, plus the Series 1998-1 Invested Percentage of any amounts earned on Permitted Investments in the Series 1998-1 Collection Account which constitute Group II Collateral and which are available for distribution on such date.

“ Series 1998-1 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 1998-1 Interest Period shall be from the Series 1998-1 Closing Date to the initial Payment Date.

“ Series 1998-1 Invested Amount ” means, on any date of determination, an amount equal to (a) the Series 1998-1 Initial Invested Amount, minus (b) the amount of principal payments made to Series 1998-1 Noteholders and Decreases allocated to the Series 1998-1 Noteholders on or prior to such date, minus (c) all Losses and Lease Payment Losses allocated to the Series 1998-1 Noteholders by allocation to the Invested Amount on or prior to such date, plus (d) all Recoveries and Lease Payment Recoveries allocated to the Series 1998-1 Noteholders by allocation to the Invested Amount on or prior to such date, plus (e) all Increases allocated to the Series 1998-1 Noteholders on or prior to such date.

“ Series 1998-1 Invested Percentage ” means, on any date of determination:

(i) when used with respect to Principal Collections during the Series 1998-1 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 1998-1 Invested Amount and (y) the Series 1998-1 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 1998-1 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 1998-1 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 II Series of Notes including all classes of such Series of Notes) and (ii) available subordinated amount percentages for allocations with respect

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to Principal Collections (for all Group II Series of Notes that provide for credit enhancement in the form of overcollateralization); and

(ii) when used with respect to Principal Collections during the Series 1998-1 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 1998-1 Invested Amount and (y) the Series 1998-1 Available Subordinated Amount, in each case as of the end of the related Series 1998-1 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 II 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 II Series of Notes that provide for credit enhancement in the form of overcollateralization).

“ Series 1998-1 Investor Monthly Servicing Fee ” means the Series 1998-1 Invested Percentage of the Group II Monthly Servicing Fee.

“ Series 1998-1 Lease Payment Losses ” means, as of any Determination Date, an amount equal to the Series 1998-1 Invested Percentage of Lease Payment Losses as of such date.

“ Series 1998-1 Lease Payment Recoveries ” means, for any Determination Date, the Series 1998-1 Invested Percentage of all Lease Payment Recoveries received during the Related Month.

“ Series 1998-1 Letter of Credit ” means the irrevocable letter of credit, dated as of March 4, 1998, issued by the Series 1998-1 Letter of Credit Provider in favor of the Enhancement Agent for the benefit of the Series 1998-1 Noteholders pursuant to the CP 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, as amended from time to time.

“ Series 1998-1 Letter of Credit Amount ” means, as of any date of determination, the amount (a) available to be drawn on such date under the Series 1998-1 Letter of Credit, as specified therein or (b) if the Series 1998-1 Cash Collateral Account has been established and funded pursuant to Section 4.18 of this Supplement, the amount on deposit in the Series 1998-1 Cash Collateral Account on such date.

“ Series 1998-1 Letter of Credit Expiration Date ” means the date the Series 1998-1 Letter of Credit expires as specified in the Series 1998-1 Letter of Credit, as such date may be extended in accordance with the terms of the Series 1998-1 Letter of Credit.

“ Series 1998-1 Letter of Credit Provider ” means Credit Suisse (formerly known as Credit Suisse First Boston), a Swiss banking corporation, or such other Person providing the Series 1998-1 Letter of Credit in accordance with the terms of this Supplement and the Master Lease.

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“ Series 1998-1 Maximum Invested Amount ” has the meaning specified in Section 4A.1 of this Supplement.

“ Series 1998-1 Monthly Interest Shortfall ” means, as of any Payment Date, the excess, if any of the Series 1998-1 Interest Amount over the amount withdrawn from the Series 1998-1 Accrued Interest Account and deposited in the Series 1998-1 Distribution Account on such Payment Date pursuant to Section 4.7(a) of this Supplement.

“ Series 1998-1 Monthly Servicing Fee ” means the Series 1998-1 Invested Percentage of the Group II Monthly Servicing Fee.

“ Series 1998-1 Monthly Supplemental Servicing Fee ” means the Series 1998-1 Invested Percentage of the Group II Supplemental Servicing Fee.

“ Series 1998-1 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) 16%, and (b) 16%.

“ Series 1998-1 Noteholders ” means, collectively, the holders of the Series 1998-1 Notes.

“ Series 1998-1 Note Rate ” means, for any Series 1998-1 Interest Period, the weighted average of the CP Rates for the portion of the Series 1998-1 Invested Amount comprised of all or a portion of the CP Tranche and the weighted average of the Eurodollar Rate (Reserve Adjusted) applicable to the portion of the Series 1998-1 Invested Amount comprised of all or a portion of the Eurodollar Tranche and the weighted average of the Base Rates applicable to the portion of the Series 1998-1 Invested Amount comprised of all or a portion of the Base Rate Tranche, as such capitalized terms not otherwise defined herein are defined in the Liquidity Agreement; provided , however , that the Series 1998-1 Note Rate will in no event be higher than the maximum rate permitted by applicable law. The Liquidity Agent will notify the Trustee and the Master Servicer in writing regarding the Series 1998-1 Note Rate on or prior to the related Determination Date pursuant to Section 4.4(b) of the Liquidity Agreement.

“ Series 1998-1 Notes ” has the meaning specified in the first paragraph of Article 1 of this Supplement and means any one of the Rental Car Asset Backed Variable Funding Notes executed by RCFC and authenticated and delivered by or on behalf of the Trustee, substantially in the form of Exhibit A attached hereto.

“ Series 1998-1 Principal Allocation ” has the meaning specified in Section 4.7(a)(i)(2) of this Supplement.

“ Series 1998-1 Program Enhancement Percentage ” means, with respect to any date of determination, 11.5%.

“ Series 1998-1 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 1998-1 Notes and ending upon the earliest to occur of (i) the date on which the Series 1998-1 Notes are paid in full, (ii) the

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Scheduled Liquidity Termination Date and (iii) the termination of the Indenture in accordance with its terms.

“ Series 1998-1 Revolving Period ” means, with respect to any class of the Series 1998-1 Notes, the period from and including the Series 1998-1 Closing Date to the commencement (if any) of the Series 1998-1 Rapid Amortization Period.

“ Series 1998-1 Termination Date ” means, with respect to the Series 1998-1 Notes, the date that is 1 year from the Scheduled Liquidity Commitment Termination Date, as defined in the Liquidity Agreement, as such date may be extended from time to time.

“ 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 II Series of Notes as of such Payment Date that are not required to make payments of principal with respect to such Group II 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 II Series of Notes.

“ SPC ” means RCFC, DTFC, TCL Funding Limited Partnership, a financing partnership organized under the laws of Canada, each successor entity thereto, and any other special purpose entity formed for the purpose of financing the acquisition of Vehicles.

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

“ 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.

“ Subsidiary Borrowers ” means collectively DTG Operations and Thrifty.

“ Subsidiary Guarantor ” means any Subsidiary of DTAG that is party to a guaranty executed and delivered by such Subsidiary pursuant to Section 6.1.11 of the Credit Agreement, substantially in the form of Exhibit G to the Credit Agreement.

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

“ Substitute Group II Exchanged Vehicle Proceeds Amount ” means, at any time, funds, if any, set aside by RCFC in the Series 1998-1 Excess Funding Account in respect of Group II Exchanged Vehicles for use as Substitute Group II 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 1998-1 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.

“ Total Debt ” means, without duplication, the aggregate amount of all Indebtedness of DTAG and its Subsidiaries, other than Indebtedness of the type described in clause (d) or (e) of the definition of “Indebtedness” or, to the extent in respect of such type of Indebtedness, clause (h) of the definition of “Indebtedness.”

“ 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 II 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 Debt ” means Indebtedness relating solely to the financing or leasing of any Vehicle and secured thereby (and by related collateral); provided that any obligation included as Non-Vehicle Debt pursuant to clause (c) of the definition thereof shall not be deemed to be Vehicle Debt.

“ 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 Interest Expense ” is defined in clause (b) of the definition of “ Non-Vehicle Interest Expense ”.

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

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“ Vehicle Lease Expiration Date ”, with respect to each Group II Vehicle, means the earliest of (i) the Disposition Date for such Group II Vehicle, (ii) if such Group II 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 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.

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

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

“ Voluntary Decrease ” is defined in Section 4A.3(b) of this Supplement.

ARTICLE 3

GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1 Grant 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 II Series of Notes (the “ Group II Noteholders ”), and hereby grants to the Trustee, for the benefit of the Group II Noteholders, 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 II Vehicles to which RCFC is a party other than the Vehicle Disposition Programs and any Group II 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

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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 II Assignment of Exchange Agreement;

(iv)

any Unused Exchange Proceeds; and

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 1998-1 Notes (but not any other Series of Notes), RCFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the Enhancement Agent for the benefit of the Group II Noteholders (but not any other Series of Notes), and hereby grants to the Enhancement Agent for the benefit of the Group II Noteholders, 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 1998-1 Letter of Credit;

(ii) (A) any Series 1998-1 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 1998-1 Cash Collateral Account or the funds on deposit therein from time to time; (D) all investments made at any time and from time to time with moneys in any such Series 1998-1 Cash Collateral Account; and

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

(c) The Trustee and the Enhancement Agent, as trustees on behalf of the Group II Noteholders, each 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 Group II Noteholders may be adequately and effectively protected. The Master Lease Collateral shall secure the Group II Series Notes equally and ratably without prejudice, priority (except as otherwise stated in this Supplement) or distinction.

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(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 or any of the Group II Noteholders, 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 property set forth in the “safe harbor” provisions of Treasury Regulation § 1.1031(k)-1(g)(6).

ARTICLE 4A

INITIAL ISSUANCE AND INCREASES AND DECREASES OF

SERIES 1998-1 INVESTED AMOUNT OF SERIES 1998-1 NOTES

Section 4A.1 Issuance in Definitive Form. Pursuant to Section 2.19 of the Base Indenture, upon request by the Note Purchaser, the Issuer hereby consents to the issuance of the Series 1998-1 Notes in the form of Definitive Notes. The Series 1998-1 Notes shall initially be sold to investors in reliance on an exemption from the registration requirements of the Securities Act, and shall be issued in the form of one or more Definitive Notes, in fully registered form without interest coupons, substantially in the form attached hereto as Exhibit A , with such legends as may be applicable thereto, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.4 of the Base Indenture, in an aggregate stated principal amount of up to $800,000,000 (the “ Series 1998-1 Maximum Invested Amount ”). The aggregate principal amount of the Series 1998-1 Notes outstanding may not exceed such amounts.

Section 4A.2 Procedure for Increasing the Series 1998-1 Invested Amount .

(a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 4A.2 (as evidenced by an Officer’s Certificate of the Master Servicer delivered to the Trustee), on the Series 1998-1 Closing Date, the Issuer may issue Series 1998-1 Notes in the maximum invested amount described in Section 4A.1 , the initial aggregate principal amounts of which will be equal to the Series 1998-1 Initial Invested Amount. Such Series 1998-1 Notes shall be issued to the Note Purchaser. On the Series 1998-1 Funding Date and thereafter on each Increase Date during the Series 1998-1 Revolving Period, the Issuer may, upon written request by the Issuer to the Trustee and upon not less than one Business Day’s prior written notice by the Collateral Agent to the Note Purchaser in the manner provided in the Note Purchase Agreement (such notice specifying the applicable Increase Date), the Issuer may increase the Series 1998-1 Invested Amount (each such increase referred to as an “ Increase ”) in the manner provided in the Series 1998-1 Notes in amounts that satisfy the following requirements: (i) the portion of the Increase represented by additional Series 1998-1 Invested Amount shall be such that the Enhancement Amount shall at least equal the Minimum Enhancement Amount after giving effect to such Increase in the Series 1998-1 Invested Amount and the application of the proceeds thereof to leasing Group II Vehicles; and (ii) no Asset Amount Deficiency will result from such Increase. Satisfaction of the above conditions shall be evidenced by the delivery of a certificate from the Master Servicer to such effect to each of the Trustee and the Enhancement Agent. Proceeds from any Increase shall be deposited into the Series 1998-1 Collection Account and allocated in accordance with Article 4 hereof. Upon each Increase, the Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such Increase. The Increase in the Series 1998-1 Invested Amount shall be allocated pro rata among the Outstanding Series 1998-1 Notes.

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(b) The Series 1998-1 Invested Amount may be increased pursuant to subsection (a) above only upon satisfaction of each of the following conditions (as evidenced by an Officers’ Certificate delivered by the Issuer to the Trustee) with respect to each proposed Increase:

(i) The amount of such Increase shall be equal to or greater than $100,000;

(ii) After giving effect to such Increase, the Series 1998-1 Invested Amount shall not exceed the Series 1998-1 Maximum Invested Amount;

(iii) There shall not then exist, nor shall such Increase result in the occurrence of, (x) an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default, or (y) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Amortization Event, a Liquidation Event of Default or a Limited Liquidation Event of Default;

(iv) All conditions precedent (1) to the acquisition of additional Group II Vehicles under the Master Lease, (2) to the making of Advances (as defined in the Note Purchase Agreement) under the Note Purchase Agreement and (3) to the issuance of Commercial Paper Notes as specified in the Liquidity Agreement shall have, in each case, been satisfied; provided, that an Opinion of Counsel to the effect that the Series 1998-1 Notes will be treated as indebtedness of the Issuer for Federal income tax purposes shall not be required;

(v) The Issuer or, with respect to Financed Vehicles, the applicable Lessee, as the case may be, shall have good and marketable title to each Vehicle purchased thereby with the proceeds from the sale of and of Increases in the Series 1998-1 Notes, free and clear of all Liens and encumbrances, other than any Permitted Liens. Each Eligible Vehicle Disposition Program shall be in full force and effect, and shall be enforceable against the related Manufacturer in accordance with its terms;

(vi) Each Lessee shall have granted to the Master Collateral Agent, for the benefit of the Trustee, and RCFC shall have granted to the Master Collateral Agent, for the benefit of the Trustee, in each case on behalf of the Series 1998-1 Noteholders, a first priority security interest in all Series 1998-1 Vehicles now or hereafter purchased or financed by the Issuer with the proceeds from the sale of and Increases in the Series 1998-1 Notes or with any contributions of capital made by DTAG in favor of the Issuer;

(vii) the Issuer shall have granted to the Trustee a first priority security interest in its right, title and interest in and to the Master Lease and the Master Lease Collateral;

(viii) on or prior to the Series 1998-1 Closing Date, the Trustee shall have received executed counterparts of the Assignment Agreements related to the assignment of rights under each Eligible Vehicle Disposition Program, duly executed by the applicable Lessee and/or the Issuer, as assignor, and the Trustee, as assignee;

(ix) the Trustee shall have received a copy of each Eligible Vehicle Disposition Program under which Series 1998-1 Vehicles will be or have been purchased

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and are proposed to be included in the Aggregate Asset Amount and an Officer’s Certificate, dated the Series 1998-1 Closing Date, and duly executed by an Authorized Officer of the Issuer, certifying that each such copy is true, correct and complete as of the Series 1998-1 Closing Date;

(x) Notice of such Increase shall have been delivered to the Collateral Agent and the Liquidity Agent;

(xi) All representations and warranties set forth in Article 6 of the Base Indenture and in Section 23 of the Master Lease shall be true and correct; and

(xii) With respect to the initial Increase only, the Master Servicer shall have calculated the Series 1998-1 Available Subordinated Amount and the Enhancement Amount.

Section 4A.3 Decreases .

(a) Mandatory Decreases . Whenever the Enhancement Amount is less than the Minimum Enhancement Amount, then, on the Payment Date immediately following discovery of such deficiency, the Issuer shall decrease the Series 1998-1 Invested Amount by the amount (if any) necessary, so that after giving effect to any increases in the Enhancement Amount on or prior to such Payment Date and to all Decreases of the Series 1998-1 Invested Amount on such Payment Date, no such deficiency shall exist on such Payment Date (each reduction of the Series 1998-1 Invested Amount pursuant to this Section 4A.3(a) , a “ Mandatory Decrease ”). Upon such discovery, the Issuer shall deliver notice of any such Mandatory Decreases to the Trustee.

(b) Voluntary Decreases . Upon at least three (3) Business Days’ prior irrevocable notice to the Note Purchaser and the Trustee in writing, the Issuer may voluntarily prepay all or a portion of the Series 1998-1 Invested Amount in accordance with the procedures set forth herein (each reduction of the Series 1998-1 Invested Amount pursuant to this Section 4A.3(b) , a “ Voluntary Decrease ”); provided , that all voluntary Decreases pursuant to this Section 4A.3(b) shall be allocated such that (1) the Enhancement Amount after giving effect to such Decrease is not less than the Minimum Enhancement Amount. Each such Decrease shall be, in the aggregate for all Series 1998-1 Notes, in a minimum principal amount of $100,000. The Note Purchaser shall promptly advise the Liquidity Agent of any notice given pursuant to this Section 4A.3(b) .

(c) Upon receipt by a Responsible Officer of the Trustee of written notice that a Decrease has been completed, the Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such Decrease. The amount of any Decrease shall not exceed the amount on deposit in the Series 1998-1 Collection Account and available for distribution to Series 1998-1 Noteholders in respect of principal on the Series 1998-1 Notes on the date specified in the related notice of Decrease referred to in clauses (a) and (b) above.

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ARTICLE 4

ALLOCATION AND APPLICATION OF COLLECTIONS

Any provisions of Article 4 of the Base Indenture and the Series 2000-1 Supplement which allocate and apply Collections shall continue to apply irrespective of the issuance of the Series 1998-1 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 1998-1 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 II 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 1998-1 Notes on a Payment Date are not needed to make payments of principal to Series 1998-1 Noteholders or required to be deposited in the Series 1998-1 Distribution Account on such Payment Date, such Principal Collections may, at the written direction of the Master Servicer, be applied to cover principal payments due to or for the benefit of Noteholders of other Group II Series of Notes. Any such reallocation will not result in a reduction of the Aggregate Principal Balance or in the Invested Amount of the Series 1998-1 Notes.

(e) Unallocated Principal Collections . If, after giving effect to Section 4.2(d) , Principal Collections allocated to the Series 1998-1 Notes on any Payment Date are in excess of the amount required to pay amounts due in respect of the Series 1998-1 Notes on such Payment Date in full, then any such excess Principal Collections shall be allocated to the Retained Distribution Account (provided that no Series 1998-1 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 II Collateral in accordance with the Indenture and the Master Collateral Agency Agreement, as applicable, to be paid directly into the Group II 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 1998-1 Notes:

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Section 4.6 Establishment of Group II Collection Account, Series 1998-1 Collection Account, Series 1998-1 Excess Funding Account, and Series 1998-1 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 II Series of Notes (such sub-account, the “ Group II Collection Account ”). In addition, the Trustee will create two administrative sub-accounts within the Group II Collection Account. One such sub-account will be established for the benefit of the Series 1998-1 Noteholders (such sub-account, the “ Series 1998-1 Collection Account ”). The second sub-account will be established for the benefit of the Series 1998-1 Noteholders (such sub-account, the “ Series 1998-1 Excess Funding Account ”). A portion of funds on deposit in the Series 1998-1 Excess Funding Account may, from time to time hereafter, be designated by RCFC as the Substitute Group II Exchanged Vehicle Proceeds Amount. This designated amount 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 1998-1 Excess Funding Account.

(b) The Trustee will further divide the Series 1998-1 Collection Account by creating an additional administrative sub-account for the Series 1998-1 Noteholders (such sub-account, the “ Series 1998-1 Accrued Interest Account ”).

(c) All Collections in respect of the Group II Collateral and allocable to the Group II Series of Notes shall be allocated to the Group II Collection Account. All Collections in the Group II Collection Account allocable to the Series 1998-1 Notes and the Series 1998-1 Available Subordinated Amount shall be allocated to the Series 1998-1 Collection Account or the Series 1998-1 Excess Funding Account as provided below.

Section 4.7 Allocations with Respect to the Series 1998-1 Notes . All allocations in this Section 4.7 will be made in accordance with written direction of the Master Servicer. The proceeds from the sale of the Series 1998-1 Notes (or the initial Increase, as applicable), together with any funds deposited with RCFC by DTAG in its capacity as the Retained Interestholder, will, on the Series 1998-1 Closing Date, be deposited by the Trustee into the Group II Collection Account and, concurrently with such initial deposit, allocated by the Trustee to the Series 1998-1 Excess Funding Account. On each Business Day on which Collections are deposited into the Group II Collection Account (each such date, a “ Series 1998-1 Deposit Date ”), the Master Servicer will direct the Trustee in writing to allocate all amounts deposited into the Group II Collection Account in accordance with the provisions of this Section 4.7 :

(a) Allocations During the Series 1998-1 Revolving Period . During the Series 1998-1 Revolving Period, the Master Servicer will direct the Trustee in writing to allocate, on each Series 1998-1 Deposit Date, all amounts deposited into the Group II Collection Account in the priority set forth below:

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

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(1) allocate to the Series 1998-1 Collection Account an amount equal to the Series 1998-1 Interest Collections received on such day. All such amounts allocated to the Series 1998-1 Collection Account shall be further allocated to the Series 1998-1 Accrued Interest Account; provided , however , that if with respect to any Related Month the aggregate of all such amounts allocated to the Series 1998-1 Accrued Interest Account during such Related Month exceeds the Series 1998-1 Interest Amount and any other fees and expenses of RCFC due and payable in respect of the Series 1998-1 Notes 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 1998-1 Excess Funding Account;

(2) to the extent a Mandatory Decrease is required under Section 4A.3(a) of this Supplement, allocate to the Series 1998-1 Distribution Account for the payment of the Series 1998-1 Invested Amount, an amount equal to the lesser of (i) the sum of (A) an amount equal to the Series 1998-1 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 1998-1 Principal Allocation ”), plus (B) any other funds on deposit in the Series 1998-1 Collection Account and the Series 1998-1 Excess Funding Account (excluding any Interest Collections but including proceeds from any Increase) and (ii) the amount, as stated in such Master Servicer’s direction, necessary for such Mandatory Decrease;

(3) allocate to the Series 1998-1 Distribution Account the amount, as stated in such Master Servicer’s direction, of any Voluntary Decreases in the Series 1998-1 Invested Amount to be made in accordance with Section 4A.3(b) of this Supplement;

(4) allocate to the Series 1998-1 Excess Funding Account an amount equal to the sum of (A) the Series 1998-1 Principal Allocation remaining after the allocation in clause (3) above, plus (B) the proceeds from any Increase remaining after the allocations in clause (2) above;

(5) 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 Recoveries:

(1) allocate an amount equal to the Series 1998-1 Invested Percentage (as of such day) of the aggregate amount of Recoveries on such day, first , to replenish the Series 1998-1 Invested Amount, to the extent that the Series 1998-1 Invested Amount has theretofore been reduced as a result of any Losses allocated

- 41 -

thereto pursuant to clause (iii) below and not replenished pursuant to this clause (ii) ; second , to replenish the Series 1998-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.15(b) in respect of unpaid Demand Note draws, which withdrawals have not been paid under such Demand Note and not replenished pursuant to this clause (ii) ; and third , to replenish the Series 1998-1 Available Subordinated Amount to the extent that the Series 1998-1 Available Subordinated Amount has theretofore been reduced as a result of any Losses allocated thereto pursuant to clause (iii) below and not replenished pursuant to this clause (ii) ; and

(2) allocate to the Retained Interest Amount an amount equal to the Retained Interest Percentage (as of such day) of the aggregate amount of Recoveries on such date to the extent that the Retained Interest Amount has theretofore been reduced as a result of any Losses allocated thereto pursuant to clause (iii) below and not replenished pursuant to this clause (ii) ;

(iii)

with respect to all Losses:

(1) allocate an amount equal to the Series 1998-1 Invested Percentage (as of such day) of the aggregate amount of Losses on such day, first , to reduce the Series 1998-1 Available Subordinated Amount until the Series 1998-1 Available Subordinated Amount has been reduced to zero; second , allocate remaining Losses to making a claim under the Demand Note until such claim would reduce the Demand Note to zero; and third , allocate remaining Losses to reduce the Series 1998-1 Invested Amount until the Series 1998-1 Invested Amount has been reduced to zero; and

(2) 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.

(iv)

with respect to all Lease Payment Recoveries:

(1) allocate an amount equal to the Series 1998-1 Invested Percentage (as of such day) of the aggregate amount of Lease Payment Recoveries on such day, first , to replenish the Series 1998-1 Invested Amount to the extent that the Series 1998-1 Invested Amount has theretofore been reduced as a result of any Lease Payment Losses allocated thereto pursuant to clause (v) below and not replenished pursuant to this clause (iv) ; second , to replenish the Series 1998-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) as a result of any Lease Payment Losses allocated to the Series 1998-1 Letter of Credit pursuant to clause (v) below and that have not been replenished pursuant to this clause (iv) ; and third , to replenish the Series 1998-1 Available Subordinated Amount to the extent that the Series 1998-1 Available Subordinated Amount has theretofore been reduced as a result of any

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Lease Payment Losses allocated thereto pursuant to clause (v) below and not replenished pursuant to this clause (iv) ; and

(2) allocate to the Retained Interest Amount an amount equal to the Retained Interest Percentage (as of such day) of the aggregate amount of Lease Payment Recoveries on such date to the extent that the Retained Interest Amount has theretofore been reduced as a result of any Lease Payment Losses allocated thereto pursuant to clause (v) below and not replenished pursuant to this clause (iv) );

(v)

with respect to all Lease Payment Losses:

(1) allocate an amount equal to the Series 1998-1 Invested Percentage (as of such day) of the aggregate amount of Lease Payment Losses on such day, first , to reduce the Series 1998-1 Available Subordinated Amount until the Series 1998-1 Available Subordinated Amount has been reduced to zero; second , allocate remaining Lease Payment Losses to making a drawing under the Series 1998-1 Letter of Credit until such drawing would reduce the Series 1998-1 Letter of Credit Amount to zero; and third , allocate remaining Lease Payment Losses to reduce the Invested Amount until the Series 1998-1 Invested Amount has been reduced to zero; and

(2) 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)

INTENTIONALLY DELETED.

(c) Allocations During the Series 1998-1 Rapid Amortization Period . During the Series 1998-1 Rapid Amortization Period, the Master Servicer will direct the Trustee in writing to allocate, on each Series 1998-1 Deposit Date, all amounts deposited into the Group II Collection Account in the priority set forth below:

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

(1) allocate to the Series 1998-1 Collection Account an amount determined as set forth in Section 4.7(a)(i)(1) above for such day, plus an amount 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 1998-1 Investor Monthly Servicing Fee and Series 1998-1 Monthly Supplemental Servicing Fee, which amount shall be deposited in the Series 1998-1 Accrued Interest Account and, as and to the extent provided in Section 4.7(a)(i)(1) above, allocate an amount to the Series 1998-1 Excess Funding Account;

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(2) allocate to the Series 1998-1 Collection Account an amount equal to the remaining Series 1998-1 Principal Allocation for such day after making the allocations in (1) above, which amounts shall be used to make principal payments on a pro rata basis in respect of the Series 1998-1 Notes; and

(3) allocate to the Retained Distribution Account an amount determined as set forth in Section 4.7(a)(i)(5) above for such day;

(ii)

with respect to all Recoveries:

(1) increase the Series 1998-1 Invested Amount, replenish the Series 1998-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.15(b) in respect of unpaid Demand Note draws, which withdrawals have not been replenished under this clause (ii) , increase the Series 1998-1 Available Subordinated Amount, and pay any remaining Recoveries to the Group II Collection Account for payment of principal to the Series 1998-1 Noteholders on the next succeeding Payment Date as required pursuant to Section 4.10 ; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(ii)(2) above for such day;

(iii)

with respect to all Losses:

(1) decrease the Series 1998-1 Available Subordinated Amount, make a claim under the Demand Note and decrease the Series 1998-1 Invested Amount as and to the extent provided in Section 4.7(a)(iii)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iii)(2) above for such day, which amount shall reduce the Retained Interest Amount.

(iv)

with respect to all Lease Payment Recoveries:

(1) increase the Series 1998-1 Invested Amount, replenish the Series 1998-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) as a result of any Lease Payment Losses allocated to the Series 1998-1 Letter of Credit pursuant to clause (v) below that have not been replenished pursuant to this clause (iv) ; and increase the Series 1998-1 Available Subordinated Amount as and to the extent provided in Section 4.7(a)(iv)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iv)(2) above for such day;

(v)

with respect to all Lease Payment Losses:

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(1) decrease the Series 1998-1 Available Subordinated Amount, make a claim under the Series 1998-1 Letter of Credit and decrease the Series 1998-1 Invested Amount as and to the extent provided in Section 4.7(a)(v)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(v)(2) 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 1998-1 Rapid Amortization Period has not commenced, amounts allocated to the Series 1998-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any, and that are not allocated to making payments under the Series 1998-1 Notes pursuant hereto may, as and to the extent permitted in the related Supplements, be used to pay the principal amount of other Group II Series of Notes that are then in amortization and, after such payment, any remaining funds 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 1998-1 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 II Series of Notes that are in amortization and to the financing or acquisition of Group II 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 RCFC, 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 tendered for exchange of like-kind property into the Group II 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 DTAG in its capacity as the Master Servicer in the Group II Collection Account pursuant to the provisions of Section 4.2 on each Series 1998-1 Deposit Date;

(iii) any amounts withheld by the Master Servicer and not deposited in the Group II Collection Account pursuant to Section 4.2(c) shall be deemed to be deposited

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in the Group II 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 Series of Group II Series of Notes outstanding, then Sections 4.7(a)(i)(5) and 4.7(c)(i)(3) 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; and

(v) RCFC may, from time to time in its sole discretion, increase the Series 1998-1 Available Subordinated Amount by (a) (i) allocating to the Series 1998-1 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 1998-1 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 1998-1 Available Subordinated Amount; provided , however , that RCFC shall have no obligation to so increase the Series 1998-1 Available Subordinated Amount at any time.

(vi) If, on any Payment Date during the Series 1998-1 Revolving Period, a Mandatory Decrease shall be required under Section 4A.3(a) of this Supplement and the amounts allocated to the Series 1998-1 Invested Amount under Section 4.7(a)(i)(2) are less than the amount of such required Decrease, then, in such event, any funds (i) on deposit in the Group II Collection Account which are allocable to the Retained Interest Amount or (ii) on deposit in the excess funding accounts for other Group II Series of Notes issued and outstanding under the Indenture which amounts are in excess of the amounts necessary to be on deposit in each such excess funding account in order that (x) no Asset Amount Deficiency occur, (y) no shortfall in the required level of enhancement for each such Group II Series of Notes shall occur, including any portion of such enhancement that is required to be in liquid funds, and (z) no Amortization Event for any such series or event that with the giving of notice or passage of time would become an Amortization Event for any such Group II Series of Notes (such amounts as are set forth in clauses (i) and (ii) of this subparagraph (vi) being referred to herein as “ Excess Amounts ”) shall, in each such case, be deposited into the Series 1998-1 Distribution Account as Principal Collections in an aggregate amount up to the amount of any such deficiency and shall be used, in accordance with Section 4.7(a) , to reduce the Series 1998-1 Invested Amount;

(vii)

INTENTIONALLY DELETED.

(viii) If, on any Payment Date during the Series 1998-1 Rapid Amortization Period, the Monthly Total Principal Allocation under Section 4.7(c)(i)(3) is insufficient to reduce the Series 1998-1 Invested Amount to zero, then, in such event, any funds constituting Excess Amounts shall, in each such case, be deposited into the Series 1998-1 Distribution Account as Principal Collections in an aggregate amount up to the amount of

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any such deficiency and shall be used, in accordance with Section 4.10(a)(ii) to reduce the Series 1998-1 Invested Amount.

(e) Allocation of Proceeds Upon Payment in Full of Group II Obligations . After the payment in full of the Invested Amount of all Group II Series of Notes that have been issued by RCFC, all amounts due under the Indenture and the Related Documents with respect to such Group II Series of Notes and all amounts due by RCFC under any other agreements it may have with the Credit Enhancement Providers, if any, with respect to any Group II Series of Notes, all Collections and all proceeds received by RCFC, the Trustee or the Master Collateral Agent in respect of the Group II 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 4.8 Monthly Payments . All of the payments in this Section 4.8 will be made in accordance with written direction of the Master Servicer. On each Reporting Date, as provided below, the Master Servicer shall 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 II Collection Account pursuant to Sections 4.8(a) through (c) below in respect of all funds available from Series 1998-1 Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 1998-1 Notes.

(a) Note Interest with respect to the Series 1998-1 Notes . On each Reporting Date, the Master Servicer shall instruct the Trustee to withdraw on the next succeeding Payment Date from the Series 1998-1 Accrued Interest Account, after taking into account any funds available therein from the Series 1998-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any, and deposit in the Series 1998-1 Distribution Account the amount on deposit therein available for the payment of the Series 1998-1 Interest Amount. On such Reporting Date, the Master Servicer shall further instruct the Trustee in writing to withdraw on the next succeeding Payment Date from the Series 1998-1 Excess Funding Account the lesser of (i) the amount on deposit in the Series 1998-1 Excess Funding Account and (ii) the excess, if any, of the Series 1998-1 Interest Amount over the amount withdrawn from the Series 1998-1 Accrued Interest Account pursuant to the preceding sentence and deposit such amount to the Series 1998-1 Distribution Account. If the amounts described in this Section 4.8(a) are insufficient, after taking into account any funds available in the Series 1998-1 Excess Funding Account and any portion of the Series 1998-1 Letter of Credit Amount applied as described in Section 4.9 of this Supplement, to pay the Series 1998-1 Interest Amount on any Payment Date, payments of interest to the Series 1998-1 Noteholders will be reduced by the amount of such shortfall. The amount, if any, of such shortfall on any Payment Date shall be referred to as the “ Series 1998-1 Deficiency Amount ”. Interest shall accrue on the Series 1998-1 Deficiency Amount at the applicable Series 1998-1 Note Rate. On the following Payment Date, the Trustee shall withdraw the Series 1998-1 Interest Amount from the Series 1998-1 Accrued Interest Account and, to the extent provided in Section 4.9 of this Supplement, amounts withdrawn from the Series 1998-1 Excess Funding Account and any applied portion of the Series 1998-1 Letter of Credit Amount, and shall deposit such amount in the Series 1998-1 Distribution Account; provided that the amounts to be withdrawn from the Series 1998-1 Excess

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Funding Account pursuant to this Section 4.8(a) of this Supplement shall not exceed for any Payment Date the Series 1998-1 Available Subordinated Amount at such time.

(b) Legal Fees . On each Payment Date during the Rapid Amortization Period, the Master Servicer shall, prior to making all distributions required to be made pursuant to Section 4.8(a) of this Supplement, instruct the Trustee in writing to withdraw from the Series 1998-1 Accrued Interest Account, for payment to the Issuer, 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 the Issuer. On such Payment Date, the Trustee shall withdraw such amount from the Series 1998-1 Accrued Interest Account and remit such amount to the Issuer.

(c) Servicing Fee . On each Payment Date, the Master Servicer 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 1998-1 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 each of the Trustee and the Paying Agent to withdraw from the Series 1998-1 Accrued Interest Account, for payment to the Master Servicer, an amount equal to (a) the Series 1998-1 Investor Monthly Servicing Fee and any Series 1998-1 Monthly Supplemental Servicing Fee accrued during the preceding Series 1998-1 Interest Period, plus (b) all accrued and unpaid Series 1998-1 Investor Monthly Servicing Fees and any accrued and unpaid Series 1998-1 Monthly Supplemental Servicing Fees, minus (c) the amount of any Series 1998-1 Investor Monthly Servicing Fees and Series 1998-1 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 1998-1 Accrued Interest Account and remit such amount to the Master Servicer.

Section 4.9 Payment of Note Interest .

All payments made pursuant to this Section 4.9 will be made in accordance with the written instructions of the Master Servicer. On each Payment Date, (i) to the extent any Series 1998-1 Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.7 and Section 4.8(a) of this Supplement have been made, the Master Servicer shall instruct the Paying Agent to withdraw from funds on deposit in the Series 1998-1 Excess Funding Account, an amount equal to the lesser of (A) the amount on deposit in the Series 1998-1 Excess Funding Account on such Payment Date in an amount not to exceed the Series 1998-1 Available Subordinated Amount at such time, and (B) the remaining amount of the Series 1998-1 Monthly Interest Shortfall, and deposit such amount in the Series 1998-1 Distribution Account to pay the Series 1998-1 Interest Amount and any unpaid Series 1998-1 Deficiency Amounts with respect to such Series 1998-1 Monthly Interest (together with accrued interest on all such unpaid Series 1998-1 Deficiency Amounts) and (ii) to the extent any such Series 1998-1 Monthly Interest Shortfall remains after the deposits required pursuant to clause (i) of this Section 4.9 has been made, if amounts have been drawn on the Series 1998-1 Letter of Credit and deposited into the Series 1998-1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Paying Agent to withdraw from the Series 1998-1 Collection Account

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on such Payment Date the lesser of (A) the amount on deposit in the Series 1998-1 Collection Account representing such amount drawn on the Series 1998-1 Letter of Credit, (B) the amount on deposit in the Series 1998-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any on such Payment Date, and (C) the amount of the remaining Series 1998-1 Monthly Interest Shortfall, and deposit such amount in the Series 1998-1 Distribution Account to pay the Series 1998-1 Interest Amount and any unpaid Series 1998-1 Deficiency Amounts with respect to such Series 1998-1 Interest Amount (together with accrued interest on all such unpaid Series 1998-1 Deficiency Amounts). On each Payment Date the Paying Agent shall, in accordance with the Master Servicer’s most recent Monthly Certificate, pay to the Series 1998-1 Noteholders from the Series 1998-1 Distribution Account the portion of the Series 1998-1 Interest Amount deposited in the Series 1998-1 Distribution Account for the payment of the Series 1998-1 Interest Amount pursuant to Section 4.8(a) of this Supplement and clauses (i) and (ii) of this Section 4.9 .

Section 4.10 Payment of Note Principal; Decreases .

All payments made pursuant to this Section 4.10 will be made in accordance with the written instructions of the Master Servicer.

(a)

Series 1998-1 Notes .

(i)

INTENTIONALLY DELETED.

(ii) Commencing on the first Determination Date after the commencement of the Series 1998-1 Rapid Amortization Period, the Master Servicer shall instruct the Trustee as to the amount allocated to the Series 1998-1 Notes during the Related Month pursuant to Section 4.7(c)(i)(2) ; and

(iii) Commencing on the first Payment Date after the commencement of the Series 1998-1 Rapid Amortization Period, the Trustee shall (1) withdraw from the Series 1998-1 Collection Account the amount allocated thereto pursuant to Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any portion of the Series 1998-1 Invested Amount still remains unpaid after application of the amounts specified in clause (1) above, the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group II 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) in an amount not to exceed the related Available Subordinated Amounts at such time and (y) the unpaid portion of the Series 1998-1 Invested Amount and deposit such amounts in the Series 1998-1 Distribution Account to be paid, pro rata, to the Series 1998-1 Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group II Series of Notes shall be applied on a pro rata basis with respect to each Group II Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Series 1998-1 Invested Amount remains unpaid after application of the amount specified in clauses (1) and (2) , the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 1998-1 Excess

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Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 1998-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts pursuant to Section 4.9 of this Supplement) in an amount not to exceed the Series 1998-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Series 1998-1 Invested Amount and deposit such amount in the Series 1998-1 Distribution Account to be paid, pro rata, to the Series 1998-1 Noteholders, and (4) to the extent any portion of the Series 1998-1 Invested Amount still remains unpaid after application of the amounts specified in clauses (1) through (3) above, if amounts have been drawn on the Series 1998-1 Letter of Credit and deposited into the Series 1998-1 Collection Account pursuant to Section 4.14 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 1998-1 Letter of Credit in respect thereof and deposited into the Series 1998-1 Collection Account pursuant to Section 4.15 of this Supplement, the Master Servicer shall instruct the Trustee to withdraw from the Series 1998-1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 1998-1 Collection Account representing such draw on the Series 1998-1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Section 4.9 of this Supplement) and (y) the excess of the Series 1998-1 Invested Amount over the amounts described in clauses (1) through (3) above and deposit such amounts in the Series 1998-1 Distribution Account to be paid, pro rata, to the Series 1998-1 Noteholders; provided , however , that on the Series 1998-1 Termination Date, the Trustee shall withdraw from the Series 1998-1 Collection Account, as provided above, an aggregate amount which is no greater than the Series 1998-1 Invested Amount as of such date. The Series 1998-1 Invested Amount shall be due and payable on the Series 1998-1 Termination Date.

(iv) On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 4.10(a)(iii) 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 1998-1 Noteholders, pro rata, the amount deposited in the Series 1998-1 Distribution Account for the payment of principal pursuant to Section 4.10(a)(iii) of this Supplement.

(b) Decreases . On the Business Day occurring on the date a withdrawal is made pursuant to Section 4.7(a)(i)(2) , the Paying Agent shall pay to the Series 1998-1 Noteholders the amount deposited in the Series 1998-1 Distribution Account for the payment of principal pursuant to Section 4.7(a)(i)(2) .

Section 4.11 Retained Distribution Account . On each Payment Date, the Master Servicer shall, as applicable, 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.

Section 4.12 Series 1998-1 Distribution Account .

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(a) Establishment of Series 1998-1 Distribution Account . The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 1998-1 Noteholders, or cause to be established and maintained, an account (the “ Series 1998-1 Distribution Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Noteholders. The Series 1998-1 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 1998-1 Distribution Account. If the Series 1998-1 Distribution Account is not maintained in accordance with the previous sentence, the Master Servicer shall establish a new Series 1998-1 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 1998-1 Distribution Account into the new Series 1998-1 Distribution Account. Initially, the Series 1998-1 Distribution Account will be established with the Trustee.

(b) Administration of the Series 1998-1 Distribution Account . The Master Servicer shall instruct the institution maintaining the Series 1998-1 Distribution Account in writing to invest funds on deposit in the Series 1998-1 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 1998-1 Distribution Account is held with the Trustee, in which case such investment may mature on such Payment Date provided that such funds shall be available for withdrawal on or prior to such Payment Date. The Trustee shall hold, for the benefit of the Series 1998-1 Noteholders, 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 1998-1 Distribution Account . Subject to the restrictions set forth above, the Master Servicer shall have the authority to instruct the Trustee in writing with respect to the investment of funds on deposit in the Series 1998-1 Distribution Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Series 1998-1 Distribution Account shall be deemed to be on deposit and available for distribution.

(d) Series 1998-1 Distribution Account Constitutes Additional Collateral for Series 1998-1 Notes . In order to secure and provide for the payment of the RCFC Obligations with respect to the Series 1998-1 Notes (but not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 1998-1 Noteholders, 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 1998-1 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 1998-1 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 1998-1 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 1998-1 Distribution Account Collateral ”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in

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the Series 1998-1 Distribution Account and in all proceeds thereof. The Series 1998-1 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 1998-1 Noteholders.

Section 4.13 The 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 II 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), and such failure is known by the Trustee, the Trustee shall make such payment or deposit into or from the Group II Collection Account without such notice or instruction from the Master Servicer 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.

Section 4.14 Lease Payment Loss Draws on Series 1998-1 Letter of Credit .

(a) At or before 10:00 a.m. (New York City time) on each Payment Date, the Master Servicer shall notify the Trustee and the Enhancement Agent of the amount of the Series 1998-1 Lease Payment Losses, such notification to be in the form of Exhibit D to this Supplement.

(b) So long as the Series 1998-1 Letter of Credit shall not have been terminated, on any Payment Date that there are Series 1998-1 Lease Payment Losses, the Enhancement Agent shall, by 1:00 p.m. (New York City time) on the same Payment Date, draw on the Series 1998-1 Letter of Credit by presenting a draft in an amount equal to the lesser of (i) the Series 1998-1 Lease Payment Losses allocated to making a drawing under the Series 1998-1 Letter of Credit pursuant to Sections 4.7(a)(v)(1) or (c)(v)(1) of this Supplement, and (ii) the amount available to be drawn on the Series 1998-1 Letter of Credit on such Payment Date accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be deposited as soon as practicable in the Series 1998-1 Collection Account for further allocation to the Series 1998-1 Distribution Account in accordance with the instructions of the Master Servicer and pursuant to the terms of this Supplement.

(c) So long as the Series 1998-1 Letter of Credit shall not have been terminated, on any Business Day that the Enhancement Agent has received written notice from the Collateral Agent pursuant to Section 5.05(b) of the Collateral Agreement notifying the Enhancement Agent of the existence and amount of a Liquidity Deficiency and directing the Enhancement Agent to make a draw under the Series 1998-1 Letter of Credit, the Enhancement Agent shall, by 1:00 p.m. (New York City time) on the date of such notice (or, in the case of any notice given to the Enhancement Agent after 12:00 noon (New York City time), by 1:00 p.m. (New York City time) on the next following Business Day), draw on the Series 1998-1 Letter of Credit by presenting a draft in an amount equal to the lesser of (i) such Liquidity Deficiency and (ii) the full amount available to be drawn under the Series 1998-1 Letter of Credit on such date

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accompanied by a Certificate of Liquidity Demand. The Enhancement Agent shall deliver the proceeds of such draw to the Trustee for deposit in the Series 1998-1 Distribution Account.

Section 4.15 Claim Under the Demand Note .

(a) On each Determination Date, the Master Servicer shall 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 in accordance with the written instructions of the Master Servicer the allocations as set forth in Sections 4.7(a)(iii)(1) and (c)(iii)(1) , 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 1998-1 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 1998-1 Collection Account the amount specified in such Demand Notice, on or prior to 10:00 a.m. (New York City time) on such Payment Date, or (y) a Demand Notice for payment by the issuer of the Demand Note could be transmitted to the issuer of the Demand Note of 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, in each case, as a result of the operation of any bankruptcy or insolvency law, then so long as the Series 1998-1 Letter of Credit shall not have been terminated, the Enhancement Agent shall, by 1:00 p.m. (New York City time) on the same Business Day, draw on the Series 1998-1 Letter of Credit by presenting a draft in an amount equal to (i) that portion of the amount demanded under the Demand Note as specified in (a) above that has not been deposited into the Series 1998-1 Collection Account as of 10:00 a.m. (New York City time) on such Payment Date, in the case of clause (x) above or (ii) the amount of the stayed demand for payment in the case of clause (y) above, in each case, accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be deposited in the Series 1998-1 Collection Account for application pursuant to Section 4.10(a)(ii) of this Supplement.

(c) Demand Note Constitutes Additional Collateral for Series 1998-1 Notes . In order to secure and provide for the payment of the RCFC Obligations with respect to the Series 1998-1 Notes (but not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 1998-1 Noteholders, all of RCFC’s right, title and interest in and to the Demand Note and all proceeds thereof. The Trustee shall possess all right, title and interest in the Demand Note, all rights to make claims thereunder and all payments thereon and all proceeds thereof.

Section 4.16 Series 1998-1 Letter of Credit Termination Demand .

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(a) If prior to the date which is 30 days prior to the then scheduled Series 1998-1 Letter of Credit Expiration Date,

(i) the Series 1998-1 Letter of Credit shall not have been extended or there shall not have been appointed a successor institution to act as Series 1998-1 Letter of Credit Provider, and

(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 1998-1 Cash Collateral Account with cash in the amount of the Series 1998-1 Letter of Credit Amount, (B) other cash collateral accounts, overcollateralization or subordinated securities or (C) with the consent of the Required Group II 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 (B) and (C) shall be approved by each Rating Agency; and

(2) 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 ratings with respect to such substitute credit enhancement, if applicable, are less than “A-1” or the equivalent from Standard & Poor’s, “P-1” or the equivalent from Moody’s and, if rated by Fitch, “F1” or the equivalent by Fitch, be approved by the Required Group II Noteholders;

then the Master Servicer shall notify the Trustee and the Enhancement Agent in writing pursuant to the Master Lease no later than one Business Day prior to the Series 1998-1 Letter of Credit Expiration Date of (i) the principal balance of all Outstanding Series 1998-1 Notes on such date, and (ii) the amount available to be drawn on the Series 1998-1 Letter of Credit on such date. Upon receipt of such notice by the Trustee and the Enhancement Agent on or prior to 10:00 a.m. (New York City time) on any Business Day, the Enhancement Agent 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 1998-1 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 1998-1 Cash Collateral Account ”).

(b) The Master Servicer shall notify the Trustee and the Enhancement Agent in writing pursuant to the Master Lease within one Business Day of the Master Servicer’s becoming aware that the short-term debt credit rating of the Series 1998-1 Letter of Credit Provider has fallen below “A-1” in the case of Standard & Poor’s, “P-1” in the case of Moody’s or, if rated by Fitch, “F1” in the case of Fitch. At such time the Master Servicer shall also notify the Trustee and the Enhancement Agent of (i) the principal balance of all Outstanding Series 1998-1 Notes on such date, and (ii) the Series 1998-1 Letter of Credit Amount on such date. Upon the 60th Business Day following receipt of such notice by the Trustee and the Enhancement Agent if the condition described in the first sentence of this Section 4.16(b) shall

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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 1998-1 Letter of Credit and provided by an entity with short-term debt ratings of at least “A-1” in the case of Standard & Poor’s, “P-1” in the case of Moody’s and if rated by Fitch, “F1” in the case of Fitch, the Enhancement Agent shall, by 1:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Enhancement Agent 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 on the Series 1998-1 Letter of Credit in an amount equal to the lesser of the principal balance of all Outstanding Series 1998-1 Notes on such Business Day and the amount available to be drawn on the Series 1998-1 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 1998-1 Cash Collateral Account.

Section 4.17 Conversion . If on any Business Day there exists Series 1998-1 Lease Payment Losses, including after an LOC Termination Disbursement (as defined in the Liquidity Agreement) has been made as provided in Section 4.16 above, and if on such day (i) the amount of such Series 1998-1 Lease Payment Losses exceeds the Series 1998-1 Letter of Credit Amount on such day, and (ii) LOC Liquidity Disbursements (as defined in the Liquidity Agreement) are Outstanding (as defined in the Liquidity Agreement), then (A) such amount of LOC Liquidity Disbursements (as defined in the Liquidity Agreement) shall be reduced, and (B) the amount of LOC Credit Disbursements (as defined in the Liquidity Agreement) Outstanding shall be increased, in each case, by an amount equal to the lesser of (a) the amount by which the Series 1998-1 Lease Payment Losses exceeds the Series 1998-1 Letter of Credit Amount (which Series 1998-1 Letter of Credit Amount shall, in any event, be drawn, in accordance with the second paragraph of Section 4.14 as a Credit Draw) and (b) the aggregate amount of LOC Liquidity Disbursements (such reduction and increase shall be referred to as a “ Conversion ”). On the Business Day any such Conversion is required, the Enhancement Agent (upon receiving written notice of such Series 1998-1 Lease Payment Losses from the Master Servicer) shall direct the Trustee to deliver to the Series 1998-1 Letter of Credit Provider a Notice of Conversion in the form of Exhibit B to the CP Enhancement Letter of Credit Application and Agreement by 1:00 p.m. (New York City time) on such Business Day.

Section 4.18 The Series 1998-1 Cash Collateral Account .

(a) Upon receipt of written notice of a draw on the Series 1998-1 Letter of Credit from the Enhancement Agent pursuant to Section 4.16 , the Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 1998-1 Noteholders, or cause to be established and maintained, the Series 1998-1 Cash Collateral Account bearing a designation clearly indicating that the funds deposited therein are held for the Series 1998-1 Noteholders. The Series 1998-1 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 1998-1 Cash Collateral Account. If the Series 1998-1 Cash Collateral Account is not maintained in accordance with the prior sentence, then within 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 1998-1 Cash Collateral Account which complies with such sentence and shall instruct the Trustee in writing to transfer into the new Series 1998-1 Cash Collateral

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Account all cash and investments from the non-qualifying Series 1998-1 Cash Collateral Account. When established, the Series 1998-1 Cash Collateral Account is intended to function in all respects as the replacement for, and the equivalent of, the Series 1998-1 Letter of Credit. Accordingly, following its creation, each reference to a draw on the Series 1998-1 Letter of Credit shall refer to withdrawals from the Series 1998-1 Cash Collateral Account and references to similar terms shall mean and be a reference to actions taken with respect to the Series 1998-1 Cash Collateral Account that correspond to actions that otherwise would have been taken with respect to the Series 1998-1 Letter of Credit. Without limiting the generality of the foregoing, upon funding of the Series 1998-1 Cash Collateral Account, the Trustee shall, at all times when the Enhancement Agent is otherwise required to make a draw under the Series 1998-1 Letter of Credit pursuant to Section 4.14 , 4.15 or 4.16 of this Supplement, make a draw from the Series 1998-1 Cash Collateral Account in the amount and at such time as a draw would be made under the Series 1998-1 Letter of Credit pursuant to Section 4.14 , 4.15 or 4.16 of this Supplement. The Trustee shall provide written notice to DTAG of any draw from the Series 1998-1 Cash Collateral Account pursuant to Section 4.14 , 4.15 or 4.16 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 1998-1 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 1998-1 Noteholders, 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 1998-1 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 1998-1 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 1998-1 Cash Collateral Account; and (v) all proceeds of any and all of the foregoing, 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 1998-1 Cash Collateral Account and in all proceeds thereof. The Series 1998-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Noteholders and the Series 1998-1 Letter of Credit Provider, as their interests appear herein, which interest in the case of the Series 1998-1 Letter of Credit Provider shall be subject to the interests of the holders of Series 1998-1 Notes as provided herein.

(c) Funds on deposit in the Series 1998-1 Cash Collateral Account shall, at the written direction of the Master Servicer given pursuant to the Master Lease, be invested by the Trustee in Permitted Investments subject to the right of the Liquidity Agent pursuant to Section 5.04 of the Collateral Agreement to direct the investment of such amounts so long as a Liquidity Agreement Amortization Event (other than Scheduled Liquidity Agreement Amortization Events) shall have occurred and be continuing. Funds on deposit in the Series 1998-1 Cash Collateral Account on any Payment Date, after giving effect to any deposits to or withdrawals from the Series 1998-1 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

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for the benefit of the Series 1998-1 Noteholders and the Series 1998-1 Letter of Credit Provider as their interests appear herein, which interest in the case of the Series 1998-1 Letter of Credit Provider shall be subject to the interests of the holders of the Series 1998-1 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 1998-1 Cash Collateral Account shall be paid to the Series 1998-1 Letter of Credit Provider to the extent of any unreimbursed draws on the Series 1998-1 Letter of Credit. Subject to the restrictions set forth above, the Master Servicer, or a Person designated in writing by the Master Servicer with written notification thereof to the Trustee, shall have the authority to instruct the Trustee in writing with respect to the investment of funds on deposit in the Series 1998-1 Cash Collateral Account. For purposes of determining the availability of funds or the balances in the Series 1998-1 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 1998-1 Cash Collateral Account Surplus on any Payment Date, after giving effect to all withdrawals from the Series 1998-1 Cash Collateral Account, is greater than zero, the Trustee, acting in accordance with the written instructions of the Master Servicer, shall withdraw from the Series 1998-1 Cash Collateral Account an amount equal to the Series 1998-1 Cash Collateral Amount Surplus and shall pay from such amount to the Series 1998-1 Letter of Credit Provider, an amount equal to the amount of unreimbursed draws under the Series 1998-1 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 1998-1 Letter of Credit Expiration Date, the Trustee, acting in accordance with the written instructions of the Master Servicer, after the prior payment of all amounts owing to the Series 1998-1 Noteholders and payable from the Series 1998-1 Cash Collateral Account as provided herein, shall withdraw from the Series 1998-1 Cash Collateral Account all amounts on deposit therein and shall pay from such amounts to the Series 1998-1 Letter of Credit Provider an amount equal to the amount of unreimbursed draws on the Series 1998-1 Letter of Credit.

Section 4.19 Appointment of Enhancement Agent . Deutsche Bank Trust Company Americas is hereby appointed to act as Enhancement Agent in respect of the Series 1998-1 Letter of Credit and Deutsche Bank Trust Company Americas hereby accepts such appointment and agrees to hold the Series 1998-1 Letter of Credit as beneficiary on behalf of the Trustee and the Collateral Agent pursuant to the terms hereof and to make draws thereon pursuant to the terms of the Series 1998-1 Letter of Credit, this Supplement and the Collateral Agreement. The Enhancement Agent shall promptly follow the instructions of either the Trustee or the Collateral Agent to make a claim under the Series 1998-1 Letter of Credit or withdrawal from the Series 1998-1 Cash Collateral Account. The Enhancement Agent shall have all the rights of the Trustee under Sections 9.2 and 9.3 of the Base Indenture. The Enhancement Agent hereby acknowledges and agrees to perform the duties set forth with respect to the Enhancement Agent in Sections 2.1(a), 2.1(e), 2.1(f), 2.3(a) and 2.3(c) of the CP Enhancement Letter of Credit Application and Agreement including, without limitation, its obligation to execute and deliver a Notice of Reduction of Series 1998-1 Letter of Credit Amount substantially in the form attached

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as Annex E to the Series 1998-1 Letter of Credit upon its receipt of a Request for Reduction of Series 1998-1 Letter of Credit Amount in substantially the form attached as Exhibit D to the CP Enhancement Letter of Credit Application and Agreement. The Enhancement Agent further agrees that, in cases where it shall be obligated to deliver a Notice of Increase of Series 1998-1 Letter of Credit Amount in the form of and pursuant to the terms provided in Annex F to that certain Irrevocable Letter of Credit dated March 4, 1998 (No. TS-06000979), it shall concurrently deliver its acknowledgement and acceptance of such notice to each of the Collateral Agent and the Depositary. Notwithstanding anything to the contrary contained in this Supplement or the Base Indenture, (i) the Master Servicer shall be solely responsible for payment of the fees of the Enhancement Agent and such fees shall not be paid out of the fees otherwise payable to the Trustee, (ii) the Servicers, jointly and severally, shall indemnify the Enhancement Agent (which for purposes of this Section 4.19 shall include its officers, directors and employees) to the same extent as the Servicers’ indemnification of the Trustee pursuant to Section 15.2 of the Master Lease and (iii) the Trustee shall not be responsible for the acts or omissions of the Enhancement Agent.

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

(i) designate and direct the Trustee to transfer amounts in respect of the Substitute Group II Exchanged Vehicle Proceeds equal to the Net Book Value as of such date of the Group II Exchanged Vehicle to the Series 1998-1 Collection Account and treat such amounts as Disposition Proceeds of such Group II Exchanged Vehicle;

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

(iii) upon identifying a Group II Vehicle as a Group II Exchanged Vehicle, substitute one or more Group II Replacement Vehicles having an aggregate Net Book Value at least equal to the Exchange Proceeds of the Group II Exchanged Vehicle to substitute for such Group II Exchanged Vehicle as Group II Collateral and Group II 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 II Exchanged Vehicle, 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 II Exchanged Vehicle to a Qualified Intermediary with respect to the designations, substitutions and transfers set forth in this Section.

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ARTICLE 5

AMORTIZATION EVENTS

Section 5.1 Series 1998-1 Amortization Events . In addition to the Amortization Events set forth in Section 8.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 1998-1 Notes (without notice or other action on the part of the Trustee or any Series 1998-1 Noteholders):

(a) a Series 1998-1 Enhancement Deficiency shall occur and continue for at least five (5) Business Days after the Master Servicer obtains actual knowledge thereof; 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 1998-1 Letter of Credit Amount or RCFC shall have increased the Series 1998-1 Available Subordinated Amount by allocating to the Series 1998-1 Available Subordinated Amount, Eligible Vehicles theretofore allocated to the Retained Interest or by depositing funds into the Series 1998-1 Cash Collateral Account or the Series 1998-1 Excess Funding Account, in either case so that the Series 1998-1 Enhancement Deficiency no longer exists, and (ii) any increase in the Series 1998-1 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 1998-1 Letter of Credit shall not be in full force and effect and no substitute credit enhancement shall have been obtained pursuant to the CP Enhancement Letter of Credit Application and Agreement unless (i) the inclusion of the Series 1998-1 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 1998-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder;

(c) from and after the funding of the Series 1998-1 Cash Collateral Account pursuant to Sections 4.16 or 4.18 of this Supplement, the Series 1998-1 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 1998-1 Letter of Credit Provider or the Series 1998-1 Letter of Credit Provider repudiates the Series 1998-1 Letter of Credit or refuses to honor a proper draw thereon in accordance with the terms thereof, unless (i) the inclusion of the Series 1998-1 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 1998-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder and under the CP Enhancement Letter of Credit Application and Agreement;

(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), or DTG Operations (including in its capacity as a Servicer) or any successor to DTG Operations in its capacity as Servicer shall so assert in writing;

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(f) all principal and accrued interest of the Series 1998-1 Notes shall not be paid in full on or before the Series 1998-1 Termination Date;

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

(h) a Liquidity Agreement Amortization Event occurs under the Liquidity Agreement; or

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

In the case of any event described in clause (a) , (f) , (g) (with respect solely to the occurrence of Lease Events of Default described in Section 17.1.1(i) , 17.1.2 , and 17.1.5 of the Master Lease) above, an Amortization Event will be deemed to have occurred with respect to the Series 1998-1 Notes, after the grace period described therein, immediately without notice or other action on the part of the Trustee or the Series 1998-1 Noteholders. In the case of any of the events described in clauses (b) , (c) , (d) , (e) , (g) (with respect to the occurrence of Lease Event of Defaults not described in the immediately preceding sentence), (h) and (i) above, an Amortization Event will be deemed to have occurred with respect to the Series 1998-1 Notes only if, after any applicable grace period described in such clauses, either the Trustee, by written notice to the Issuer, or the Series 1998-1 Noteholders, by written notice to the Issuer and the Trustee, declare that, as of the date of such notice, an Amortization Event has occurred.

Section 5.2 Waiver of Past Events . Subject to Section 11.2 of the Base Indenture, Series 1998-1 Noteholders holding 100% of the Series 1998-1 Invested Amount, by written notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event.

ARTICLE 6

COVENANTS

Section 6.1 Minimum Subordinated Amount . RCFC shall maintain the Series 1998-1 Available Subordinated Amount in an amount greater than or equal to the Minimum Subordinated Amount.

Section 6.2 Minimum Series 1998-1 Letter of Credit Amount . RCFC shall maintain the Series 1998-1 Letter of Credit Amount in an amount greater than or equal to the Minimum Series 1998-1 Letter of Credit Amount.

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ARTICLE 7

FORM OF SERIES 1998-1 NOTES

Series 1998-1 Notes will be issued in fully registered form, substantially in the form set forth in Exhibit A to this Supplement, with such legends as may be applicable thereto as set forth in the Base Indenture, and will be sold initially to DTFC and shall be duly executed by the Issuer and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. The Series 1998-1 Notes are not permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed except in compliance with the terms of the Base Indenture. The Series 1998-1 Notes shall bear a face amount equal to the Series 1998-1 Maximum Invested Amount, and shall be initially issued in a principal amount equal to the Series 1998-1 Initial Invested Amount. The Trustee shall, or shall cause the Note Registrar to, record any Increases or Decreases with respect to the Series 1998-1 Invested Amount such that the principal amount of the Series 1998-1 Notes Outstanding accurately reflects all such Increases and Decreases.

ARTICLE 8

GENERAL

Section 8.1 Payment 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 8.2 Exhibits . The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A:

Form of Series 1998-1 Note

Exhibit B:

Reserved

Exhibit C:

Form of Demand Note

Exhibit D:

Form of Notice of Series 1998-1 Lease

Payment Losses

Section 8.3 Ratification 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 Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 8.4 Counterparts . 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 8.5 Governing Law . THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE OF NEW YORK (WITHOUT GIVING

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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 8.6 Amendments . 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 Group II 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 1998-1 Notes affected thereby (including for purposes of determining such aggregate outstanding principal amount, the Aggregate Principal Balance of the Series 1998-1 Notes). In addition, this Supplement may be amended or modified from time to time, without the consent of any Group II Noteholder but with the consent of RCFC, DTAG and the Trustee and written confirmation of the then current ratings on the Series 1998-1 Notes from the Rating Agencies to amend the following definitions: “Maximum Manufacturer Percentage”, “Measurement Month”, “Measurement Month Average” and “Market Value Adjustment Percentage” and to make changes related to such amendments. Notwithstanding the foregoing, the consent of each Enhancement Provider with respect to the Series 1998-1 Notes is required to amend this Supplement and the Base Indenture.

Section 8.7 Financed Vehicles . RCFC shall not lease any Financed Vehicles under the Financing Lease without the prior written consent of the holders of the Group II Series of Notes and each Enhancement Provider with respect to each Group II Series of Notes and without satisfying the Rating Agency Condition with respect to the Group II Series of Notes.

[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 and Enhancement Agent

By:______________________________

Name:

Title:

By:______________________________

Name:

Title:

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SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group II Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	50%
Ford	100%	50%
Toyota	100%	50%
General Motors	100%	50%
Honda	0%	50%
Nissan	0%	50%
Volkswagen	0%	50%
Mazda	0%	Up to 25% (4)
Subaru	0%	Up to 15% (1) (2) (4)
Suzuki	0%	Up to 15% (1) (2) (4)
Mitsubishi	0%	Up to 15% (1) (2) (4)
Isuzu	0%	Up to 15% (1) (2) (4)
Kia	0%	Up to 5% (2) (3) (4)
Hyundai	0%	Up to 8% (2) (3) (4)
BMW	0%	Up to 3% (2) (4) (5)
Jaguar	0%	Up to 3% (2) (4) (5)
Mercedes-Benz	0%	Up to 3% (2) (4) (5)

_____________________

(1)

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

(2)

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

(3)

The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Kia and Hyundai shall not exceed 10% of the Aggregate Asset Amount.

(4)

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

(5)

The combined percentage of Group II 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 Group II Collateral

EXHIBIT A

Form of Series 1998-1 Note

RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 1998-1

REGISTERED

No. R-1

SEE REVERSE FOR CERTAIN CONDITIONS

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF RENTAL CAR FINANCE CORP., AN OKLAHOMA CORPORATION (THE “ COMPANY ”), THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION. THIS NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE INDENTURE REFERRED TO HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO INCREASES AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

RENTAL CAR FINANCE CORP.

RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 1998-1

RENTAL CAR FINANCE CORP., an Oklahoma corporation (herein referred to as the “ Company ”), for value received, hereby promises to pay to Dollar Thrifty Funding Corp., an Oklahoma corporation (the “ Noteholder ”), or its registered assigns, the aggregate unpaid principal amount shown on the schedule attached hereto (and any continuation thereof), which amount shall be payable in the amounts and at the times set forth in the Indenture (as defined on the reverse side of this Note), provided , however , that the entire unpaid principal amount of this Note shall be due on the Series 1998-1 Termination Date (unless extended in writing by the parties to the Indenture and the Noteholder). The Company will pay interest on this Note at the Series 1998-1 Note Rate. Such interest shall be payable on each Payment Date or such other date as may be specified in the Supplement until the principal of this Note is paid or made available for payment, to the extent funds will be available from Collections processed from but not including the preceding Payment Date through each such Payment Date or such other date, as applicable, in respect of the sum of (i) the Daily Interest Amounts for each day in the related Series 1998-1 Interest Period, plus (ii) all previously accrued and unpaid Series 1998-1 Interest Amounts (together with interest on such unpaid amounts at the Series 1998-1 Note Rate), plus (iii) any Carrying Charges due to the Series 1998-1 Noteholders and unpaid as of such Payment Date. The principal amount of this Note shall be subject to Increases and Decreases on any Business Day during the Series 1998-1 Revolving Period, and accordingly, such principal amount is subject to prepayment at any time. Notwithstanding the foregoing, prior to the Series 1998-1 Termination Date and unless an Amortization Event shall have occurred, only interest payments on the outstanding Principal Amount of this Note are required to be made to the holder hereof. Beginning on the first Payment Date following the occurrence of an Amortization Event, subject to Decreases on any Business Day, the principal of this Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note does not represent an interest in, or an obligation of, the Master Servicer or any affiliate of the Master Servicer other than the Company.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture are set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Servicer and the Trustee. A copy of the Indenture may be requested from the Trustee by

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writing to the Trustee at: Deutsche Bank Trust Company Americas: 60 Wall Street, New York, New York 10005, Attention: Corporate Trust and Agency Group. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: ______________

RENTAL CAR FINANCE CORP.

By:_________________________

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of a Series issued under the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

By:_________________________

Authorized Signature

REVERSE OF SERIES 1998-1 NOTE

This Note is one of a duly authorized issue of Notes of the Company, designated as its Rental Car Asset Backed Variable Funding Notes, Series 1998-1 (herein called the “ Series 1998-1 Notes ”), all issued under (i) the Amended and Restated Base Indenture, dated as of February 14, 2007 (as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “ Base Indenture ”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation (“ Deutsche Bank Trust Company ”), as trustee (in such capacity, the “ Trustee ”), and (ii) the Second Amended and Restated Series 1998-1 Supplement, dated as of February 14, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “ Series 1998-1 Supplement ”), between the Company, as issuer, and Deutsche Bank Trust Company, as the Trustee and enhancement agent (in such additional capacity, the “ Enhancement Agent ”). The Base Indenture and the Series 1998-1 Supplement are referred to herein collectively as the “ Indenture ”. The Series 1998-1 Notes are subject to all terms of the Indenture. All terms used in this Series 1998-1 Note that are defined in the Indenture, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, shall have the meanings assigned to them in or pursuant to the Indenture, as so amended, supplemented, restated or otherwise modified.

The 1998-1 Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture and the Series 1998-1 Supplement.

“ Payment Date ” means the 25th day of each calendar month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing April 25, 1998.

As described above, the entire unpaid principal amount of this Series 1998-1 Note shall be due and payable on the Series 1998-1 Termination Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Series 1998-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Series 1998-1 Notes shall be made pro rata to the Series 1998-1 Noteholders entitled thereto.

Payments of interest on this Series 1998-1 Note are due and payable on each Payment Date or such other date as may be specified in the Supplement, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Series 1998-1 Note, shall be made by wire transfer to the Holder of record of this Series 1998-1 Note (or one or more predecessor Series 1998-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 1998-1 Note (or any one or more predecessor Series 1998-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Series 1998-1 Note and of any Series 1998-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Series 1998-1 Note on

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a Payment Date or on any Business Day, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Series 1998-1 Note at the Corporate Trust Office.

The Company shall pay interest on overdue installments of interest at the Series 1998-1 Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Series 1998-1 Note may be registered on the Note Register upon surrender of this Series 1998-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Registrar may reasonably require, and thereupon one or more new Series 1998-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Series 1998-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 1998-1 Noteholder, by acceptance of a Series 1998-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Trustee or the Company on the Series 1998-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Company in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Company in its individual capacity, any holder of a beneficial interest in the Company or the Trustee or of any successor or assign of the Trustee or the Company in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided , however , that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 1998-1 Note, subject to Section 12.16 of the Base Indenture.

Each Series 1998-1 Noteholder, by acceptance of a Series 1998-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 1998-1 Noteholder will not for a period of one year and one day following the later of (i) payment in full of all Series 1998-1 Notes and (ii) the payment in full of all Commercial Paper Notes Outstanding, institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States

A-6

Federal or state bankruptcy or similar law in connection with any obligations relating to the Series 1998-1 Notes, the Indenture or the Related Documents.

Prior to the due presentment for registration of transfer of this Series 1998-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Series 1998-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 1998-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

It is the intent of the Company and each Series 1998-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 1998-1 Notes will evidence indebtedness of the Company secured by the Collateral. Each Series 1998-1 Noteholder, by the acceptance of this Series 1998-1 Note, agrees to treat this Series 1998-1 Note for federal, state and local income and franchise tax purposes as indebtedness of the Company.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1998-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1998-1 Notes representing more than 50% in principal amount of the Outstanding Series 1998-1 Notes which are affected by such amendment or modification subject to certain exceptions set forth in the Indenture. The Indenture also contains provisions permitting the Holders of Series 1998-1 Notes representing specified percentages of the Outstanding Series 1998-1 Notes, on behalf of the Holders of all the Series 1998-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Series 1998-1 Note (or any one of more predecessor Series 1998-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 1998-1 Note and of any Series 1998-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Series 1998-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1998-1 Notes issued thereunder.

The term “Company” as used in this Series 1998-1 Note includes any successor to the Company under the Indenture.

The Series 1998-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Series 1998-1 Note and the Indenture shall be construed in accordance with the law of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Series 1998-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and

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unconditional, to pay the principal of and interest on this Series 1998-1 Note at the times, place, and rate, and in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes.

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INCREASES AND DECREASES

Date	Unpaid Principal Amount	Increase	Decrease	Total	Series 1998-1 Note Rate	Interest Period (if applicable)	Notation Made by

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

_________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________ (name and address of assignee) the within Series 1998-1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________, attorney, to transfer said Series 1998-1 Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:_________ _________________________________________

^1/

Signature Guaranteed:

_________________________

_________________________________

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Series 1998-1 Note in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT B

[Reserved]

EXHIBIT C

Form of Demand Note

New York, New York

[_________________]

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 [ ] 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 1998-1 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 (the “ Base Indenture ”) as supplemented by the Second Amended and Restated Series 1998-1 Supplement, dated as of February 14, 2007 (the “ Series 1998-1 Supplement ” and together with the Base Indenture, the “ Indenture ”) for the determination of LIBOR thereunder, plus 1.5% (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 the 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 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.

4. Demand Note Advances . RCFC agrees to make advances (“ Demand Note Advances ”) upon request from DTAG, as borrower, out of and not to exceed in any Related Month the amount of Recoveries not allocated pursuant to Section 4.7(a)(ii)(1) of the Series 1998-1 Supplement that may be lent under this Demand Note pursuant to Sections 4.7(a)(ii)(1) and 4.7(b)(ii)(1) of the Series 1998-1 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 1998-1 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.

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.

C-2

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.

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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.

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

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Schedule A

PAYMENT GRID

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

EXHIBIT D

TO SERIES 1998-1 SUPPLEMENT

Form of Notice of

Series 1998-1 Lease Payment Losses

Deutsche Bank Trust Company Americas, as Trustee and Enhancement Agent

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

This Series 1998-1 Lease Payment Losses Notice is delivered to you pursuant to Section 4.14 of the Second Amended and Restated Series 1998-1 Supplement dated as of February 14, 2007 to the Amended and Restated Base Indenture dated as of February 14, 2007, (as amended or modified from to time, the “Series 1998-1 Supplement ”), between Rental Car Finance Corp., an Oklahoma corporation, and Deutsche Bank Trust Company Americas, as Trustee and Enhancement Agent. Terms used herein have the meanings provided in the Series 1998-1 Supplement.

The Master Servicer hereby notifies the Trustee and the Enhancement Agent that as of _________, 20__ there exists Series 1998-1 Lease Payment Losses in the amount of $__________.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: ________________________________

Name:

Title:

Exhibit 4.165

EXECUTION COPY

RENTAL CAR FINANCE CORP.,

as Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

______________________

AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT

dated as of February 14, 2007

AMENDED AND RESTATED BASE INDENTURE

dated as of February 14, 2007,

Rental Car Asset Backed Variable Funding Notes, Series 2000-1

TABLE OF CONTENTS

Page

ARTICLE 1 DESIGNATION

ARTICLE 2 DEFINITIONS AND CONSTRUCTION

ARTICLE 3 GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1 Grant of Security Interest.

ARTICLE 4A INITIAL ISSUANCE AND INCREASES AND DECREASES OF SERIES

2000-1 INVESTED AMOUNT OF SERIES 2000-1 NOTES

Section 4A.1 Issuance in Definitive Form

Section 4A.2 Procedure for Increasing the Series 2000-1 Invested Amount

Section 4A.3 Decreases

ARTICLE 4 ALLOCATION AND APPLICATION OF COLLECTIONS

ARTICLE 5 AMORTIZATION EVENTS

Section 5.1 Series 2000-1 Amortization Events

Section 5.2 Waiver of Past Events

ARTICLE 6 COVENANTS

Section 6.1 Minimum Subordinated Amount

Section 6.2 Minimum Series 2000-1 Letter of Credit Amount

ARTICLE 7 FORM OF SERIES 2000-1 NOTES

ARTICLE 8 GENERAL

Section 8.1 Payment of Rating Agencies’ Fees

Section 8.2 Exhibits

Section 8.3 Ratification of Base Indenture

Section 8.4 Counterparts

Section 8.5 Governing Law

Section 8.6 Amendments

Section 8.7 Financed Vehicles

Schedule 1

Maximum Manufacturer Percentages

Exhibit A

Form of Rental Car Asset Backed Variable Funding Note, Series 1998-1

Exhibit B

[Reserved]

Exhibit C

Form of Demand Note

Exhibit D

Form of Notice of Series 1998-1 Lease Payment Losses

THIS AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT, dated as of February 14, 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 ”).

W I T N E S S E T H :

WHEREAS, RCFC, the Trustee and the Enhancement Agent entered into that certain Series 2000-1 Supplement, dated as of December 15, 2000, as heretofore amended and supplemented (the “ Series 2000-1 Supplement ”), for the purpose of authorizing the issuance of the Series 2000-1 Notes;

WHEREAS, Section 11.2 of the Base Indenture and Section 8.6 of the Series 2000-1 Supplement provide, among other things, that the terms of the Series 2000-1 Supplement may be modified from time to time in accordance with the terms of the Base Indenture;

ARTICLE 1

DESIGNATION

(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 Variable Funding Notes, Series 2000-1. The Rental Car Asset Backed Variable Funding Notes, Series 2000-1, shall be issued in one class and shall be referred to collectively as the “ Series 2000-1 Notes ”.

(b) The net proceeds from the sale of and Increases in respect of the Series 2000-1 Notes shall be deposited into the Group II Collection Account, and such proceeds and the proceeds of Increases in respect thereof shall be used (i) on and after the Series 2000-1 Closing Date, to finance or refinance the acquisition by the Issuer or DTG Operations of Financed Vehicles or Eligible Receivables, (ii) on and after the Series 2000-1 Closing Date, to acquire Acquired Vehicles from certain Eligible Manufacturers, Auctions or otherwise or to refinance the same and (iii) in certain circumstances, to pay principal on amortizing Group II Series of Notes other than the Series 2000-1 Notes.

(c) The Series 2000-1 Notes are a Segregated Series of Notes (as more fully described in the Base Indenture) and are hereby designated as a “ Group II Series of Notes ”. On

March 4, 1998, RCFC and the Trustee also entered into a supplement that was subsequently amended and restated on February 26, 2002 and which has been amended and restated again as of the date hereof (the “ Series 2000-1 Supplement ”) to the Base Indenture pursuant to which RCFC issued a Segregated Series of Notes (the “ Series 2000-1 Notes ”) designated as “Group II Series of Notes.” The Issuer may from time to time issue additional Segregated Series of Notes that the related Series Supplements will indicate are entitled to share, together with the Series 2000-1 Notes and the Series 2000-1 Notes in the Group II Collateral and any other Collateral and Master Collateral designated as security for the Series 2000-1 Notes and the Series 2000-1 Notes under the Series 2000-1 Supplement, this Supplement and the Master Collateral Agency Agreement (the Series 2000-1 Notes, the Series 2000-1 Notes and any such additional Segregated Series, each, a “ Group II Series of Notes ” and, collectively, the “ Group II Series of Notes ”). 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 II Series of Notes.

ARTICLE 2

DEFINITIONS 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 2000-1 Notes and not to any other Series of Notes issued by the Issuer. In addition, with respect to the Series 2000-1 Notes, references in the Base Indenture to (i) the “ Lease ” shall be deemed to refer to the Master Lease, (ii) “ Lessee ” shall be deemed to refer to any or all of the Lessees under the Master Lease, as the context requires, and (iii) when the terms “ Lease ,” or “ Lessee ” are imbedded in a defined term within the Base Indenture, they shall be deemed to refer to the corresponding concept described in clauses (i) and (ii) , as applicable, except in each case as otherwise specified in this Supplement or as the context may otherwise require.

(b) The following words and phrases shall have the following meanings with respect to the Series 2000-1 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:

“ 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.

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 (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 Overcollateralization Amount ” means, as of any date of determination, an amount equal to (a) the Overcollateralization Portion on such date divided by the Series 2000-1 Enhancement Factor as of such date minus (b) the Overcollateralization Portion as of such date.

“ Additional Ownership Group ” has the meaning specified in the definition of Ownership Group.

“ Administrative Agent ” means The Bank of Nova Scotia, and its successors and assigns.

“ Aggregate Asset Amount ” means, with respect to the Series 2000-1 Notes, on any date of determination, without duplication, the sum of (i) the Net Book Value of all Group II Vehicles as of such date with respect to which the applicable Vehicle Lease Expiration Date has not occurred, plus (ii) the Exchange Agreement Group II Rights Value, plus (iii) all Manufacturer Receivables, as of such date, due to RCFC or a Lessee from Eligible Manufacturers (other than any Eligible Manufacturers that are IR Manufacturers) under and in accordance with their respective Eligible Vehicle Disposition Programs, or from Eligible Manufacturers (other than any Eligible Manufacturers that are IR Manufacturers) as incentive payments, allowances, premiums, supplemental payments or otherwise, in each case with respect to Group II 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, plus (iv) all amounts (without double counting amounts specified in clause (iii) above) receivable, as of such date, by RCFC or a Lessee from any Person in connection with the Auction, sale or other disposition of Group II 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 II Vehicles, plus (vi) cash and Permitted Investments on deposit as of such date in the Collection Account constituting Group II Collateral (less any portion thereof allocated to the Retained Interest), plus (vii) cash and Permitted Investments as of such date constituting Group II Collateral and cash and Permitted Investments as of such date in the Master Collateral Account constituting Group II Master Collateral.

“ Aggregate Interest Expense ” is defined in clause (a) of the definition of “ Non-Vehicle Interest Expense ”.

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

“ Asset Amount Deficiency ” means, with respect to the Series 2000-1 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 set forth therefor in the Master Collateral Agency Agreement.

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

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

“ Base Rate ” means, with respect to any Series 2000-1 Note for any Base Tranche Period, the daily average during such period of the sum of (a) the greater of (i) (1) for the Bank One Ownership Group, that interest rate denominated and set by Bank One as its “prime rate” from time to time as an interest rate basis for borrowings, (2) for the BNS Ownership Group, that interest rate denominated and set by BNS as its “prime rate” from time to time as an interest rate basis for borrowings, and (3) for any Additional Ownership Group, that interest rate denominated and set by the related Managing Agent as its “prime rate” from time to time as an interest rate basis for borrowings, and (ii) the Federal Funds Rate plus 0.50% plus (b) following the occurrence and during the continuance of an Amortization Event, 2.00% per annum. The “prime rate” is but one of several interest rate bases used by Bank One, BNS and any other Managing Agent, respectively, and each of the foregoing lends at interest rates above and below their respective “prime rate.”

“ Base Tranche Period ” means a period of days ending on a Business Day on which the Series 2000-1 Invested Amount, or any portion thereof, is accruing interest at the Base Rate.

“ 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, or any Additional Lessee or Servicer, as applicable, or any authorized committee of the Board of Directors.

lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

“ Carrying Charges ” means, as of any day, (i) without duplication, the aggregate of all Trustee fees, servicing fees (other than supplemental servicing fees), fees, expenses and costs payable in connection with the 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 the Enhancement Providers, if any, with respect to the Series 2000-1 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.

“ Casualty ” means, with respect to any Vehicle, that (i) such Vehicle is lost, stolen (and not recovered within 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).

“ Casualty Payment ” is defined in Section 7 of the Master Lease.

“ Certificate of Credit Demand ” means a certificate in the form of Annex A to the Series 2000-1 Letter of Credit.

“ Certificate of Termination Demand ” means a certificate in the form of Annex C to the Series 2000-1 Letter of Credit.

“ 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 2000-1 Letter of Credit and withdrawals from the Series 2000-1 Cash Collateral Account, (iii) all payments including, without limitation, all Recoveries and Lease Payment Recoveries, by, or on behalf of any Manufacturer, under its Vehicle Disposition Program or any incentive program, (iv) the Unused Exchange Proceeds and all Substitute Group II 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 II Vehicles, payment of insurance proceeds, 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, and (vi) all amounts earned on Permitted Investments arising out of funds in the Group II Collection Account and in the Master Collateral Account (to the extent allocable to the Trustee as Beneficiary thereunder); provided that the amount included in clauses (i) through (vi) 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 § 1.1031(k)-1(g)(6).

“ Commercial Paper ” has the meaning specified in the Series 2000-1 Note Purchase Agreement.

“ Committed Purchasers ” means, collectively, ABN, BNS, Deutsche Bank, Dresdner, JPMorgan, BNP Paribas and WCMC, as each such term is defined in the definition of “Ownership Group,” and any of their successors and permitted assigns, and such other purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement as Committed Purchasers.

“ Conduit Purchasers ” means, collectively, Liberty Street Funding Corp., Beethoven Funding Corporation, Amsterdam Funding Corporation, Park Avenue Receivables Company, LLC, Starbird Funding Corporation and Working Capital Management Co., LP and any of their successors and permitted assigns, and such other purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement as Conduit Purchasers.

“ CP Rate ” means, with respect to a Conduit Purchaser and any CP Tranche Period applicable to such Conduit Purchaser, the rate equivalent to the rate (or if more than one rate, the weighted average of the rates) at which such Conduit Purchaser's Commercial Paper (whether any such Commercial Paper was issued specifically to fund such Conduit Purchaser’s Series 2000-1 Invested Amount or is allocated, in whole or in part, to such funding) having a term equal to such CP Tranche Period are sold plus the amount of any placement agent or commercial paper dealer fees or other fees of such Conduit Purchaser incurred in connection with such sale; provided , however , if the rate (or rates) is a discounted rate (or rates), the “CP Rate” for such CP Tranche Period shall be the rate (or, if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate.

“ CP Tranche Period ” means a period of days ending on a Business Day which shall not exceed 270 days and during which the Series 2000-1 Invested Amount, or any portion thereof, is accruing interest at the CP Rate.

“ Credit Agreement ” means the Third Amended and Restated Credit Agreement, dated as of April 1, 2004, among DTAG, DTG Operations and Thrifty, as borrowers, the financial institutions from time to time party thereto, as lenders, Credit Suisse (formerly known as Credit Suisse First Boston), as administrative agent for the lenders, The Bank of Nova Scotia, as the syndication agent, Dresdner Bank AG, New York and Cayman Island Branches, as the documentation agent, Credit Suisse (formerly known as Credit Suisse First Boston), as the sole bookrunner, and Credit Suisse (formerly known as Credit Suisse First Boston) and The Bank of Nova Scotia, as co-arrangers, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“ Credit Demand ” means a demand for a LOC Credit Disbursement under the Series 2000-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ Credit Draw ” means a draw on the Series 2000-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ Daily Interest Amount ” means, with respect to any Series 2000-1 Note and any day in a Series 2000-1 Interest Period, an amount equal to the result of (a) the sum for each such day of (i) the product of (x) the CP Rate for such day and (y) the portion of the Series 2000-1 Invested Amount represented by such Series 2000-1 Note as of the close of business on such day accruing interest at the CP Rate, plus (ii) the product of (x) the Eurodollar Rate for such day and (y) the portion of the Series 2000-1 Invested Amount represented by such Series 2000-1 Note as of the close of business on such day accruing interest at the Eurodollar Rate, plus (iii) the product of (x) the Base Rate for such day and (y) the portion of the Series 2000-1 Invested Amount represented by such Series 2000-1 Note as of the close of business on such day accruing interest at the Base Rate, divided by (b) 360.

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

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

“ Decrease ” means a Voluntary Decrease or a Mandatory Decrease, as applicable.

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

“ Demand Note ” means that certain Demand Note, dated as of February 1, 2006, made by DTAG to the Issuer in substantially the form attached as Exhibit C to this Supplement.

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

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

“ EBITDA ” means, for any applicable period, the sum for such period of

plus

“ Eligible Credit Enhancer ” means (a) a commercial bank having total assets in excess of $500,000,000, (b) a finance company, insurance company or other financial institution that in the ordinary course of business enters into transactions of a type similar to that entered into by the Series 2000-1 Letter of Credit Provider under the Enhancement Letter of Credit Application and Agreement and has total assets in excess of $200,000,000, and with respect to which providing or becoming an assignee of the obligations of the Series 2000-1 Letter of Credit Provider would not constitute a prohibited transaction under Section 4975 of ERISA and (c) any other financial institution, in each case reasonably satisfactory to DTAG and the Series 2000-1 Required Noteholders, having a short-term rating at least equal to A-1, or better, by Standard & Poor’s and at least equal to P-1, or better, by Moody’s; provided , however , that any Person who does not have either a short-term rating from Standard & Poor’s or Moody’s shall be an Eligible Credit Enhancer only if such Person is reasonably satisfactory to all of the Series 2000-1 Noteholders and to the Rating Agencies.

“ 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, Hyundai, BMW, Jaguar, and Mercedes-Benz as set forth in Schedule 1 hereto (as such schedule, subject to receiving the consent of the Managing Agents and 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 Rating Agencies have indicated that the inclusion of such Manufacturer’s Vehicles under the Master Lease (or any other Lease with respect to Group II Vehicles) will not adversely affect the then current rating of any Group II Series of Notes, 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.

“ 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, an Additional Lessee or a creditor of RCFC or such Lessee or Additional 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 Secured Parties; provided that no amount receivable from an Eligible Manufacturer or Auction dealer under a Eligible Vehicle Disposition Program shall be an Eligible Receivable if such amount remains unpaid more than ten (10) days after the Vehicle Disposition Program Payment Due Date in respect of such Vehicle.

“ Eligible Vehicle ” means, on any date of determination, a Group II 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 Group II Series Supplement (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 Group II Noteholders 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 II 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 of (a) the Series 2000-1 Available Subordinated Amount, plus (b) the Series 2000-1 Letter of Credit Amount.

“ Enhancement Letter of Credit Application and Agreement ” means the Enhancement Letter of Credit Application and Agreement, dated as of December 15, 2000, among the

Administrative Agent, DTG Operations (formerly known as Dollar Rent A Car Systems, Inc.), Thrifty, those additional Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG and the Series 2000-1 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 2000-1 Notes, the Series 2000-1 Letter of Credit Provider.

“ Eurodollar Rate ” means, with respect to a Committed Purchaser and any Eurodollar Tranche Period applicable to such Committed Purchaser, the sum of (a) LIBOR for such Eurodollar Tranche Period divided by 1 minus the “Reserve Requirement” plus (b) for so long as no Amortization Event has occurred and is continuing, 1.00%, plus (c) following the occurrence and during the continuance of an Amortization Event, 2%; where “ Reserve Requirement ” means, for any Eurodollar Tranche Period, the maximum reserve requirement imposed on any Committed Purchaser during such Eurodollar Tranche Period on “eurocurrency liabilities” as currently defined in Regulation D of the Board of Governors of the Federal Reserve System.

“ Eurodollar Tranche Period ” means a period of days ending on a Business Day which shall not exceed six (6) months and during which the Series 2000-1 Invested Amount, or any portion thereof, is accruing interest at the Eurodollar Rate.

“ Excess Funding Accounts ” means, collectively, as of any date, the Series 2000-1 Excess Funding Account and the corresponding account or accounts designated as such with respect to each additional Group II Series of Notes as of such date.

“ Federal Funds Rate ” means (i) with respect to any Series 2000-1 Note, other than the Series 2000-1 Note issued to ABN AMRO for the benefit of the ABN AMRO Ownership Group, for any period, a fluctuating interest rate per annum equal for each day during such period to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it and (ii) with respect to any Series 2000-1 Note issued to ABN AMRO for the benefit of the ABN AMRO Ownership Group, for any day, the greater of (a) the average rate per annum as determined by ABN AMRO at which overnight Federal funds are offered to ABN AMRO for such day by major banks in the interbank market, and (b) if ABN AMRO is borrowing overnight funds from

a Federal Reserve Bank that day, the average rate per annum at which such overnight borrowings are made on that day. Each determination of the Federal Funds Rate by ABN AMRO shall be conclusive and binding on RCFC except in the case of manifest error.

“ 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.

“ Fiscal Quarter ” means any quarter of a Fiscal Year.

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

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

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

“ Group II Collection Account ” has the meaning specified in Section 4.6(a) hereof.

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

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

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

“ Group II Series of Notes ” has the meaning specified in Section 1(c) hereof.

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

“ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under Hedging Agreements.

“ 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 “A3” from Moody’s and at least “A” 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 an affiliated entity specified by the Rating Agencies shall apply for purposes of this definition.

“ Increase ” has the meaning specified in Section 4A.2(a) of this Supplement.

“ Increase Date ” means the date on which an Increase occurs.

“ Indebtedness ” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities;

(d) all obligations of such Person in the nature of overdrafts;

(e) net liabilities of such Person under all Hedging Obligations;

(g) Redeemable Capital Stock; and

(h) all Contingent Obligations of such Person in respect of any of the foregoing.

“ Interest Coverage Ratio ” means, at the end of any Fiscal Quarter, the ratio of

(a) EBITDA for the four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter

(b) Aggregate Interest Expense for the four consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter, net of interest income for such four Fiscal Quarter period.

“ Invested Amount ” means, on any date of determination, with respect to the Series 2000-1 Notes, the Series 2000-1 Invested Amount, and with respect to each other Series of Notes, the amount specified in the applicable Supplement that is analogous to the Series 2000-1 Invested Amount but for such series.

“ IR 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 “A3” from Moody’s and at least “A” 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 an affiliated 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 “A3” or “A”, as applicable, by the Rating Agency that withdrew the rating of such Manufacturer or downgraded such Manufacturer for a period of 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 downgrade and (ii) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade.

“ 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.

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

“ Late Return Payments ” is defined in Section 13 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, the amount of payments due under the Master Lease with respect to the Related Month which were not paid when due.

“ Lease Payment Recoveries ” means, as of any Payment Date, an amount equal to all payments made by the Lessees or the Guarantor under the Master Lease since the preceding Payment Date on account of past due payments under the Master Lease, excluding any amounts drawn under the Series 2000-1 Letter of Credit or withdrawn from the Series 2000-1 Excess Funding Account.

“ Lessee ” means 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, as applicable, 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, with respect to any Series 2000-1 Note for any Eurodollar Tranche Period, the rate per annum (rounded upwards, if necessary, to the next higher one-hundredth of a percentage point) determined (i) for the BNS Ownership Group, by reference to the arithmetic average (rounded upwards, if necessary, to the next higher one-hundredth of a percentage point) of the rates at which deposits in U.S. Dollars are offered by four reference banks reasonably selected by BNS in the interbank eurodollar market at or about 11:00 A.M. (London time), two Business Days prior to the beginning of such Eurodollar Tranche Period for delivery on the first day of such Eurodollar Tranche Period for the number of days comprised therein, and (ii) for any Additional Ownership Group, by reference to the arithmetic average (rounded upwards, if necessary, to the next higher one-hundredth of a percentage point) of the rates at which deposits in U.S. Dollars are offered by four reference banks reasonably selected by the related Managing Agent in the interbank eurodollar market at or about 11:00 A.M. (London time), two Business Days prior to the beginning of such Eurodollar Tranche Period for delivery on the first day of such Eurodollar Tranche Period for the number of days comprised therein.

“ Limited Liquidation Event of Default ” means, the occurrence of any Amortization Event specified in Sections 5.1(a) through (g) 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 Amortization Event shall have been cured.

“ LOC Credit Disbursement ” means an amount drawn under the Series 2000-1 Letter of Credit pursuant to a Certificate of Credit Demand.

“ LOC Disbursement ” shall mean any LOC Credit Disbursement or any LOC Termination Disbursement, or other disbursement by the Series 2000-1 Letter of Credit Provider under the Series 2000-1 Letter of Credit, or any combination thereof, as the context may require.

“ LOC Termination Disbursement ” means an amount drawn under the Series 2000-1 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 2000-1 Cash Collateral Account.

“ 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, 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 and constituting a voidable preference pursuant to the Bankruptcy Code that were reclaimed, rescinded or otherwise returned during such Related Month.

“ Managing Agents ” means, collectively, ABN, BNS, Dresdner, JPMorgan, BNP Paribas and Mizuho, as each such term is defined in the definition of “Ownership Group,” and any of their successors and permitted assigns, and such other Persons as shall become parties to the Series 2000-1 Note Purchase Agreement as Managing Agents.

“ Mandatory Decrease ” has the meaning specified in Section 4A.3(a) of this Supplement.

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

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 ” with respect to any Related Month, means 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 one hundred (100) 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 100 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 one hundred (100) 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 or in connection with 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 Vehicle shall be based upon such other reasonable methodology as determined by the Issuer; provided , further , that any Program Vehicle that is a Group II Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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 2000-1 Closing Date, the lower of (i) the lowest Measurement Month Average of any full Measurement Month within the preceding 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 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 each such Non-Program Vehicles calculated as of 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, each Lessee, as grantor and servicer, such other grantors as may become parties thereto, various Beneficiaries 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 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 II Series of Notes, plus (ii) with respect to all Group II 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 Group II Series of Notes, plus (iii) the aggregate Net Book Values of all Group II Vehicles leased under the Master Lease on such date that were acquired, financed or refinanced with funds other than proceeds of Group II 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 such date to invest in new Group II 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 the prior written consent of the Managing Agents, 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 has 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 agreed upon by the Lessor and each of the Lessees, subject to the prior written consent of the Managing Agents, 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, fifty percent (50%) or such other percentage amount agreed upon by the Lessor and each of the Lessees, subject to the prior written consent of the Managing Agents and 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 has 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.

an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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 2000-1 Notes on any date of determination, the sum of (a) the product of (i) the Series 2000-1 Program Enhancement Percentage, times (ii) an amount in U.S. Dollars equal to the aggregate Series 2000-1 Invested Amount minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account, the Exchange Agreement Group II Rights Value 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 II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement and are not distributable to or at the direction of DTAG, the Issuer, DTG Operations pursuant thereto, 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 II Collateral, times (B) a fraction, the numerator of which shall be the sum of the Series 2000-1 Invested Amounts as of such date and the Series 2000-1 Available Subordinated Amount for such date and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of such date and (II) the sum of the Invested Amounts for all Group II Series of Notes as of such date, times (iii) a fraction, the numerator of which shall be the aggregate Net Book Value of all Program Vehicles as of such date and the denominator of which shall be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of such date, plus (b) the product of (i) the Series 2000-1 Non-Program Enhancement Percentage times (ii) an amount in U.S. Dollars equal to the aggregate Series 2000-1 Invested Amount as of such date, minus the product of (A) the aggregate amount of cash and Permitted Investments in the Group II Collection Account, the Exchange Agreement Group II Rights Value as of such date and, to the extent cash and Permitted Investments in the Master Collateral Account are allocable to the Trustee on behalf of holders of Group II Series of Notes as Beneficiary pursuant to the Master Collateral Agency Agreement and are not distributable to or at the direction of the Master Servicer pursuant thereto, 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 II Collateral, times (B) a fraction, the numerator of which shall be the sum of the Series 2000-1 Invested Amount as of such date and the Series 2000-1 Available Subordinated Amount for such date and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of such date and (II) the sum of the Invested Amounts for all Group II Series of Notes as of such date, times (iii) a fraction, the numerator of which shall be the aggregate Net Book Value of all Non-Program Vehicles as of such date and the denominator of which shall be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of such date, plus (c) the Additional Overcollateralization Amount as of such date.

“ Minimum Series 2000-1 Letter of Credit Amount ” means, with respect to any date of determination the greater of (i) an amount equal to (x) 5% of the Series 2000-1 Invested Amount of the Series 2000-1 Notes outstanding on such date, less (y) any cash on deposit in the Series

2000-1 Cash Collateral Account on such date, and (ii) an amount equal to (x) the Minimum Enhancement Amount on such date, minus (y) the Series 2000-1 Available Subordinated Amount on such date.

“ Minimum Subordinated Amount ” means, with respect to any date of determination, the greater of (a) 2.25% of the Series 2000-1 Invested Amount on such date and (b) an amount equal to (i) the Minimum Enhancement Amount, minus (ii) the Series 2000-1 Letter of Credit Amount.

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

“ 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.

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

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

over

“ Net Worth ” means, with respect to any Person at any date, on a consolidated basis for such Person and its Subsidiaries, the excess of:

over

(b) treasury stock of such Person and, to the extent included in the preceding clause (a) , minority interests in Subsidiaries of such Person at such date.

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

“ Non-Program Vehicle ” means a Group II Vehicle that, when acquired 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.

“ Non-Vehicle Debt ” means

(a)

Total Debt

minus

(b)

to the extent included in such Total Debt, Vehicle Debt

plus

such Vehicles and (ii) which has become due and payable and remains unpaid as of the end of any calendar month.

“ Non-Vehicle Interest Expense ” means, for any applicable period, the excess of

(a) the aggregate consolidated gross interest expense of DTAG and its Subsidiaries for such period, as determined in accordance with GAAP (“ Aggregate Interest Expense ”), including (i) commitment fees paid or owed with respect to the then unutilized portion of the Commitment Amount (as defined in the Credit Agreement or any successor agreement thereto), (ii) all other fees paid or owed with respect to the issuance or maintenance of Contingent Obligations (including letters of credit), which, in accordance with GAAP, would be included as interest expense, (iii) net costs or benefits under Hedging Agreements and (iv) the portion of any payments made in respect of Capitalized Lease Liabilities of DTAG and its Subsidiaries allocable to interest expense, but excluding the amortization of debt issuance costs and other financing expenses incurred in connection with the transactions contemplated by the Credit Agreement,

over

(b) to the extent included in the preceding clause (a) , gross interest expense in respect of Vehicle Debt (“ Vehicle Interest Expense ”).

“ Note Purchaser ” means each Managing Agent, for the benefit of the Conduit Purchasers and the Committed Purchasers in the related Ownership Group, and any permitted successors and assigns in such capacity.

“ 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.

“ Ownership Group ” means each of the following groups of Note Purchasers:

(i) The Bank of Nova Scotia (“ BNS ”), Deutsche Bank AG, acting through its New York Branch (“ Deutsche Bank ”), Liberty Street Funding Corp., and any other Conduit Purchaser administered by BNS or any of BNS’s Affiliates (the “ BNS Ownership Group ”).

(ii) Dresdner Bank AG (“ Dresdner ”), Beethoven Funding Corporation, and any other Conduit Purchaser administered by Dresdner or any of Dresdner’s Affiliates (the “ Dresdner Ownership Group ”).

(iii) ABN AMRO Bank N.V. (“ ABN ”), Amsterdam Funding Corporation, and any other Conduit Purchaser administered by ABN or any of ABN’s Affiliates (the “ ABN Ownership Group ”).

(iv) JPMorgan Chase Bank, National Association (“ JPMorgan ”), Park Avenue Receivables Company, LLC, and any other Conduit Purchaser administered by JPMorgan or any of JPMorgan’s Affiliates (the “ JPMorgan Ownership Group ”).

(v) BNP Paribas, New York Branch (“ BNP Paribas ”), Starbird Funding Corporation, and any other Conduit Purchaser administered by BNP Paribas or any of BNP Paribas’s Affiliates (the “ BNP Paribas Ownership Group ”).

(vi) Working Capital Management Co., LP (“ WCMC ”), and any other Conduit Purchaser administered by Mizuho Corporate Bank, Ltd. (“ Mizuho ”) or any of Mizuho’s Affiliates (the “ Mizuho Ownership Group ”).

(vii) Each Managing Agent and its related Conduit Purchasers and Committed Purchasers as shall become parties to the Series 2000-1 Note Purchase Agreement (each an “ Additional Ownership Group ”).

By way of example and for avoidance of doubt, each of the BNS Ownership Group, the Dresdner Ownership Group, the ABN Ownership Group, the JPMorgan Ownership Group, the BNP Paribas Ownership Group, the Mizuho Ownership Group and any Additional Ownership Group is a separate Ownership Group. An assignee of a Committed Purchaser shall belong, to the extent of such assignment, to the same Ownership Group as the assigning Committed Purchaser. A Committed Purchaser may belong to more than one Ownership Group at a time.

“ 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 February 25, 2001.

“ 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 than such institution or trust company) of such depositary institution or trust company shall have a credit

rating from Standard & Poor’s of “A-1+” and from Moody’s of “P-1,” and from Fitch of at least “F1+” (if rated by Fitch) in the case of certificates of deposit or short-term deposits, or a rating from Standard & Poor’s of at least “AAA” and from Moody’s of a 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 Standard & Poor’s of at least “A-1+” and from Moody’s of “P-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 rated at least “AAAm” by Standard & Poor’s or otherwise approved in writing by Standard & Poor’s and from Moody’s of at least “Aaa” or otherwise approved in writing by Moody’s and from Fitch of at least “AA” (if rated by Fitch); (vii) Eurodollar time deposits having a credit rating from Standard & Poor’s of “A-1+”, from Moody’s of “P-1” and from Fitch of at least “F1+” (if rated by Fitch); and (viii) any other instruments or securities approved by the Managing Agents.

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

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

“ Principal Collections ” means Collections other than Series 2000-1 Interest Collections.

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

“ QI Group II Master Collateral ” means (i) any Master Collateral Vehicle that is a Group II Exchanged Vehicle, (ii) any funds in the Master Collateral Account that are proceeds of any Group II Exchanged Vehicle, (iii) any receivables in respect of disposition of any Group II 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.

has a long-term indebtedness rating from Standard & Poor’s of not lower than “AA” and from Moody’s of not lower than “Aa2” and a short-term indebtedness rating from Standard & Poor’s not lower than “A-1+” and from Moody’s not lower than “P-1” or (ii) is otherwise satisfactory to the Managing Agents.

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

“ Rating Agencies ” means Standard & Poor’s and Moody’s.

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

“ RCFC Agreements ” has the meaning set forth in Section 2.1(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 2000-1 Notes and all costs, fees and expenses payable by, or obligations of, RCFC in respect of the Series 2000-1 Notes under the Indenture and the Related Documents.

“ 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 II Collection Account or the Master Collateral Account in respect of Group II Master Collateral) from any Person during such Related Month in respect of amounts that had previously been treated as Losses, 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 II Collection Account or the Master Collateral Account in respect of Group II Master Collateral) and resulting from the sale or other final disposition of Acquired Vehicles that are Group II Vehicles (other than pursuant to Vehicle Disposition Programs) plus any Termination Payments that have accrued with respect to such Acquired Vehicles that are Group II Vehicles, over (y) the Net Book Values of such Acquired Vehicles that are Group II Vehicles, calculated on the dates of the respective sales or dispositions thereof.

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

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

“ Related Documents ” means, collectively, the Indenture, the Series 2000-1 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 Assignment Agreements, the Series 2000-1 Note Purchase Agreement, Group II Assignment of Exchange Agreement and the Series 2000-1 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.

“ Required Asset Amount ” means with respect to the Series 2000-1 Notes, at any date of determination, the sum of (i) the Invested Amount for all Group II Series of Notes that do not provide for Enhancement in the form of overcollateralization plus (ii) with respect to all Group II 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.

“ Retained Interest Percentage ” means, on any date of determination, when used with respect to Group II 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 II Series of Notes and (ii) the available subordinated amount percentages for all Group II Series of Notes that provide for credit enhancement in the form of overcollateralization, including all classes of such Series of Notes, in each case as such percentages are calculated on such date with respect to Group II 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.

“ Series 2000-1 Accrued Interest Account ” has the meaning specified in Section 4.6(b) of this Supplement.

“ Series 2000-1 Available Subordinated Amount ” means, for any date of determination, an amount equal to (a) the Series 2000-1 Available Subordinated Amount for the preceding

Determination Date (or, in the case of the initial Determination Date following the Series 2000-1 Closing Date, the Series 2000-1 Closing Date), minus (b) the Series 2000-1 Available Subordinated Amount Incremental Losses for the Related Month, plus (c) the Series 2000-1 Available Subordinated Amount Incremental Recoveries for the Related Month, minus (d) the Series 2000-1 Lease Payment Losses allocable to the Series 2000-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement since the preceding Determination Date, plus (e) the Series 2000-1 Lease Payment Recoveries allocable to the Series 2000-1 Available 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 2000-1 Closing Date) to the Series 2000-1 Excess Funding Account for allocation to the Series 2000-1 Available Subordinated 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 2000-1 Closing Date) as Master Collateral for allocation to the Series 2000-1 Available Subordinated Amount pursuant to the Indenture, minus (h) any amounts withdrawn from the Series 2000-1 Excess Funding Account since the preceding Determination Date (or in the case of the first Determination Date, since the Series 2000-1 Closing Date) for allocation to the Retained Distribution Account. The “Series 2000-1 Available Subordinated Amount” for the Series 2000-1 Closing Date through the first Determination Date shall mean $0.

“ Series 2000-1 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 2000-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

“ Series 2000-1 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 2000-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.

“ Series 2000-1 Cash Collateral Account ” has the meaning specified in Section 4.16 of this Supplement.

“ Series 2000-1 Cash Collateral Account Surplus ” means, as of any date of determination subsequent to the establishment and funding of the Series 2000-1 Cash Collateral Account pursuant to Section 4.17(a) of this Supplement, the amount, if any, by which (a) the Series 2000-1 Letter of Credit Amount exceeds (b) the Minimum Series 2000-1 Letter of Credit Amount.

“ Series 2000-1 Closing Date ” means December 15, 2000.

“ Series 2000-1 Collection Account ” has the meaning specified in Section 4.6(a) of this Supplement.

“ Series 2000-1 Deposit Date ” has the meaning specified in Section 4.7 of this Supplement.

“ Series 2000-1 Distribution Account ” has the meaning specified in Section 4.12(a) of this Supplement.

“ Series 2000-1 Distribution Account Collateral ” has the meaning specified in Section 4.12(d) of this Supplement.

“ Series 2000-1 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 2000-1 Enhancement Factor ” means, as of any date of determination, an amount equal to (i) 100% minus (ii) the percentage equivalent of a fraction, the numerator of which is the sum of the amounts determined pursuant to clauses (a) and (b) of the definition of Minimum Enhancement Amount as of such date and the denominator of which is the Series 2000-1 Invested Amount as of such date.

“ Series 2000-1 Excess Funding Account ” has the meaning specified in Section 4.6(a) of this Supplement.

“ Series 2000-1 Funding Date ” means the date on which the initial Increase is funded.

“ Series 2000-1 Initial Invested Amount ” means the aggregate initial principal amount of the Series 2000-1 Notes, which is $0.

“ Series 2000-1 Interest Amount ” means, with respect to any Payment Date, the aggregate for all Series 2000-1 Notes Outstanding of (i) the sum of the Daily Interest Amounts with respect to each such Series 2000-1 Note for each day in the related Series 2000-1 Interest Period, plus (ii) all previously accrued and unpaid Series 2000-1 Interest Amounts with respect to each such Series 2000-1 Note (together with interest on such unpaid amounts at the applicable Series 2000-1 Note Rate), plus (iii) any Carrying Charges due to each related Series 2000-1 Noteholder and unpaid as of such Payment Date.

“ Series 2000-1 Interest Collections ” means on any date of determination, all Collections in the Group II Collection Account which represent Monthly Variable Rent, Monthly Finance Rent or the Availability Payment accrued under any Lease related to Group II Vehicles with respect to the Series 2000-1 Notes, plus the Series 2000-1 Invested Percentage of any amount earned on Permitted Investments in the Series 2000-1 Collection Account which constitute Group II Collateral and which are available for distribution on such date.

“ Series 2000-1 Interest Period ” means a period from and including a Determination Date to but excluding the next succeeding Determination Date; provided , however , that the initial Series 2000-1 Interest Period shall be from the Series 2000-1 Closing Date to the initial Determination Date.

“ Series 2000-1 Invested Amount ” means, on any date of determination, an amount equal to (a) the Series 2000-1 Initial Invested Amount, minus (b) the amount of principal payments made to Series 2000-1 Noteholders and Decreases allocated to the Series 2000-1 Noteholders on or prior to such date, minus (c) all Losses and Lease Payment Losses allocated to the Series

2000-1 Noteholders by allocation to the Invested Amount on or prior to such date, plus (d) all Recoveries and Lease Payment Recoveries allocated to the Series 2000-1 Noteholders by allocation to the Invested Amount on or prior to such date, plus (e) all Increases allocated to the Series 2000-1 Noteholders on or prior to such date.

“ Series 2000-1 Invested Percentage ” means, on any date of determination:

(i) when used with respect to Principal Collections during the Series 2000-1 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 2000-1 Invested Amount and (y) the Series 2000-1 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 2000-1 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 2000-1 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 II 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 II Series of Notes that provide for credit enhancement in the form of overcollateralization); and

(ii) when used with respect to Principal Collections during the Series 2000-1 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 2000-1 Invested Amount and (y) the Series 2000-1 Available Subordinated Amount, in each case as of the end of the related Series 2000-1 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 II 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 II Series of Notes that provide for credit enhancement in the form of overcollateralization).

“ Series 2000-1 Investor Monthly Servicing Fee ” means the Series 2000-1 Invested Percentage of the Group II Monthly Servicing Fee.

“ Series 2000-1 Lease Payment Losses ” means, as of any Determination Date and the Related Payment Date, an amount equal to the Series 2000-1 Invested Percentage of Lease Payment Losses as of such date.

“ Series 2000-1 Lease Payment Recoveries ” means, for any Determination Date, the Series 2000-1 Invested Percentage of all Lease Payment Recoveries received during the Related Month.

“ Series 2000-1 Letter of Credit ” means the irrevocable letter of credit, dated as of December 15, 2000, issued by the Series 2000-1 Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2000-1 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 2000-1 Letter of Credit Amount ” means, as of any date of determination, the amount (a) available to be drawn on such date under the Series 2000-1 Letter of Credit, as specified therein or (b) if the Series 2000-1 Cash Collateral Account has been established and funded pursuant to Section 4.17 , the amount on deposit in the Series 2000-1 Cash Collateral Account on such date.

“ Series 2000-1 Letter of Credit Expiration Date ” means the date the Series 2000-1 Letter of Credit expires as specified in the Series 2000-1 Letter of Credit, as such date may be extended in accordance with the terms of the Series 2000-1 Letter of Credit.

“ Series 2000-1 Letter of Credit Provider ” means Credit Suisse (formerly known as Credit Suisse First Boston), a Swiss banking corporation, or such other Person providing the Series 2000-1 Letter of Credit in accordance with the terms of this Supplement and the Master Lease.

“ Series 2000-1 Maximum Invested Amount ” has the meaning specified in Section 4A.1 of this Supplement.

“ Series 2000-1 Monthly Interest Shortfall ” means, as of any Payment Date, the excess, if any, of the Series 2000-1 Interest Amount over the amount withdrawn from the Series 2000-1 Accrued Interest Account and deposited in the Series 2000-1 Distribution Account on such Payment Date pursuant to Section 4.7(a) of this Supplement.

“ Series 2000-1 Monthly Servicing Fee ” means the Series 2000-1 Invested Percentage of the Group II Monthly Servicing Fee.

“ Series 2000-1 Monthly Supplemental Servicing Fee ” means the Series 2000-1 Invested Percentage of the Group II Supplemental Servicing Fee.

“ Series 2000-1 Non-Program Enhancement Percentage ” means, with respect to any date of determination, the greatest of (a) an amount equal to (i) 100% minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus (y) 20%, and (b) 20%.

“ Series 2000-1 Noteholders ” means, collectively, the holders of the Series 2000-1 Notes.

“ Series 2000-1 Note Purchase Agreement ” means the Note Purchase Agreement, dated as of December 15, 2000, among RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Administrative Agent, pursuant to which the Purchasers agree to purchase the Series 2000-1 Notes from RCFC, subject to the terms and conditions set forth therein, or any successor agreement to such effect among RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Administrative Agent, in any case as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Series 2000-1 Note Rate ” means, for a Series 2000-1 Interest Period and for each Series 2000-1 Note, the rate, expressed as a percentage, resulting from (a) the aggregate of the Daily Interest Amounts with respect to such Series 2000-1 Note for each day in such Series 2000-1 Interest Period, divided by (b) the portion of the Series 2000-1 Invested Amount represented by the weighted average principal amount of such Series 2000-1 Notes during such Series 2000-1 Interest Period.

“ Series 2000-1 Notes ” has the meaning specified in the first paragraph of Article 1 of this Supplement and means any one of the Rental Car Asset Backed Variable Funding Notes executed by RCFC and authenticated and delivered by or on behalf of the Trustee, substantially in the form of Exhibit A .

“ Series 2000-1 Principal Allocation ” has the meaning specified in Section 4.7(a)(i)(2) of this Supplement.

“ Series 2000-1 Program Enhancement Percentage ” means, with respect to any date of determination, 13%.

“ Series 2000-1 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 2000-1 Notes and ending upon the earlier to occur of (i) the date on which the Series 2000-1 Notes are paid in full and (ii) the termination of the Indenture in accordance with its terms.

“ Series 2000-1 Required Noteholders ” means Series 2000-1 Noteholders holding at least 66-2/3% of the Aggregate Invested Amount of all Outstanding Series 2000-1 Notes (excluding, for the purposes of making the foregoing calculation, any Notes held by DTAG or any Affiliate of DTAG).

“ Series 2000-1 Revolving Period ” means, with respect to any class of the Series 2000-1 Notes, the period from and including the Series 2000-1 Closing Date to the earlier of (i) the Series 2000-1 Termination Date and (ii) the commencement (if any) of the Series 2000-1 Rapid Amortization Period.

“ Series 2000-1 Termination Date ” means the Expiration Date (as such term is defined in the Series 2000-1 Note Purchase Agreement), as such date may be extended from time to time in accordance with the Series 2000-1 Note Purchase Agreement.

“ Series 2000-1 Tranche Period ” means a CP Tranche Period, a Eurodollar Tranche Period or a Base Tranche Period, as applicable.

“ 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.

under the related Series Supplement and are allocable in accordance with the terms of such Series Supplement to make payments on other Group II Series of Notes.

“ SPC ” means RCFC, Dollar Thrifty Funding Corp., an Oklahoma corporation, TCL Funding Limited Partnership, a financing partnership organized under the laws of Canada, each successor entity thereto, and any other special purpose entity formed for the purpose of financing the acquisition of Vehicles.

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

“ 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.

“ Subsidiary Borrowers ” means collectively DTG Operations and Thrifty.

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

“ Substitute Group II Exchanged Vehicle Proceeds Amount ” means, at any time, funds, if any, set aside by RCFC in the Series 2000-1 Excess Funding Account in respect of Group II Exchanged Vehicles for use as Substitute Group II Exchanged Vehicle Proceeds.

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

“ 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 2000-1 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.

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

“ Vehicle Interest Expense ” is defined in clause (b) of the definition of “ Non-Vehicle Interest Expense ”.

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

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

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

“ Voluntary Decrease ” is defined in Section 4A.3(b) of this Supplement.

ARTICLE 3

GRANT OF RIGHTS UNDER THE MASTER LEASE

Section 3.1

Grant 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 Group II Series of Notes (the “ Group II Noteholders ”), and hereby grants to the Trustee, for the benefit of the Group II Noteholders, 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 foregoing being referred to as the “ Master Lease Collateral ”):

(ii)

the Demand Note;

(iii)

the Group II Assignment of Exchange Agreement;

(iv)

any Unused Exchange Proceeds; and

(b) To further secure the RCFC Obligations with respect to the Series 2000-1 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 Group II Noteholders (but not any other Series of Notes), and hereby grants to the Trustee for the benefit of the Group II Noteholders, 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 2000-1 Letter of Credit; and

(ii) (A) any Series 2000-1 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 2000-1 Cash Collateral Account or the funds on deposit therein from time to time; (D) all investments made at any time and from time to time with moneys in any such Series 2000-1 Cash Collateral Account; and (E) all proceeds of any and all of the foregoing, including, without limitation, cash.

(c) The Trustee, as trustee on behalf of the Group II Noteholders, 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 Group II Noteholders may be adequately and effectively protected. The Master Lease Collateral shall secure the Group II Series of Notes equally and ratably without prejudice, priority (except as otherwise stated in this Supplement) or distinction.

ARTICLE 4A

INITIAL ISSUANCE AND INCREASES AND DECREASES OF

SERIES 2000-1 INVESTED AMOUNT OF SERIES 2000-1 NOTES

Section 4A.1 Issuance in Definitive Form . Pursuant to Section 2.19 of the Base Indenture, upon request by the Note Purchasers, the Issuer hereby consents to the issuance of the Series 2000-1 Notes in the form of Definitive Notes. The Series 2000-1 Notes shall initially be sold to investors in reliance on an exemption from the registration requirements of the Securities Act, and shall be issued in the form of one or more Definitive Notes, in fully registered form without interest coupons, substantially in the form attached hereto as Exhibit A , with such legends as may be applicable thereto, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.4 of the Base Indenture, in an aggregate stated principal amount of up to $425,000,000, as such amount may be increased upon an Additional Ownership Group becoming party to the Series 2000-1 Note Purchase Agreement (the “ Series 2000-1 Maximum

Invested Amount ”). The aggregate principal amount of the Series 2000-1 Notes outstanding may not exceed such amount.

Section 4A.2

Procedure for Increasing the Series 2000-1 Invested Amount .

(a) Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 4A.2 (as evidenced by an Officer’s Certificate of the Master Servicer delivered to the Trustee), on the Series 2000-1 Closing Date, the Issuer may issue Series 2000-1 Notes in the maximum invested amount described in Section 4A.1 , the initial aggregate principal amounts of which will be equal to the Series 2000-1 Initial Invested Amount. Such Series 2000-1 Notes shall be issued to the Note Purchasers. On the Series 2000-1 Funding Date and thereafter on each Increase Date during the Series 2000-1 Revolving Period, and upon not less than three Business Days’ prior written notice by the Issuer to the Administrative Agent and the Trustee in the manner provided in the Series 2000-1 Note Purchase Agreement (such notice specifying the applicable Increase Date), the Issuer may increase the Series 2000-1 Invested Amount (each such increase referred to as an “ Increase ”) in the manner provided in the Series 2000-1 Notes in amounts that satisfy the following requirements: (i) the portion of the Increase represented by additional Series 2000-1 Invested Amount shall be such that the Enhancement Amount shall at least equal the Minimum Enhancement Amount after giving effect to such Increase in the Series 2000-1 Invested Amount and the application of the proceeds thereof to leasing Group II Vehicles; and (ii) no Asset Amount Deficiency will result from such Increase. Satisfaction of the above conditions shall be evidenced by the delivery of a certificate from the Master Servicer to such effect to the Trustee. Proceeds from any Increase shall be deposited into the Series 2000-1 Collection Account and allocated in accordance with Article 4 hereof. Upon each Increase, the Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such Increase. The Increase in the Series 2000-1 Invested Amount shall be allocated pro rata among the Outstanding Series 2000-1 Notes.

(b) The Series 2000-1 Invested Amount may be increased pursuant to subsection (a) above only upon satisfaction of each of the following conditions (as evidenced by an Officers’ Certificate delivered by the Issuer to the Trustee) with respect to each proposed Increase:

(i) The amount of such Increase shall be equal to or greater than $100,000;

(ii) After giving effect to such Increase, the Series 2000-1 Invested Amount shall not exceed the Series 2000-1 Maximum Invested Amount;

(iv) All conditions precedent (1) to the acquisition of additional Group II Vehicles under the Master Lease and (2) to the making of Advances (as defined in the Series 2000-1 Note Purchase Agreement) under the Series 2000-1 Note Purchase Agreement shall have, in each case, been satisfied; provided , that an Opinion of Counsel

to the effect that the Series 2000-1 Notes will be treated as indebtedness of the Issuer for Federal income tax purposes shall not be required;

(v) The Issuer or, with respect to Financed Vehicles, the applicable Lessee, as the case may be, shall have good and marketable title to each Group II Vehicle purchased thereby with the proceeds from the sale of and of Increases in the Series 2000-1 Notes, free and clear of all Liens and encumbrances, other than any Permitted Liens. Each Eligible Vehicle Disposition Program shall be in full force and effect, and shall be enforceable against the related Manufacturer in accordance with its terms;

(vi) Each Lessee shall have granted to the Master Collateral Agent, for the benefit of the Trustee, and RCFC shall have granted to the Master Collateral Agent, for the benefit of the Trustee, in each case on behalf of the Series 2000-1 Noteholders, a security interest in all Group II Vehicles now or hereafter purchased or financed by the Issuer with the proceeds from the sale of and Increases in the Series 2000-1 Notes or with any contributions of capital made by DTAG in favor of the Issuer;

(vii) the Issuer shall have granted to the Trustee a first priority security interest in its right, title and interest in and to the Master Lease and the Master Lease Collateral;

(viii) on or prior to the Series 2000-1 Closing Date, the Trustee shall have received executed counterparts of the Assignment Agreements related to the assignment of rights under each Eligible Vehicle Disposition Program, duly executed by the applicable Lessee and/or the Issuer, as assignor, and the Trustee, as assignee;

(ix) the Trustee shall have received a copy of each Eligible Vehicle Disposition Program under which Series 2000-1 Vehicles will be or have been purchased and are proposed to be included in the Aggregate Asset Amount and an Officer’s Certificate, dated the Series 2000-1 Closing Date, and duly executed by an Authorized Officer of the Issuer, certifying that each such copy is true, correct and complete as of the Series 2000-1 Closing Date;

(x) Notice of such Increase shall have been delivered to the Administrative Agent;

(xi) All representations and warranties set forth in Article 6 of the Base Indenture and in Section 23 of the Master Lease shall be true and correct; and

(xii) With respect to the initial Increase only, the Master Servicer shall have calculated the Series 2000-1 Available Subordinated Amount and the Enhancement Amount.

Section 4A.3

Decreases .

prior to such Payment Date and to all Decreases of the Series 2000-1 Invested Amount on such Payment Date, no such deficiency shall exist on such Payment Date (each reduction of the Series 2000-1 Invested Amount pursuant to this Section 4A.3(a) , a “ Mandatory Decrease ”). Upon such discovery, the Issuer shall deliver notice of any such Mandatory Decreases to the Trustee.

(b) Voluntary Decreases . Upon at least three (3) Business Days’ prior irrevocable notice to the Administrative Agent and the Trustee in writing the Issuer may voluntarily prepay all or a portion of the Series 2000-1 Invested Amount in accordance with the procedures set forth herein (each reduction of the Series 2000-1 Invested Amount pursuant to this Section 4A.3(b) , a “ Voluntary Decrease ”); provided , that all voluntary Decreases pursuant to this Section 4A.3(b) shall be allocated such that (1) the Enhancement Amount after giving effect to such Decrease is not less than the Minimum Enhancement Amount. Each such Decrease shall be, in the aggregate for all Series 2000-1 Notes, in a minimum principal amount of $1,000,000 and increments of $100,000 thereafter.

(c) Upon receipt by a Responsible Officer of the Trustee of written notice that a Decrease has been completed, the Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such Decrease. The amount of any Decrease shall not exceed the amount on deposit in the Series 2000-1 Collection Account and available for distribution to Series 2000-1 Noteholders in respect of principal on the Series 2000-1 Notes on the date specified in the related notice of Decrease referred to in clauses (a) and (b) above.

(d) Any Decrease referred to in clauses (a) and (b) above shall be applied pro rata among the Outstanding Series 2000-1 Notes.

ARTICLE 4

ALLOCATION AND APPLICATION OF COLLECTIONS

Any provisions of Article 4 of the Base Indenture and the Series 2000-1 Supplement which allocate and apply Collections shall continue to apply irrespective of the issuance of the Series 2000-1 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 2000-1 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:

(d) Sharing Collections . To the extent that Principal Collections that are allocated to the Series 2000-1 Notes on a Payment Date are not needed to make payments of principal to

Series 2000-1 Noteholders or required to be deposited in the Series 2000-1 Distribution Account on such Payment Date, such Principal Collections may, at the written direction of the Master Servicer, be applied to cover principal payments due to or for the benefit of Noteholders of other Group II Series of Notes. Any such reallocation will not result in a reduction of the Aggregate Principal Balance or in the Invested Amount of the Series 2000-1 Notes.

(e) Unallocated Principal Collections . If, after giving effect to Section 4.2(d) , Principal Collections allocated to the Series 2000-1 Notes on any Payment Date are in excess of the amount required to pay amounts due in respect of the Series 2000-1 Notes on such Payment Date in full, then any such excess Principal Collections shall be allocated to the Retained Distribution Account ( provided that no Series 2000-1 Enhancement Deficiency or Asset Amount Deficiency exists or would result from such allocation).

Section 4.6 Establishment of Group II Collection Account, Series 2000-1 Collection Account, Series 2000-1 Excess Funding Account, and Series 2000-1 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 II Series of Notes (such sub-account, the “ Group II Collection Account ”). In addition, the Trustee will create two administrative sub-accounts within the Collection Account. One such sub-account will be established for the benefit of the Series 2000-1 Noteholders (such sub-account, the “ Series 2000-1 Collection Account ”). The second sub-account will be established for the benefit of the Series 2000-1 Noteholders (such sub-account, the “ Series 2000-1 Excess Funding Account ”). A portion of funds on deposit in the Series 2000-1 Excess Funding Account may, from time to time hereafter, be designated by RCFC as the Substitute Group II Exchanged Vehicle Proceeds Amount. This designated amount 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 2000-1 Excess Funding Account.

(b) The Trustee will further divide the Series 2000-1 Collection Account by creating an additional administrative sub-account for the Series 2000-1 Noteholders (such sub-account, the “ Series 2000-1 Accrued Interest Account ”).

(c) All Collections in respect of the Group II Collateral and allocable to the Group II Series of Notes shall be allocated to the Group II Collection Account. All Collections in the Group II Collection Account allocable to the Series 2000-1 Notes and the Series 2000-1 Available Subordinated Amount shall be allocated to the Series 2000-1 Collection Account or the Series 2000-1 Excess Funding Account as provided below.

Section 4.7. Allocations with Respect to the Series 2000-1 Notes . All allocations in this Section 4.7 will be made in accordance with written direction of the Master Servicer. The proceeds from the sale of the Series 2000-1 Notes (or the initial Increase, as applicable), together with any funds deposited with RCFC by DTAG in its capacity as the Retained Interestholder, will, on the Series 2000-1 Closing Date, be deposited by the Trustee into the Group II Collection Account and, concurrently with such initial deposit, allocated by the Trustee to the Series 2000-1 Excess Funding Account. On each Business Day on which Collections are deposited into the Group II Collection Account (each such date, a “ Series 2000-1 Deposit Date ”), the Master Servicer will direct the Trustee in writing to allocate all amounts deposited into the Group II Collection Account in accordance with the provisions of this Section 4.7 :

(a) Allocations During the Revolving Period . During the Series 2000-1 Revolving Period, the Master Servicer will direct the Trustee to allocate, on each Series 2000-1 Deposit Date, all amounts deposited into the Group II Collection Account in the priority set forth below:

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

(1) allocate to the Series 2000-1 Collection Account an amount equal to the Series 2000-1 Interest Collections received on such day. All such amounts allocated to the Series 2000-1 Collection Account shall be further allocated to the Series 2000-1 Accrued Interest Account; provided , however , that if with respect to any Related Month the aggregate of all such amounts allocated to the Series 2000-1 Accrued Interest Account during such Related Month exceeds the Series 2000-1 Interest Amount and any other fees and expenses of RCFC due and payable in respect of the Series 2000-1 Notes 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 2000-1 Excess Funding Account;

(2) to the extent a Mandatory Decrease is required under Section 4A.3(a) of this Supplement, allocate to the Series 2000-1 Distribution Account for the payment of the Series 2000-1 Invested Amount, an amount equal to the lesser of (i) the sum of (A) an amount equal to the Series 2000-1 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 2000-1 Principal Allocation ”), plus (B) any other funds on deposit in the Series 2000-1 Collection Account and the Series 2000-1 Excess Funding Account (excluding any Interest Collections but including proceeds from any Increase) and (ii) the amount, as stated in such Master Servicer’s direction, necessary for such Mandatory Decrease;

(3) allocate to the Series 2000-1 Distribution Account the amount, as stated in such Master Servicer’s direction, of any Voluntary Decreases in the Series 2000-1 Invested Amount to be made in accordance with Section 4A.3(b) of this Supplement;

(4) allocate to the Series 2000-1 Excess Funding Account an amount equal to the sum of (A) the Series 2000-1 Principal Allocation remaining after the allocation in clause (3) above, plus (B) the proceeds from any Increase remaining after the allocations in clause (2) above;

(ii)

with respect to all Recoveries:

(1) allocate an amount equal to the Series 2000-1 Invested Percentage (as of such day) of the aggregate amount of Recoveries on such day, first , to replenish the Series 2000-1 Invested Amount, to the extent that the Series 2000-1 Invested Amount has theretofore been reduced as a result of any Losses allocated thereto pursuant to clause (iii) below and not replenished pursuant to this clause (ii) ; second , to replenish the Series 2000-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.15(b) in respect of unpaid Demand Note draws, which withdrawals have not been paid under such Demand Note and not replenished pursuant to this clause (ii) ; and third , to replenish the Series 2000-1 Available Subordinated Amount to the extent that the Series 2000-1 Available Subordinated Amount has theretofore been reduced as a result of any Losses allocated thereto pursuant to clause (iii) below and not replenished pursuant to this clause (ii) ; and

(iii)

with respect to all Losses:

(1) allocate an amount equal to the Series 2000-1 Invested Percentage (as of such day) of the aggregate amount of Losses on such day, first , to reduce the Series 2000-1 Available Subordinated Amount until the Series 2000-1 Available Subordinated Amount has been reduced to zero; second , allocate remaining Losses to making a claim under the Demand Note until such claim would reduce the Demand Note to zero; and third , allocate remaining Losses to reduce the Series 2000-1 Invested Amount until the Series 2000-1 Invested Amount has been reduced to zero; and

(iv)

with respect to all Lease Payment Recoveries:

(1) allocate an amount equal to the Series 2000-1 Invested Percentage (as of such day) of the aggregate amount of Lease Payment Recoveries on such day, first , to replenish the Series 2000-1 Invested Amount to the extent that the Series 2000-1 Invested Amount has theretofore been reduced as a result of any Lease Payment Losses allocated thereto pursuant to clause (v) below and not replenished pursuant to this clause (iv) ; second , to replenish the Series 2000-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) as a result of any Lease Payment Losses allocated to the Series 2000-1 Letter of Credit pursuant to clause (v) below and that have not been replenished pursuant to this clause (iv) ; and third , to replenish the Series 2000-1 Available Subordinated Amount to the extent that the Series 2000-1 Available Subordinated Amount has theretofore been reduced as a result of any Lease Payment Losses allocated thereto pursuant to clause (v) below and not replenished pursuant to this clause (iv) ; and

(v)

with respect to all Lease Payment Losses:

(1) allocate an amount equal to the Series 2000-1 Invested Percentage (as of such day) of the aggregate amount of Lease Payment Losses on such day, first , to reduce the Series 2000-1 Available Subordinated Amount until the Series 2000-1 Available Subordinated Amount has been reduced to zero; second , allocate remaining Lease Payment Losses to making a drawing under the Series 2000-1 Letter of Credit until such drawing would reduce the Series 2000-1 Letter of Credit Amount to zero; and third , allocate remaining Lease Payment Losses to reduce the Invested Amount until the Series 2000-1 Invested Amount has been reduced to zero; and

(b) Allocations During the Series 2000-1 Rapid Amortization Period . During the Series 2000-1 Rapid Amortization Period, the Master Servicer will direct the Trustee to allocate, on each Series 2000-1 Deposit Date, all amounts deposited into the Group II Collection Account in the priority set forth below:

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

(1) allocate to the Series 2000-1 Collection Account an amount determined as set forth in Section 4.7(a)(i)(1) above for such day, plus an amount 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 2000-1 Monthly Servicing Fee and Series 2000-1 Monthly Supplemental Servicing Fee, which amount shall be deposited in the Series 2000-1 Accrued Interest Account and, as and to the extent provided in Section 4.7(a)(i)(1) above, allocated to the Series 2000-1 Excess Funding Account;

(2) allocate to the Series 2000-1 Collection Account an amount equal to the Series 2000-1 Principal Allocation for such day, which amounts shall be used to make principal payments on a pro rata basis in respect of the Series 2000-1 Notes; and

(3) allocate to the Retained Distribution Account an amount determined as set forth in Section 4.7(a)(i)(5) above for such day;

(ii)

with respect to all Recoveries:

(1) increase the Series 2000-1 Invested Amount, replenish the Series 2000-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.15(b) in respect of unpaid Demand Note draws, which withdrawals have not been replenished under this clause (ii) , increase the Series 2000-1 Available Subordinated Amount, and pay any remaining Recoveries to the Group II Collection Account for payment of principal to the Series 2000-1 Noteholders on the next succeeding Payment Date as required pursuant to Section 4.10 ; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(ii)(2) above for such day;

(iii)

with respect to all Losses:

(1) decrease the Series 2000-1 Available Subordinated Amount, make a claim under the Demand Note and decrease the Series 2000-1 Invested Amount as and to the extent provided in Section 4.7(a)(iii)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iii)(2) above for such day, which amount shall reduce the Retained Interest Amount.

(iv)

with respect to all Lease Payment Recoveries:

(1) increase the Series 2000-1 Invested Amount, replenish the Series 2000-1 Cash Collateral Account to the extent withdrawals have theretofore been made pursuant to Section 4.14(b) as a result of any Lease Payment Losses allocated to the Series 2000-1 Letter of Credit pursuant to clause (v) below that have not been replenished pursuant to this clause (iv) ; and increase the Series 2000-1 Available Subordinated Amount as and to the extent provided in Section 4.7(a)(iv)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(iv)(2) above for such day;

(v)

with respect to all Lease Payment Losses:

(1) decrease the Series 2000-1 Available Subordinated Amount, make a claim under the Series 2000-1 Letter of Credit and decrease the Series 2000-1 Invested Amount as and to the extent provided in Section 4.7(a)(v)(1) above for such day; and

(2) allocate to the Retained Interest Amount an amount determined as set forth in Section 4.7(a)(v)(2) above for such day, which amount shall reduce the Retained Interest Amount.

(i) provided the Series 2000-1 Rapid Amortization Period has not commenced, amounts allocated to the Series 2000-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any, and that are not allocated to making payments under the Series 2000-1 Notes pursuant hereto may, as and to the extent permitted in the related Supplements, be used to pay the principal amount of other Group II Series of Notes that are then in amortization and, after such payment, any remaining funds 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 2000-1 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 II Series of Notes that are in amortization and to the financing, refinancing or acquisition of Group II 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 RCFC, 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 II Collection Account, or for distribution to the Retained Interestholder (including any advances made under the Demand Note or otherwise);

(iii) any amounts withheld by the Master Servicer and not deposited in the Group II Collection Account pursuant to Section 4.2(c) shall be deemed to be deposited in the Group II 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 Series of Group II Series of Notes outstanding, then Sections 4.7(a)(i)(5) and 4.7(b)(i)(3) 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; and

(v) RCFC may, from time to time in its sole discretion, increase the Series 2000-1 Available Subordinated Amount by (a) (i) allocating to the Series 2000-1 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 2000-1 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 2000-1 Available Subordinated Amount; provided , however , that RCFC shall have no obligation to so increase the Series 2000-1 Available Subordinated Amount at any time;

(vi) If, on any Payment Date during the Series 2000-1 Revolving Period, a Mandatory Decrease shall be required under Section 4A.3(a) of this Supplement and the amounts allocated to the Series 2000-1 Invested Amount under Section 4.7(a)(i)(2) are less than the amount of such required Decrease, then, in such event, any funds (i) on deposit in the Group II Collection Account which are allocable to the Retained Interest Amount or (ii) on deposit in the excess funding accounts for other Group II Series of Notes issued and outstanding under the Indenture which amounts are in excess of the amounts necessary to be on deposit in each such excess funding account in order that (x) no Asset Amount Deficiency occur, (y) no shortfall in the required level of enhancement for each such Group II Series of Notes shall occur, including any portion of such enhancement that is required to be in liquid

funds, and (z) no Amortization Event for any such series or event that with the giving of notice or passage of time would become an Amortization Event for any such Group II Series of Notes (such amounts as are set forth in clauses (i) and (ii) of this subparagraph (vi) being referred to herein as “ Excess Amounts ”) shall, in each such case, be deposited into the Series 2000-1 Distribution Account as Principal Collections in an aggregate amount up to the amount of any such deficiency and shall be used, in accordance with Section 4.7(a) , to reduce the Series 2000-1 Invested Amount; and

(vii) If, on any Payment Date during the Series 2000-1 Rapid Amortization Period, the amount allocated under Section 4.7(b)(i)(2) is insufficient to reduce the Series 2000-1 Invested Amount to zero, then, in such event, any funds constituting Excess Amounts shall, in each such case, be deposited into the Series 2000-1 Distribution Account as Principal Collections in an aggregate amount up to the amount of any such deficiency and shall be used, in accordance with Section 4.10(a)(ii) to reduce the Series 2000-1 Invested Amount.

(d) Allocation of Proceeds Upon Payment in Full of Group II Obligations . After the payment in full of the Invested Amount of all Group II Series of Notes that have been issued by RCFC, all amounts due under the Indenture and the Related Documents with respect to such Group II Series of Notes and all amounts due by RCFC under any other agreements it may have with the Credit Enhancement Providers, if any, with respect to any Group II Series of Notes, all Collections and all proceeds received by RCFC, the Trustee or the Master Collateral Agent in respect of the Group II 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 4.8

Monthly Payments .

All of the payments in this Section 4.8 will be made in accordance with written direction of the Master Servicer. On each Reporting Date, as provided below, the Master Servicer shall 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 II Collection Account pursuant to Sections 4.8(a) through (c) below in respect of all funds available from Series 2000-1 Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2000-1 Notes.

(a) Note Interest with respect to the Series 2000-1 Notes . On each Reporting Date, the Master Servicer shall instruct the Trustee to withdraw on the next succeeding Payment Date from the Series 2000-1 Accrued Interest Account, after taking into account any funds available therein from the Series 2000-1 Excess Funding Account in excess of the Substitute Group II Exchanged

Vehicle Proceeds Amount, if any, and deposit in the Series 2000-1 Distribution Account the amount on deposit therein available for the payment of the Series 2000-1 Interest Amount. On such Reporting Date, the Master Servicer shall further instruct the Trustee in writing to withdraw on the next succeeding Payment Date from the Series 2000-1 Excess Funding Account the lesser of (i) the amount on deposit in the Series 2000-1 Excess Funding Account and (ii) the excess, if any, of the Series 2000-1 Interest Amount over the amount withdrawn from the Series 2000-1 Accrued Interest Account pursuant to the preceding sentence and deposit such amount to the Series 2000-1 Distribution Account.

(b) Legal Fees . On each Payment Date during the Rapid Amortization Period, the Master Servicer shall, prior to making all distributions required to be made pursuant to Section 4.8(a) of this Supplement, instruct the Trustee to withdraw from the Series 2000-1 Accrued Interest Account, for payment to the Issuer, 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 the Issuer. On such Payment Date, the Trustee shall withdraw such amount from the Series 2000-1 Accrued Interest Account and remit such amount to the Issuer.

(c) Servicing Fee . On each Payment Date, the Master Servicer 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 2000-1 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 each of the Trustee and the Paying Agent to withdraw from the Series 2000-1 Accrued Interest Account, for payment to the Master Servicer, an amount equal to (a) the Series 2000-1 Investor Monthly Servicing Fee and any Series 2000-1 Monthly Supplemental Servicing Fee accrued during the preceding Series 2000-1 Interest Period, plus (b) all accrued and unpaid Series 2000-1 Investor Monthly Servicing Fees and any accrued and unpaid Series 2000-1 Monthly Supplemental Servicing Fees, minus (c) the amount of any Series 2000-1 Investor Monthly Servicing Fees and Series 2000-1 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 2000-1 Accrued Interest Account and remit such amount to the Master Servicer.

Section 4.9

Payment of Note Interest .

All payments made pursuant to this Section 4.9 will be made in accordance with the written instructions of the Master Servicer. On each Payment Date, (i) to the extent any Series 2000-1 Monthly Interest Shortfall exists after the deposits required pursuant to Section 4.8(a) of this Supplement has been made, the Master Servicer shall instruct the

Paying Agent to withdraw from funds on deposit in the Series 2000-1 Excess Funding Account, an amount equal to the lesser of (A) the amount on deposit in the Series 2000-1 Excess Funding Account on such Payment Date in an amount not to exceed the Series 2000-1 Available Subordinated Amount at such time, and (B) the remaining amount of the Series 2000-1 Monthly Interest Shortfall, and deposit such amount in the Series 2000-1 Distribution Account to pay the Series 2000-1 Interest Amount to each of the Series 2000-1 Noteholders and (ii) to the extent any such Series 2000-1 Monthly Interest Shortfall remains after the deposits required pursuant to clause (i) of this Section 4.9 has been made, if amounts have been drawn on the Series 2000-1 Letter of Credit and deposited into the Series 2000-1 Collection Account pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct the Paying Agent to withdraw from the Series 2000-1 Collection Account on such Payment Date the lesser of (A) the amount on deposit in the Series 2000-1 Collection Account representing such amount drawn on the Series 2000-1 Letter of Credit and (B) the amount on deposit in the Series 2000-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any on such Payment Date, and (C) the amount of the remaining Series 2000-1 Monthly Interest Shortfall and deposit such amount in the Series 2000-1 Distribution Account to pay the Series 2000-1 Interest Amount. On each Payment Date the Paying Agent shall, in accordance with the Master Servicer’s most recent Monthly Certificate, pay to each of the Series 2000-1 Noteholders from the Series 2000-1 Distribution Account the portion of the Series 2000-1 Interest Amount deposited in the Series 2000-1 Distribution Account for the payment of the Series 2000-1 Interest Amount pursuant to Section 4.8(a) of this Supplement and clauses (i) and (ii) of this Section 4.9 .

Section 4.10

Payment of Note Principal; Decreases .

All payments made pursuant to this Section 4.10 will be made in accordance with the written instructions of the Master Servicer.

(a)

Series 2000-1 Notes .

(i) Commencing on the first Determination Date after the commencement of the Series 2000-1 Rapid Amortization Period, the Master Servicer shall instruct the Trustee or the Paying Agent as to the amount allocated to the Series 2000-1 Notes during the Related Month pursuant to Section 4.7(b)(i)(2) ; and

(ii) Commencing on the first Payment Date after the commencement of the Series 2000-1 Rapid Amortization Period, the Trustee shall (1) withdraw from the Series 2000-1 Collection Account the amount allocated thereto pursuant to Section 4.7(b)(i)(2) of this Supplement, (2) to the extent any portion of the Series 2000-1 Invested Amount still remains unpaid after application of the amounts specified in clause (1) above, the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the related Excess Funding Accounts of any additional Group II 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) in excess of an amount not to exceed the related Available Subordinated Amounts at such time and (y) the unpaid portion of the Series 2000-1 Invested Amount and deposit such amounts in the Series 2000-1 Distribution Account to be paid, pro rata, to the Series 2000-1 Noteholders, provided that any such amounts withdrawn from the Excess Funding Accounts for the other Group II Series of Notes shall be applied on a pro rata basis with respect to each Group II Series of Notes with respect to which a deficiency exists, (3) to the extent any portion of the Series 2000-1 Invested Amount remains unpaid after application of the amount specified in clauses (1) and (2) , the Master Servicer shall instruct the Trustee to withdraw, from funds on deposit in the Series 2000-1 Excess Funding Account, an amount equal to the lesser of (v) the amount on deposit in the Series 2000-1 Excess Funding Account in excess of the Substitute Group II Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after application of any amounts pursuant to Section 4.9 of this Supplement) in an amount not to exceed the Series 2000-1 Available Subordinated Amount at such time and (w) the unpaid portion of the Series 2000-1 Invested Amount and deposit such amount in the Series 2000-1 Distribution Account to be paid, pro rata, to the Series 2000-1 Noteholders, and (4) to the extent any portion of the Series 2000-1 Invested Amount still remains unpaid after application of the amounts specified in clauses (1) through (3) above, if amounts have been drawn on the Series 2000-1 Letter of Credit and deposited into the Series 2000-1 Collection Account pursuant to Section 4.14 of this Supplement or amounts have been claimed under the Demand Note or drawn under the Series 2000-1 Letter of Credit in respect thereof and deposited into the Series 2000-1 Collection Account pursuant to Section 4.13 of this Supplement, the Master Servicer shall instruct the Trustee to withdraw from the Series 2000-1 Collection Account on such Payment Date the lesser of (x) the amount on deposit in the Series 2000-1 Collection Account representing such draw on the Series 2000-1 Letter of Credit or payment under the Demand Note (after application of any portion thereof pursuant to Section 4.9 of this Supplement) and (y) the excess of the Series 2000-1 Invested Amount over the amounts described in clauses (1) through (3) above and deposit such amounts in the Series 2000-1 Distribution Account to be paid, pro rata, to the Series 2000-1 Noteholders; provided , however , that on the final Payment Date for the Series 2000-1 Notes, the Trustee shall withdraw from the Series 2000-1 Collection Account, as provided above, an aggregate amount which is no greater than the Series 2000-1 Invested Amount as of such date. The Series 2000-1 Invested Amount shall be due and payable on the Series 2000-1 Termination Date.

(iii) On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 4.10(a)(ii) 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 2000-1 Noteholders, pro rata, the amount deposited in the Series 2000-1 Distribution Account for the payment of principal pursuant to Section 4.10(a)(ii) of this Supplement.

(b) Decreases . On the Business Day occurring on the date a withdrawal is made pursuant to Section 4.7(a)(i)(2) , the Paying Agent shall pay to the Series 2000-1 Noteholders the amount deposited in the Series 2000-1 Distribution Account for the payment of principal pursuant to Section 4.7(a)(i)(2) .

Section 4.12

Series 2000-1 Distribution Account .

(a) Establishment of Series 2000-1 Distribution Account . The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2000-1 Noteholders, or cause to be established and maintained, an account (the “ Series 2000-1 Distribution Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-1 Noteholders. The Series 2000-1 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 2000-1 Distribution Account. If the Series 2000-1 Distribution Account is not maintained in accordance with the previous sentence, the Master Servicer shall establish a new Series 2000-1 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 2000-1 Distribution Account into the new Series 2000-1 Distribution Account. Initially, the Series 2000-1 Distribution Account will be established with the Trustee.

(b) Administration of the Series 2000-1 Distribution Account . The Master Servicer shall instruct the institution maintaining the Series 2000-1 Distribution Account in writing to invest funds on deposit in the Series 2000-1 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 2000-1 Distribution Account is held with the Trustee, in which case such investment may mature on such Payment Date

provided that such funds shall be available for withdrawal on or prior to such Payment Date. The Trustee shall hold, for the benefit of the Series 2000-1 Noteholders, 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 2000-1 Distribution Account . Subject to the restrictions set forth above, the Master Servicer shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Series 2000-1 Distribution Account. All interest and earnings (net of losses and investment expenses) on funds on deposit in the Series 2000-1 Distribution Account shall be deemed to be on deposit and available for distribution.

(d) Series 2000-1 Distribution Account Constitutes Additional Collateral for Series 2000-1 Notes . In order to secure and provide for the payment of the RCFC Obligations with respect to the Series 2000-1 Notes (but not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2000-1 Noteholders, 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 2000-1 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 2000-1 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 2000-1 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 2000-1 Distribution Account Collateral ”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2000-1 Distribution Account and in all proceeds thereof. The Series 2000-1 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 2000-1 Noteholders.

Section 4.14

Lease Payment Deficit Draws on Series 2000-1 Letter of Credit .

(a) At or before 10:00 a.m. (New York City time) on each Payment Date, the Master Servicer shall notify the Trustee pursuant to the Master Lease of the amount of the Series 2000-1 Lease Payment Losses, such notification to be in the form of Exhibit D to this Supplement.

(b) So long as the Series 2000-1 Letter of Credit shall not have been terminated, on any Payment Date that there are Series 2000-1 Lease Payment Losses, the Trustee shall, by 1:00 p.m. (New York City time) on the same Payment Date, draw on the Series 2000-1 Letter of Credit by presenting a draft in an amount equal to the lesser of (i) the Series 2000-1 Lease Payment Losses allocated to making a drawing under the Series 2000-1 Letter of Credit pursuant to Sections 4.7(a)(v)(1) or (b)(v)(1) of this Supplement, and (ii) the amount available to be drawn on the Series 2000-1 Letter of Credit on such Payment Date accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be deposited as soon as practicable in the Series 2000-1 Collection Account for further allocation to the Series 2000-1 Distribution Account in accordance with the instructions of the Master Servicer and pursuant to the terms of this Supplement.

Section 4.15

Claim Under the Demand Note .

(a) On each Determination Date, the Master Servicer shall 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)(iii)(1) and (b)(iii)(1) , 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 2000-1 Collection Account in the specified amount.

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, then so long as the Series 2000-1 Letter of Credit shall not have been terminated, the Trustee shall, by 1:00 p.m. (New York City time) on the same Business Day, draw on the Series 2000-1 Letter of Credit by presenting a draft in an amount equal to (i) that portion of the amount demanded under the Demand Note as specified in (a) above that has not been deposited into the Series 2000-1 Collection Account as of 10:00 a.m. (New York City time) on such Payment Date, in the case of clause (x) above or (ii) the amount of the stayed demand for payment in the case of clause (y) above, in each case, accompanied by a Certificate of Credit Demand. The proceeds of such draw shall be deposited in the Series 2000-1 Collection Account for application pursuant to Section 4.10(a)(ii) of this Supplement.

(c) Demand Note Constitutes Additional Collateral for Series 2000-1 Notes . In order to secure and provide for the payment of the RCFC Obligations with respect to the Series 2000-1 Notes (but not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2000-1 Noteholders, all of RCFC’s right, title and interest in and to the Demand Note and all proceeds thereof. The Trustee shall possess all right, title and interest in the Demand Note, all rights to make claims thereunder and all payments thereon and all proceeds thereof.

Section 4.16

Series 2000-1 Letter of Credit Termination Demand .

(a) If prior to the date which is 30 days prior to the then scheduled Series 2000-1 Letter of Credit Expiration Date,

(i) the Series 2000-1 Letter of Credit shall not have been extended or there shall not have been appointed a successor institution to act as Series 2000-1 Letter of Credit Provider, and

(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 2000-1 Cash Collateral Account with cash in the amount of the Series 2000-1 Letter of Credit Amount, (B) other cash collateral accounts, overcollateralization or subordinated securities or (C) with the consent of the Required Group II 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 (B) and (C) shall be approved by the Series 2000-1 Required Noteholders; and

(2) 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 ratings with respect to such substitute credit enhancement, if applicable, are less than “A-1” or the equivalent from Standard & Poor’s and “P-1” or the equivalent from Moody’s, be approved by the Required Group II Noteholders;

then the Master Servicer shall notify the Trustee in writing pursuant to the Master Lease no later than one Business Day prior to the Series 2000-1 Letter of Credit Expiration Date of (i) the principal balance of all Outstanding Series 2000-1 Notes on such date, and (ii) the amount available to be drawn on the Series 2000-1 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 2000-1 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 2000-1 Cash Collateral Account ”).

(b) The Master Servicer shall notify the Trustee in writing pursuant to the Master Lease within one Business Day of the Master Servicer’s becoming aware that the short-term debt credit rating of the Series 2000-1 Letter of Credit Provider has fallen below “A-1” in the case of Standard & Poor’s and “P-1” in the case of Moody’s. At such time the Master Servicer shall also notify the Trustee of (i) the principal balance of all Outstanding Series 2000-1 Notes on such date, and (ii) the Series 2000-1 Letter of Credit Amount on such date. Upon the 60th 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 2000-1 Letter of Credit and provided by an entity with short-term debt ratings of at least “A-1” in the case of Standard & Poor’s and “P-1” in the case of Moody’s, 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 on the Series 2000-1 Letter of Credit in an amount equal to the lesser of the principal balance of all Outstanding Series 2000-1 Notes on such Business Day and the amount available to be drawn on the Series 2000-1 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 2000-1 Cash Collateral Account.

Section 4.17

The Series 2000-1 Cash Collateral Account .

(a) Upon receipt of notice of a draw on the Series 2000-1 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 2000-1 Noteholders, or cause to be established and maintained, the Series 2000-1 Cash Collateral Account bearing a designation clearly indicating that the funds deposited therein are held for the Series 2000-1 Noteholders. The Series 2000-1 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 2000-1 Cash Collateral Account. If the Series 2000-1 Cash Collateral Account is not maintained in accordance with the prior sentence, then within 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 2000-1 Cash Collateral Account which complies with such sentence and shall instruct the Trustee in writing to transfer into the new Series 2000-1 Cash Collateral Account all cash and investments from the non-qualifying Series 2000-1 Cash Collateral Account. When established, the Series 2000-1 Cash Collateral Account is intended to function in all respects as the replacement for, and the equivalent of, the Series 2000-1 Letter of Credit. Accordingly, following its creation, each reference to a draw on the Series 2000-1 Letter of Credit shall refer to withdrawals from the Series 2000-1 Cash Collateral Account and references to similar terms shall mean and be a reference to actions taken with respect to the Series 2000-1 Cash Collateral Account that correspond to actions that otherwise would have been taken with respect to the Series 2000-1 Letter of Credit. Without limiting the generality of the foregoing, upon funding of the Series 2000-1 Cash Collateral Account, the Trustee shall, at all times when the Trustee is otherwise required to make a draw under the Series 2000-1 Letter of Credit pursuant to Section 4.14 or 4.16 of this Supplement, make a draw from the Series 2000-1 Cash Collateral Account in the amount and at such time as a draw would be made under the Series 2000-1 Letter of Credit pursuant to Section 4.14 or 4.16 of this Supplement. The Trustee shall provide written notice to DTAG of any draw from the Series 2000-1 Cash Collateral Account pursuant to Section 4.14 or 4.16 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 2000-1 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 2000-1 Noteholders, 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 2000-1 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 2000-1 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 2000-1 Cash Collateral Account; and (v) all

proceeds of any and all of the foregoing, 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 2000-1 Cash Collateral Account and in all proceeds thereof. The Series 2000-1 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2000-1 Noteholders and the Series 2000-1 Letter of Credit Provider, as their interests appear herein, which interest in the case of the Series 2000-1 Letter of Credit Provider shall be subject to the interests of the holders of Series 2000-1 Notes as provided herein.

(c) Funds on deposit in the Series 2000-1 Cash Collateral Account shall, at the written direction of the Master Servicer given pursuant to the Master Lease, be invested by the Trustee in Permitted Investments. Funds on deposit in the Series 2000-1 Cash Collateral Account on any Payment Date, after giving effect to any deposits to or withdrawals from the Series 2000-1 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 2000-1 Noteholders and the Series 2000-1 Letter of Credit Provider as their interests appear herein, which interest in the case of the Series 2000-1 Letter of Credit Provider shall be subject to the interests of the holders of the Series 2000-1 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 2000-1 Cash Collateral Account shall be paid to the Series 2000-1 Letter of Credit Provider to the extent of any unreimbursed draws on the Series 2000-1 Letter of Credit. Subject to the restrictions set forth above, the Master Servicer, or a Person designated in writing by the Master Servicer with written notification thereof to the Trustee, shall have the authority to instruct the Trustee in with respect to the investment of funds on deposit in the Series 2000-1 Cash Collateral Account. For purposes of determining the availability of funds or the balances in the Series 2000-1 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) Series 2000-1 Cash Collateral Account Surplus . In the event that the Series 2000-1 Cash Collateral Account Surplus on any Payment Date, after giving effect to all withdrawals from the Series 2000-1 Cash Collateral Account, is greater than zero, the Trustee, acting in accordance with the written instructions of the Master Servicer, shall withdraw from the Series 2000-1 Cash Collateral Account an amount equal to the Series 2000-1 Cash Collateral Amount Surplus and shall pay from such amount to the Series 2000-1 Letter of Credit

Provider an amount equal to the amount of unreimbursed draws under the Series 2000-1 Letter of Credit.

(e) Termination of Series 2000-1 Cash Collateral Account . 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 2000-1 Letter of Credit Expiration Date, the Trustee, acting in accordance with the written instructions of the Master Servicer, after the prior payment of all amounts owing to the Series 2000-1 Noteholders and payable from the Series 2000-1 Cash Collateral Account as provided herein, shall withdraw from the Series 2000-1 Cash Collateral Account all amounts on deposit therein and shall pay from such amounts to the Series 2000-1 Letter of Credit Provider an amount equal to the amount of unreimbursed draws on the Series 2000-1 Letter of Credit.

Section 4.18. Appointment of Trustee to Hold Letter of Credit . The Trustee agrees to hold the Series 2000-1 Letter of Credit and to make draws thereon pursuant to the terms of the Series 2000-1 Letter of Credit and this Supplement. The Trustee shall promptly follow the instructions of the Master Servicer or the Administrative Agent to make a claim under the Series 2000-1 Letter of Credit or withdrawal from the Series 2000-1 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 including, without limitation, its obligation to execute and deliver a Notice of Reduction of Series 2000-1 Letter of Credit Amount substantially in the form attached as Annex E to the Series 2000-1 Letter of Credit upon its receipt of a Request for Reduction of Series 2000-1 Letter of Credit Amount in substantially the form attached as Exhibit D to the Enhancement Letter of Credit Application and Agreement.

Section 4.19 Exchange of Vehicles . On any date on which RCFC determines to tender a Group II Vehicle to the Qualified Intermediary as a Group II Exchanged Vehicle, RCFC shall either:

(i) designate and direct the Trustee to transfer amounts in respect of the Substitute Group II Exchanged Vehicle Proceeds equal to the Net Book Value as of such date of the Group II Exchanged Vehicle to the Series 2000-1 Collection Account and treat such amounts as Disposition Proceeds of such Group II Exchanged Vehicle;

ARTICLE 5

AMORTIZATION EVENTS

Section 5.1 Series 2000-1 Amortization Events . In addition to the Amortization Events set forth in Section 8.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2000-1 Notes (without notice or other action on the part of the Trustee or any Series 2000-1 Noteholders):

(a) a Series 2000-1 Enhancement Deficiency shall occur and continue for at least five (5) Business Days after the Master Servicer obtains actual knowledge thereof; 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 2000-1 Letter of Credit Amount or RCFC shall have increased the Series 2000-1 Available Subordinated Amount by allocating to the Series 2000-1 Available Subordinated Amount, Eligible Vehicles theretofore allocated to the Retained Interest or by depositing funds into the Series 2000-1 Cash Collateral Account or the Series 2000-1 Excess Funding Account, in either case so that the Series 2000-1 Enhancement Deficiency no longer exists, and (ii) any increase in the Series 2000-1 Available Subordinated Amount pursuant to clause (i) of this Section 5.1(a) shall be in accordance with the terms of Section 4.7(c)(v) of this Supplement;

(b) the Series 2000-1 Letter of Credit shall not be in full force and effect and no substitute credit enhancement shall have been obtained pursuant to the Enhancement Letter of Credit Application and Agreement unless (i) the inclusion of the Series 2000-1 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 2000-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder;

(c) from and after the funding of the Series 2000-1 Cash Collateral Account pursuant to Section 4.16 or 4.17 of this Supplement, the Series 2000-1 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 2000-1 Letter of Credit Provider or the Series 2000-1 Letter of Credit Provider repudiates the Series 2000-1 Letter of Credit or refuses to honor a proper draw thereon in accordance with the terms thereof, unless (i) the inclusion of the Series 2000-1 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 2000-1 Cash Collateral Account shall theretofore have been funded to the full extent required hereunder and under the Enhancement Letter of Credit Application and Agreement;

(f) a Lease Event of Default shall have occurred and be continuing under the Master Lease, including, without limitation, the breach of any financial covenant contained in Section 24.14 of the Master Lease, whether or not such breach has been waived; or

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

In the case of the event described in clause (a) and (f) (with respect solely to the occurrence of Lease Events of Default described in Section 17.1.1(i) , 17.1.2 , and 17.1.5 of the Master Lease) above, an Amortization Event will be deemed to have occurred with respect to the Series 2000-1 Notes, after the grace period described therein, immediately without notice or other action on the part of the Trustee, the Administrative Agent or the Series 2000-1 Noteholders. In the case of any event described in clauses (b) , (c) , (d) , (e) , (f) (with respect to the occurrence of Lease Event of Defaults not described in the immediately preceding sentence) and (g) above, an Amortization Event will be deemed to have occurred with respect to the Series 2000-1 Notes only if, after any applicable grace period described in such clauses, either the Trustee, by written notice to the Issuer and the Administrative Agent, or the Administrative Agent, at the request of the Series 2000-1 Required Noteholders, by written notice to the Issuer, the Trustee and the Series 2000-1 Noteholders, declare that, as of the date of such notice, an Amortization Event has occurred.

Section 5.2 Waiver of Past Events . Subject to Section 11.2 of the Base Indenture, Series 2000-1 Noteholders holding 100% of the Series 2000-1 Invested Amount, by written notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event.

ARTICLE 6

COVENANTS

Section 6.1 Minimum Subordinated Amount . RCFC shall maintain the Series 2000-1 Available Subordinated Amount in an amount greater than or equal to the Minimum Subordinated Amount.

Section 6.2 Minimum Series 2000-1 Letter of Credit Amount . RCFC shall maintain the Series 2000-1 Letter of Credit Amount in an amount greater than or equal to the Minimum Series 2000-1 Letter of Credit Amount.

ARTICLE 7

FORM OF SERIES 2000-1 NOTES

Series 2000-1 Notes will be issued in fully registered form, substantially in the form set forth in Exhibit A to this Supplement, with such legends as may be applicable thereto as set forth in the Base Indenture, and will be sold initially to the Note Purchasers and shall be duly executed by the Issuer and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. The Series 2000-1 Notes are not permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed except in compliance with the terms of the Base Indenture. The Series 2000-1 Notes shall bear a face amount equal to the Series 2000-1 Maximum Invested Amount, and shall be initially issued in a principal amount equal to the Series 2000-1 Initial Invested Amount. The Trustee shall, or shall cause the Note Registrar to, record any Increases or Decreases with respect to the Series 2000-1 Invested Amount such that the principal amount of the Series 2000-1 Notes Outstanding accurately reflects all such Increases and Decreases.

ARTICLE 8

GENERAL

Section 8.2 Exhibits . The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A:

Form of Series 2000-1 Note

Exhibit B:

Reserved

Exhibit C:

Form of Demand Note

Exhibit D:

Form of Notice of Series 2000-1 Lease Payment Losses

Section 8.3 Ratification 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 8.5 Governing 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 8.6 Amendments.

(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 Group II 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 2000-1 Notes affected thereby (including for purposes of determining such aggregate outstanding principal amount, the Aggregate Principal Balance of the Series 2000-1 Notes). In addition, this Supplement may be amended or modified from time to time, without the consent of any Group II Noteholder but with the consent of RCFC, DTAG, the Trustee and the Managing Agents to amend the following definitions: “Maximum Manufacturer Percentage”, “Measurement Month”, “Measurement Month Average” and “Market Value Adjustment Percentage” and to make changes related to such amendments.

(b) RCFC agrees that it shall not agree to any amendment, modification or waiver of any provision of the Master Lease, the Master Collateral Agency Agreement, the Base Indenture or any other Related Documents (other than, with respect to the Series 2000-1 Letter of Credit, increases or decreases in the stated amount thereof) without the prior consent of the holders of at least 66-2/3% of the Series 2000-1 Invested Amount.

(c) Notwithstanding anything to the contrary in the Base Indenture, this Supplement may be amended to provide for and accommodate financing Group II Vehicles and other Collateral or Master Lease Collateral that may be the subject of a like-kind exchange program without the consent of any Person other than the Series 2000-1 Required Noteholders.

(d) Notwithstanding the foregoing, the consent of each Enhancement Provider with respect to the Series 2000-1 Notes is required in order to amend this Supplement and the Base Indenture.

Section 8.7 Financed Vehicles . RCFC shall not lease any Financed Vehicles under the Financing Lease without the prior written consent of the holders of the Group II Series of Notes and each Enhancement Provider with respect to each Group II Series of Notes and without consent of the Managing Agents with respect to the Group II Series of Notes.

[Remainder of Page Intentionally Blank]

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:____________________________

Name: Pamela S. Peck

Title: Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:____________________________

Name:________________________

Title:_________________________

By:____________________________

Name:________________________

Title:_________________________

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group II Vehicles

Eligible Manufacturer	Maximum Program Percentage*	Maximum Non-Program Percentage*
DaimlerChrysler	100%	50%
Ford	100%	50%
Toyota	100%	50%
General Motors	100%	50%
Honda	0%	50%
Nissan	0%	50%
Volkswagen	0%	50%
Mazda	0%	Up to 25% (4)
Subaru	0%	Up to 15% (1) (2) (4)
Suzuki	0%	Up to 15% (1) (2) (4)
Mitsubishi	0%	Up to 15% (1) (2) (4)
Isuzu	0%	Up to 15% (1) (2) (4)
Kia	0%	Up to 5% (2) (3) (4)
Hyundai	0%	Up to 8% (2) (3) (4)
BMW	0%	Up to 3% (2) (4) (5)
Jaguar	0%	Up to 3% (2) (4) (5)
Mercedes-Benz	0%	Up to 3% (2) (4) (5)

_____________________

(1)

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

(2)

(3)

The combined percentage of Group II Vehicles which are Non-Program Vehicles manufactured by Kia and Hyundai shall not exceed 10% of the Aggregate Asset Amount.

(4)

(5)

The combined percentage of Group II 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 Group II Collateral

EXHIBIT A

Form of Series 2000-1 Note

RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 2000-1

REGISTERED

No. R-1

SEE REVERSE FOR CERTAIN CONDITIONS

RENTAL CAR FINANCE CORP.

RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 2000-1

RENTAL CAR FINANCE CORP., an Oklahoma corporation (herein referred to as the “ Company ”), for value received, hereby promises to pay to _____________, (the “ Noteholder ”), or its registered assigns, the aggregate unpaid principal amount shown on the schedule attached hereto (and any continuation thereof), which amount shall be payable in the amounts and at the times set forth in the Indenture (as defined on the reverse side of this Note), provided , however , that the entire unpaid principal amount of this Note shall be due on the Series 2000-1 Termination Date (unless extended in writing by the parties to the Indenture and the Noteholder). The Company will pay interest on this Note at the Series 2000-1 Note Rate. Such interest shall be payable on each Payment Date or such other date as may be specified in the Supplement until the principal of this Note is paid or made available for payment, to the extent funds will be available from Collections processed from but not including the preceding Payment Date through each such Payment Date or such other date, as applicable, in respect of the sum of (i) the Daily Interest Amounts for each day in the related Series 2000-1 Interest Period, plus (ii) all previously accrued and unpaid Series 2000-1 Interest Amounts (together with interest on such unpaid amounts at the Series 2000-1 Note Rate), plus (iii) any Carrying Charges due to the Series 2000-1 Noteholders and unpaid as of such Payment Date. The principal amount of this Note shall be subject to Increases and Decreases on any Business Day during the Series 2000-1 Revolving Period, and accordingly, such principal amount is subject to prepayment at any time. Notwithstanding the foregoing, prior to the Series 2000-1 Termination Date and unless an Amortization Event shall have occurred, only interest payments on the outstanding Principal Amount of this Note are required to be made to the holder hereof. Beginning on the first Payment Date following the occurrence of an Amortization Event, subject to Decreases on any Business Day, the principal of this Note shall be paid in installments on each subsequent Payment Date to the extent of funds available for payment therefor pursuant to the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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York 10005, Attention: Corporate Trust and Agency Group. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

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IN WITNESS WHEREOF, the Company has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:_________________

RENTAL CAR FINANCE CORP.

By: _________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of a Series issued under the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

By:_________________________

Authorized Signature

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REVERSE OF SERIES 2000-1 NOTE

This Note is one of a duly authorized issue of Notes of the Company, designated as its Rental Car Asset Backed Variable Funding Notes, Series 2000-1 (herein called the “ Series 2000-1 Notes ”), all issued under (i) the Amended and Restated Base Indenture, dated as of February 14, 2007 (as the same may be further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “ Base Indenture ”), between the Company, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation (“ Deutsche Bank Trust Company ”), as trustee (in such capacity, the “ Trustee ”), and (ii) the Amended and Restated Series 2000-1 Supplement, dated as of February 14, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “ Series 2000-1 Supplement ”), between the Company, as issuer, and the Trustee. The Base Indenture and the Series 2000-1 Supplement are referred to herein collectively as the “ Indenture ”. The Series 2000-1 Notes are subject to all terms of the Indenture. All terms used in this Series 2000-1 Note that are defined in the Indenture, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, shall have the meanings assigned to them in or pursuant to the Indenture, as so amended, supplemented, restated or otherwise modified.

The 2000-1 Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture and the Series 2000-1 Supplement.

“ Payment Date ” means the 25th day of each calendar month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing February 25, 2001.

As described above, the entire unpaid principal amount of this Series 2000-1 Note shall be due and payable on the Series 2000-1 Termination Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Series 2000-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Series 2000-1 Notes shall be made pro rata to the Series 2000-1 Noteholders entitled thereto.

Payments of interest on this Series 2000-1 Note are due and payable on each Payment Date or such other date as may be specified in the Supplement, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any Decreases, to the extent not in full payment of this Series 2000-1 Note, shall be made by wire transfer to the Holder of record of this Series 2000-1 Note (or one or more predecessor Series 2000-1 Notes) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Series 2000-1 Note (or any one or more predecessor Series 2000-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Series 2000-1 Note and of any Series 2000-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Series 2000-1 Note on a Payment Date or on any Business Day, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and

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payable shall be payable only upon presentation and surrender of this Series 2000-1 Note at the Corporate Trust Office.

The Company shall pay interest on overdue installments of interest at the Series 2000-1 Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Series 2000-1 Note may be registered on the Note Register upon surrender of this Series 2000-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Registrar may reasonably require, and thereupon one or more new Series 2000-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Series 2000-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Series 2000-1 Noteholder, by acceptance of a Series 2000-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Trustee or the Company on the Series 2000-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Company in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Company in its individual capacity, any holder of a beneficial interest in the Company or the Trustee or of any successor or assign of the Trustee or the Company in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided , however , that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Series 2000-1 Note, subject to Section 12.16 of the Base Indenture.

Each Series 2000-1 Noteholder, by acceptance of a Series 2000-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Series 2000-1 Noteholder will not for a period of one year and one day following the payment in full of all Series 2000-1 Notes, institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Series 2000-1 Notes, the Indenture or the Related Documents.

Prior to the due presentment for registration of transfer of this Series 2000-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in

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whose name this Series 2000-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2000-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

It is the intent of the Company and each Series 2000-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2000-1 Notes will evidence indebtedness of the Company secured by the Collateral. Each Series 2000-1 Noteholder, by the acceptance of this Series 2000-1 Note, agrees to treat this Series 2000-1 Note for federal, state and local income and franchise tax purposes as indebtedness of the Company.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 2000-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 2000-1 Notes representing more than 50% in principal amount of the Outstanding Series 2000-1 Notes which are affected by such amendment or modification subject to certain exceptions set forth in the Indenture. The Indenture also contains provisions permitting the Holders of Series 2000-1 Notes representing specified percentages of the Outstanding Series 2000-1 Notes, on behalf of the Holders of all the Series 2000-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Series 2000-1 Note (or any one of more predecessor Series 2000-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2000-1 Note and of any Series 2000-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Series 2000-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2000-1 Notes issued thereunder.

The term “Company” as used in this Series 2000-1 Note includes any successor to the Company under the Indenture.

The Series 2000-1 Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Series 2000-1 Note and the Indenture shall be construed in accordance with the law of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Series 2000-1 Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Series 2000-1 Note at the times, place, and rate, and in the coin or currency herein prescribed, subject to any duty of the Company to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes.

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INCREASES AND DECREASES

Date	Unpaid Principal Amount	Increase	Decrease	Total	Series 2000-1 Note Rate	Interest Period (if applicable)	Notation Made By

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

_________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee)

the within Series 2000-1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints _____________, attorney, to transfer said Series 2000-1 Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:___________ ____________________________________________

Signature Guaranteed:

_________________________

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Series 2000-1 Note in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT B

[Reserved]

EXHIBIT C

Form of Demand Note

New York, New York

[Date]

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 _____________________ dollars ($__________) 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 2000-1 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, (the “ Base Indenture ”), as supplemented by the Amended and Restated Series 2000-1 Supplement dated as of February 14, 2007 (the “ Series 2000-1 Supplement ” and together with the Base Indenture, the “ Indenture ”) for the determination of LIBOR thereunder, plus 1.5% (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 . The 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 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.

4. Demand Note Advances . RCFC agrees to make advances (“ Demand Note Advances ”) upon request from DTAG, as borrower, out of and not to exceed in any Related Month the amount of Recoveries not so allocated pursuant to Section 4.7(a)(ii)(1) of the Series 2000-1 Supplement that may be lent under this Demand Note pursuant to Sections 4.7(a)(ii)(1) and 4.7(b)(ii)(1) of the Series 2000-1 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 2000-1 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.

Subordination .

C-2

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.

C-3

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 PROMISSORY 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.

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

C-4

Schedule A

PAYMENT GRID

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

EXHIBIT D

TO SERIES 2000-1 SUPPLEMENT

Form of Notice of

Series 2000-1 Lease Payment Losses

Deutsche Bank Trust Company Americas, as Trustee

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

This Series 2000-1 Lease Payment Losses Notice is delivered to you pursuant to Section 4.14 of the Amended and Restated Series 2000-1 Supplement dated as of February 14, 2007 to the Amended and Restated Base Indenture dated as of February 14, 2007 (as amended or modified from to time, the “ Series 2000-1 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 2000-1 Supplement.

The Master Servicer hereby notifies the Trustee that as of _________, 20__ there exists Series 2000-1 Lease Payment Losses in the amount of $__________.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

By: _______________________________

Name:

Title:

Exhibit 4.166

EXECUTION COPY

AMENDMENT NO. 3

SERIES 2003-1 SUPPLEMENT

dated as of February 14, 2007

between

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

a New York banking corporation,

as Trustee

AMENDMENT NO. 3

TO SERIES 2003-1 SUPPLEMENT

This Amendment No. 3 to Series 2003-1 Supplement dated as of February 14, 2007 (“ Amendment ”), between Rental Car Finance Corp., an Oklahoma corporation (“ RCFC ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “ Trustee ”) (RCFC and the Trustee are collectively referred to herein as the “ Parties ”).

RECITALS :

A. RCFC, as Issuer, and the Trustee entered into that certain Base Indenture dated as of December 13, 1995, as amended by the Amendment to Base Indenture dated as of December 23, 1997, and as amended and restated by the Amended and Restated Base Indenture dated as of February 14, 2007 (the “ Base Indenture ”); and

B. RCFC and the Trustee entered into that certain Series 2003-1 Supplement dated as of March 25, 2003, as subsequently amended by Amendment No. 1 to Series 2003-1 Supplement dated May 5, 2004 and Amendment No. 2 to Series 2003-1 Supplement dated March 24, 2005 (as amended to the date hereof, the “ Series 2003-1 Supplement ”); and

C. The Parties wish to further amend and supplement the Series 2003-1 Supplement as provided herein pursuant to Section 8.7 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1. Definitions . Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2003-1 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

Amendment . The Series 2003-1 Supplement is hereby amended as follows:

(a) By amending Section 2.1(b) to add the following defined terms in their proper alphabetical order:

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

“ Enhancement Provider ” means with respect to the Series 2003-1 Notes, the Series 2003-1 Insurer and the Series 2003-1 Letter of Credit Provider.

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

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

(b) By deleting in its entirety the definition of “Assignment Agreement” and replacing it with the following:

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

(c) By deleting in its entirety the definition of “Carrying Charges” referenced in Section 2.1 (b) and replacing it with the following:

“ Carrying Charges ” means, as of any day, (i) without duplication, the aggregate of all Trustee fees, servicing fees (other than supplemental servicing fees), Series 2003-1 Insurer Payments, Series 2003-1 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 2003-1 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.

(d) By deleting in its entirety the definition of “Eligible Franchisee” referenced in Section 2.1(b).

(e) By deleting in its entirety the definition of “Eligible Manufacturer” referenced in Section 2.1(b) and replacing it with the following:

“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 III 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.

(f) By deleting in its entirety clause (y) of the proviso at the end of the definition of “Eligible Vehicle” referenced in Section 2.1(b) and replacing it with the following:

“(y) in the case of a Non-Program Vehicle, the expiration of the applicable Maximum Vehicle Lease Term under the Master Lease.”

(g) By deleting in its entirety the definition of “Franchisee” referenced in Section 2.1(b).

(h) By deleting in its entirety the definition of “Group III Replacement Vehicle” referenced in Section 2.1(b) and replacing it with the following:

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

(i) By deleting in its entirety the definition of “Initial Acquisition Cost” referenced in Section 2.1(b).

(j) By deleting in its entirety the definition of “Limited Liquidation Event of Default” referenced in Section 2.1(b) and replacing it with the following:

“ 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 Amortization Event shall have been cured and (ii) the Series 2003-1 Insurer shall have notified the Trustee in writing that it consents to the waiver of such Amortization Event.

(k) By deleting in its entirety the definition of “Manufacturer Event of Default” referenced in Section 2.1(b) and replacing it with the following:

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

(l) By deleting in its entirety the definition of “Manufacturer Receivable” referenced in Section 2.1(b) and replacing it with the following:

“ 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.

(m) By adding the following proviso to the end of the definition of “Market Value” referenced in Section 2.1(b):

“; provided , further , that any Program Vehicle that is a Group III Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of

Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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.

(n) By deleting in its entirety the definition of “Maximum Manufacturer Percentage” in Section 2.1(b) and replacing it with the following:

“ 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 has 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.

(o) By deleting in its entirety the definition of “Maximum Non-Program Percentage” in Section 2.1(b) and replacing it with the following:

“ 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 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, fifty percent (50%) 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 has 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.

(p) By deleting in its entirety the definition of “Measurement Month” referenced in Section 2.1(b) and replacing it with the following:

“ 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 III 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 III 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 Month shall be included in any other Measurement Month; provided , further , that any Program Vehicle, that is a Group III Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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.

(q) By deleting in its entirety the definition of “Measurement Month Average” referenced in Section 2.1(b) and replacing it with the following:

“ Measurement Month Average ” means, with respect to Group III 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 III 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 III Vehicles on the dates of their respective sales, provided that any Program Vehicle that is a Group III Vehicle and is redesignated as a Non-Program Vehicle solely because a Manufacturer Event of Default due to an Event of Bankruptcy has occurred with respect to the Manufacturer thereof, shall be deemed to be a Program Vehicle for a period of 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.

(r) By deleting in its entirety the definition of “Qualified Intermediary” referenced in Section 2.1(b) and replacing it with the following:

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

(s) By deleting in its entirety the definition of “Responsible Officer” referenced in Section 2.1(b) and replacing it with the following:

(t) By deleting in its entirety the definition of “Retained Interest” referenced in Section 2.1(b).

(u) By deleting in its entirety from Sections 4.7(a)(i)(B) and 4.7(b)(i)(B) item fifth of each such Section.

(v) By adding the following Section 4.7(e) immediately after Section 4.7(d):

Allocation of Proceeds Upon Payment in Full of Group III Obligations . After the payment in full of the Invested Amount of all Group III Series of Notes that have been issued by RCFC, all amounts due under the Indenture and the Related Documents with respect to such Group III Series of Notes and all amounts due by RCFC under any other agreements it may have with the Credit Enhancement Providers, if any, with respect to any Group III Series of Notes, all Collections and all proceeds received by RCFC, the Trustee or the Master Collateral Agent in respect of the Group III 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.

(w) By deleting in its entirety clause (g) of Section 5.1 and replacing it with the following:

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

(x) By adding after clause (l) of Section 5.1 the following:

“or

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

(y) By deleting in its entirety the second sentence of the penultimate paragraph of Section 5.1 and replacing it with the following:

“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 2003-1 Notes only if, after any applicable grace period described in such clauses, either the Trustee, by written notice to RCFC, or the Required Series 2003-1 Noteholders, by written notice to RCFC, the Trustee and the Series 2003-1 Noteholders, declare that, as of the date of such notice, an Amortization Event has occurred.”

(z) By deleting Section 8.4 in its entirety and replacing it with the following:

“Section 8.4 Ratification 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 Series Supplement shall be read, taken, and construed as one and the same instrument.”

(aa)

By adding the following as the last sentence of Section 8.7:

“Notwithstanding the foregoing, the consent of each Enhancement Provider for the Series 2003-1 Notes is required to amend this Supplement and the Base Indenture.”

(bb) By deleting Schedule 1 to the Series Supplement in its entirety and replacing such schedule with the Schedule 1 attached hereto as Exhibit A.

3. Effect of Amendment . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Parties hereto under the Series 2003-1 Supplement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Series 2003-1 Supplement, all of which are hereby ratified and affirmed in all respects by each of the Parties hereto and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Series 2003-1 Supplement specifically referred to herein and any references in the Series 2003-1 Supplement to the provisions of the Series 2003-1 Supplement specifically referred to herein shall be to such provisions as amended by this Amendment.

4. Binding Effect . This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5. GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS 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 LAWS.

6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

RCFC :

RENTAL CAR FINANCE CORP.,

an Oklahoma corporation

By: __________________________

Pamela S. Peck

Vice President and Treasurer

TRUSTEE :

DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation

By: __________________________

Name:

_________________

Title:

_________________

By: __________________________

Name:

_________________

Title:

_________________

EXHIBIT A

SCHEDULE 1

Schedule of Maximum Manufacturer Percentages of Group III 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 III 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 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, fifty percent (50%) 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 has 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.

(2)	The combined percentage of Group III 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 III 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 III 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 III 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 III 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 Group III Collateral.

Exhibit 4.167

EXECUTION COPY

AMENDMENT NO. 2

SERIES 2004 -1 SUPPLEMENT

DATED AS OF FEBRUARY 14 , 2007

BETWEEN

RENTAL CAR FINANCE CORP.,

AN OKLAHOMA CORPORATION

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

A NEW YORK BANKING CORPORATION,

AS TRUSTEE

AMENDMENT NO. 2

TO SERIES 2004-1 SUPPLEMENT

This Amendment No. 2 to Series 2004-1 Supplement dated as of February 14, 2007 (“ Amendment ”), between Rental Car Finance Corp., an Oklahoma corporation (“ RCFC ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “ Trustee ”) (RCFC and the Trustee are collectively referred to herein as the “ Parties ”).

RECITALS:

B. RCFC and the Trustee entered into that certain Series 2004-1 Supplement dated as of May 5, 2004; and

C. RCFC and the Trustee entered into that certain Amendment No. 1 to the Series 2004-1 Supplement, dated March 24, 2005 (as amended, the “ Series 2004-1 Supplement ”); and

D. The Parties wish to further amend and supplement the Series 2004-1 Supplement as provided herein pursuant to Section 8.7 thereof.

NOW THEREFORE, the Parties hereto agree as follows:

1. Definitions . Capitalized terms used in this Amendment not herein defined shall have the meaning contained in the Series 2004-1 Supplement and if not defined therein shall have the meaning set forth in the Definitions List attached as Schedule 1 to the Base Indenture.

Amendment . The Series 2004-1 Supplement is hereby amended as follows:

(a) By amending Section 2.1(b) to add the following defined terms in their proper alphabetical order:

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

“ Enhancement Provider ” means, with respect to the Series 2004-1 Notes, each of the Series 2004-1 Letter of Credit Provider and the Series 2004-1 Insurer.

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

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

(b) By deleting in its entirety the definition of “Assignment Agreement” referenced in Section 2.1(b) and replacing it with the following

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

(c) By deleting in its entirety the definition of “Carrying Charges” referenced in Section 2.1 (b) and replacing it with the following:

“ Carrying Charges ” means, as of any day, (i) without duplication, the aggregate of all Trustee fees, servicing fees (other than supplemental servicing fees), Series 2004-1 Insurer Payments, Series 2004-1 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 2004-1 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.