Exhibit 4.20


 


EXECUTION COPY


 




 





 


AMENDED AND RESTATED ESCROW AGREEMENT



dated as of April 13, 2006





among





CAR FOR A CAR, CORP.,



JPMORGAN CHASE BANK, N.A.,



ALAMO FINANCING L.P.



and





VANGUARD CAR RENTAL USA INC.


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
  Section 1.1.

  	
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  	
  GENERAL
  PROVISIONS

  	
  7

  
	
  Section 2.1.

  	
  In General

  	
  7

  
	
  Section 2.2.

  	
  Provisions
  Governing the Escrow Accounts

  	
  8

  
	
   

  	
   

  
	
  ARTICLE III

  	
  FUND
  TRANSFERS

  	
  8

  
	
  Section 3.1.

  	
  Transfer of
  Collected Funds from the Master Exchange Account

  	
  8

  
	
  Section 3.2.

  	
  Reserved

  	
  9

  
	
  Section 3.3.

  	
  Shortfalls
  in Funding

  	
  9

  
	
  Section 3.4.

  	
  Reserved

  	
  9

  
	
  Section 3.5.

  	
  The Escrow
  Accounts

  	
  9

  
	
  Section 3.6.

  	
  Limitation
  on Rights to Master Exchange Proceeds

  	
  10

  
	
  Section 3.7.

  	
  Returns

  	
  11

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  INVESTMENT
  OF FUNDS

  	
  11

  
	
  Section 4.1.

  	
  Investment
  of the Master Exchange Funds

  	
  11

  
	
   

  	
   

  
	
  ARTICLE V

  	
  DISTRIBUTIONS

  	
  12

  
	
  Section 5.1.

  	
  Distribution
  of Escrow Funds

  	
  12

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS
  PROVISIONS

  	
  13

  
	
  Section 6.1.

  	
  Obligations
  of the Escrow Agent

  	
  13

  
	
  Section 6.2.

  	
  Conflicting
  Instructions; Adverse Claims

  	
  15

  
	
  Section 6.3.

  	
  Notices

  	
  16

  
	
  Section 6.4.

  	
  Notice of
  Claims Relating to the Escrow Accounts

  	
  17

  
	
  Section 6.5.

  	
  Limitation
  of Liabilities; Indemnification

  	
  18

  
	
  Section 6.6.

  	
  Entire
  Agreement

  	
  20

  
	
  Section 6.7.

  	
  Counterparts

  	
  20

  
	
  Section 6.8.

  	
  No Third
  Party Beneficiaries

  	
  20

  
	
  Section 6.9.

  	
  Authorization

  	
  20

  
	
  Section 6.10.

  	
  Termination

  	
  20

  
	
  Section 6.11.

  	
  No
  Discretion

  	
  21

  
	
  Section 6.12.

  	
  CHOICE OF
  LAW

  	
  21

  
	
  Section 6.13.

  	
  JURY TRIAL
  WAIVER

  	
  21

  
	
  Section 6.14.

  	
  Certain
  Bankruptcy Events

  	
  21

  
	
  Section 6.15.

  	
  Force
  Majeure

  	
  22

  
	
  Section 6.16.

  	
  Treasury
  Regulations Disclosure Requirements

  	
  22

  
	
  Section 6.17.

  	
  Power of
  Attorney

  	
  22

  
	
  Section 6.18.

  	
  No Petitions

  	
  22

  
					



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 6.19.

  	
  Waiver of
  Setoff

  	
  23

  
	
  Section 6.20.

  	
  No Recourse

  	
  24

  
	
  Section 6.21.

  	
  Electronic
  Documentation

  	
  24

  
	
  Section 6.22.

  	
  Escrow
  Agreement Constitutes a Collateral Agreement

  	
  24

  
	
  Section 6.23.

  	
  Master
  Servicer to Act

  	
  24

  
				



 


ii

















 


AMENDED AND RESTATED ESCROW AGREEMENT


 


This AMENDED
AND RESTATED ESCROW AGREEMENT (as supplemented by the terms of the Amended and
Restated Master Exchange Agreement, this “Escrow Agreement”) is entered
into as of April 13, 2006, by and among Car for a Car, Corp., a Delaware
corporation (the “QI”), JPMorgan Chase Bank, N.A., a New York banking
corporation, as the escrow agent (the “Escrow Agent”), Alamo Financing
L.P., a Delaware limited partnership (“Alamo LP” or the “Exchangor”)
and Vanguard Car Rental USA Inc., as servicer (“Vanguard” or the “Servicer”).


 


WITNESSETH:


 


WHEREAS, the
Exchangor, as part of its business operations, desires to exchange pursuant to
one or more Master Exchanges (the “LKE Program”) certain Vehicles used
in its business for other vehicles that are of like-kind, to be held for
productive use in its trade or business and to have each such transaction
qualify as a like-kind exchange within the meaning of Section 1031 of the
Internal Revenue Code of 1986, as amended (the “Code”), and the treasury
regulations promulgated thereunder (the “Treasury Regulations”) pursuant
to one or more of the “safe harbors” described in Section 1.1031(k)-1(g) of the
Treasury Regulations, and Revenue Procedure 2003-39;


 


WHEREAS,
subject to the terms and provisions of a master exchange agreement (the “Master
Exchange Agreement”), dated as of the date hereof, among the QI and the
Exchangor, the Exchangor has engaged the QI to act as a qualified intermediary
pursuant to Section 1.1031(k)-1(g)(4) of the Treasury Regulations (such entity,
a “Qualified Intermediary”) with respect to its LKE Program in order to
facilitate the Master Exchange of Relinquished Property for Replacement
Property and to sell receivables and related rights it acquires upon return of
Relinquished Vehicles to a Manufacturer or to pledge such receivables and
related rights as security for financing for the purchase of Replacement
Property and has directed the QI to establish, or become a joint holder of, one
or more accounts (with only the Master Exchange Account to be held in escrow by
the Escrow Agent under this Escrow Agreement) to hold proceeds from the
disposition of Relinquished Property and any Additional Subsidies and to
disburse such proceeds and any Additional Subsidies in accordance with Section 1031
of the Code;


 


WHEREAS, it is
the intention of the parties that, as provided in Section 1.1031(b)-1(c) of the
Treasury Regulations, consideration received by the Exchangor in the form of a
relief from liabilities (or transfer subject to a liability) shall be offset by
consideration given by the Exchangor in the form of cash, an assumption of
liabilities, or a receipt of property subject to a liability;


 


WHEREAS, the
Escrow Agent may from time to time hold and disburse, pursuant to the terms of
this Escrow Agreement, certain funds belonging to the Exchangor that are not
derived from the disposition of Relinquished Property for purposes other than
the acquisition of Replacement Property;


 

















 


WHEREAS,
subject to the terms and provisions of the Master Exchange Agreement, it is
intended that the Exchangor shall not be determined to be in actual or
constructive receipt of proceeds from the disposition of Relinquished Property
or any earnings thereon; and


 


WHEREAS,
notwithstanding the immediately foregoing paragraph, it is the intent of the
parties that the funds held in the Escrow Accounts maintained by the Escrow
Agent shall not be part of the QI’s general assets, nor subject to claims by
the QI’s creditors;


 


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


 


ARTICLE I

DEFINITIONS


 


Section 1.1.            Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth in Master Exchange Agreement. The following terms used in
this Escrow Agreement shall have the following meanings, unless otherwise
expressly provided herein:


 


“Accounts”
shall mean the Escrow Accounts, the Joint Disbursement Accounts and the Joint
Collection Accounts.


 


“ACH”
shall mean a transfer through an Automated Clearing House.


 


“Additional
Subsidies” shall mean funds other than Relinquished Property Proceeds that
the Exchangor may use to have the QI acquire Replacement Property and to make
Non-LKE Disbursements, which consist of:


 


(i)            funds on deposit in an
Account that no longer constitute Relinquished Property Proceeds because they
have been identified to Relinquished Property with respect to which either (i)
the Identification Period has expired without identification of Replacement
Property having been made or (ii) the Master Exchange Period has expired;


 


(ii)           funds on deposit in an
Account that no longer constitute Relinquished Property Proceeds because the
Exchangor has received all of the Replacement Property to which it is entitled
under the Master Exchange Agreement in accordance with Section
1.1031(k)-1(g)(6)(iii) of the Treasury Regulations; and/or


 


(iii)          funds on deposit in a
Joint Disbursement Account that never were Relinquished Property Proceeds.


 


“Alamo LP”
shall have the meaning set forth in the preamble hereto.


 


2

















 


“Automated
Clearing House” shall mean a facility that processes debit and credit
transactions under rules established by a Federal Reserve Bank operating
circular on automated clearing house items or under rules of an automated
clearing house association.


 


“Base
Indenture” shall mean the Fifth Amended and Restated Base Indenture, dated
as of the date hereof, between Alamo LP and the Trustee, as amended, modified
or supplemented from time to time.


 


“Business
Day” shall mean any day except a Saturday, Sunday or legal holiday on which
the offices of the Master Collateral Agent, the Trustee, the Exchangor, the QI
or, with respect to any matter involving any Escrow Account, the Escrow Agent
(or any successor thereto) or, with respect to any matter involving a Joint
Disbursement Account, The Bank of New York (or any successor thereto) are not
open for business.


 


“Code”
shall have the meaning set forth in the recitals hereto.


 


“Disbursement
Occurrence” shall have the meaning set forth in Section 3.6 hereto.


 


“Disqualified
Person” shall have the meaning provided in Section 1.1031(k)-1(k) of the
Treasury Regulations.


 


“Electronic
Funds Transfer” shall mean any funds transfer initiated by an electronic
instruction, including, without limitation, any funds transfer via ACH, any
wire transfer via the Federal Reserve System and any funds transfer recorded on
the books and records of the banking institution maintaining the relevant
accounts.


 


“Escrow
Accounts” shall mean the Master Exchange Accounts, each of which the QI
shall maintain by itself or jointly in the course of administering its
obligations under the Master Exchange Agreement and this Escrow Agreement, and
each of which shall be established (if not already established) and maintained
pursuant to terms of this Escrow Agreement by the Escrow Agent.


 


“Escrow
Agent” shall have the meaning set forth in the preamble hereto.


 


“Escrow
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Escrow
Funds” shall mean the funds in the Escrow Accounts.


 


“Exchangor”
shall have the meaning set forth in the preamble hereto.


 


“Funds
Transfer Protocol(s)” shall have the meaning set forth in Section 2.1(c)
hereof.


 


3

















 


“Identification
Period” shall mean, with respect to the Relinquished Property of the
Exchangor transferred in a Master Exchange, the period beginning on the date
the Exchangor transfers such Relinquished Property to the QI and ending at
11:59 p.m. (New York City time) on the forty-fifth (45th) calendar day
thereafter (irrespective of whether such day is a weekend day or a holiday).


 


“IRS”
shall mean the Internal Revenue Service.


 


“Joint
Collection Accounts” shall mean the accounts maintained by the Master
Collateral Agent at Citibank, N.A. in the name “Citibank, N.A., as Master
Collateral Agent and Car for a Car, Corp., as Qualified Intermediary for Alamo
Financing L.P.” and such other accounts as may be established from time to time
in accordance with Section 2.5(a)(I) of the Master Collateral Agency
Agreement and maintained by the Master Collateral Agent in the name of the QI
and the Master Collateral Agent for the deposit of among other things
Relinquished Vehicle Proceeds and other vehicle disposition proceeds collected
from Manufacturers, auction houses and other purchasers of Vehicles.


 


“Joint
Disbursement Account” shall mean an account or series of accounts as
defined in Section 5.02 of Revenue Procedure 2003-39 maintained on behalf of
the Exchangor and the QI to receive Relinquished Property Proceeds from the
Master Exchange Account and any Additional Subsidies from whatever source
(including the proceeds of Notes made available pursuant to the Base Indenture,
as supplemented by the LKE Supplements thereto).


 


“LKE
Program” shall have the meaning set forth in the recitals hereto.


 


“LKE
Supplement” means a Series Supplement, the Related Vehicles (as defined in
the Master Collateral Agency Agreement) of which are subject to an LKE Program.


 


“Master
Collateral Agency Agreement” means the Eighth Amended and Restated Master
Collateral Agency Agreement, dated as of April 13, 2006 among National Car
Rental Financing Limited Partnership and Alamo LP, as grantors, Vanguard Car
Rental USA Inc., as grantor and as master servicer, the various Financing
Sources from time to time parties thereto, the various Beneficiaries from time
to time parties thereto, and the Master Collateral Agent, as further amended,
restated, modified or supplemented from time to time in accordance with its
terms.


 


“Master
Collateral Agent” means Citibank, N.A., in its capacity as master
collateral agent under the Master Collateral Agency Agreement and any successor
thereto or permitted assign in such capacity thereunder.


 


“Master
Exchange” shall mean, with respect to the Exchangor, each of a series of “exchanges”,
as defined in Sections 1.1031(k)-1(b)(i) and 1.1031(k)-1(b)(ii) of the Treasury
Regulations, pursuant to the Master Exchange Agreement, as determined by


 


4

















 


the Exchangor,
consisting of one or more transfers of Relinquished Property and one or more
subsequent related acquisitions of Replacement Property within the relevant
Master Exchange Period that are of like-kind, as defined in Sections
1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury Regulations.


 


“Master
Exchange Account” shall mean an account or accounts (1) established by the
QI pursuant to this Escrow Agreement, (2) used to receive funds relating to the
Exchangor’s LKE Program from a Joint Collection Account as provided in the
Master Exchange Agreement, and (3) used to provide such funds relating to the Exchangor
from a Joint Collection Account to a Joint Disbursement Account (to the extent
of the funds in the Master Exchange Account, including any Qualified Earnings
from the investment of funds held in the Master Exchange Account pursuant to
the Escrow Agreement). The Master Exchange Account shall be an account
maintained by the Escrow Agent and shall be in the name of the QI as Qualified
Intermediary for the Exchangor.


 


“Master
Exchange Agreement” shall have the meaning set forth in the recitals
hereto.


 


“Master
Exchange Funds” shall mean (1) Relinquished Property Proceeds deposited
into the Master Exchange Account and (2) Additional Subsidies on deposit in the
Master Exchange Account to be used to purchase Replacement Property.


 


“Master
Exchange Period” shall mean, with respect to the Relinquished Property of
the Exchangor transferred in a Master Exchange, the period beginning on the
date the Exchangor transfers such Relinquished Property to the QI and ending at
11:59 p.m. (New York City time) on the earlier of (a) the one hundred eightieth
(180th) calendar day thereafter (irrespective of whether such day is a weekend
day or a holiday) and (b) the due date (including extensions) for the Exchangor’s
U.S. federal income tax return for the year in which the transfer of the
Relinquished Property takes place.


 


“Non-LKE
Disbursements” shall mean disbursements for the purchase of Vehicles that
are not Replacement Property and disbursements relating to the LKE Program in
respect of fees, expenses and other costs, including but not limited to those
required pursuant to Section 7.2 of the Master Exchange Agreement, but
excluding in any case any disbursements for the acquisition of Replacement
Property.


 


“Qualified
Earnings” shall mean, with respect to any Relinquished Property, the
earnings received on the Relinquished Property Proceeds from such Relinquished
Property that have been held in an Escrow Account, a Joint Disbursement Account
or a Joint Collection Account for a period not exceeding the Master Exchange
Period for such Relinquished Property.


 


“Qualified
Funds” shall mean all Relinquished Property Proceeds that have not become
Additional Subsidies pursuant to clauses (i) or (ii) of the
definition thereof and any Qualified Earnings.


 


5

















 


“Qualified
Institution” means a depositary institution or trust company (which may
include the Trustee and the Master Collateral Agent) organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia; provided, however, that at all times such depositary
institution or trust company is a member of the FDIC and has (i) from Standard
& Poor’s a long-term indebtedness rating not lower than “AA-” and a
short-term indebtedness rating of “A-1+” and from Moody’s a long-term
indebtedness rating not lower than “A2” and a short-term indebtedness rating of
“P-1”, or (ii) such other rating which satisfies the Rating Agency Confirmation
Condition.


 


“Qualified
Intermediary” shall have the meaning set forth in the recitals hereto.


 


“Relinquished
Property” shall mean certain Vehicles used in the Exchangor’s business,
which pursuant to an agreement, the Exchangor is transferring, and qualifying
as “relinquished property” within the meaning of Section 1.1031(k)-1(a) of the
Treasury Regulations, and which have been identified as such by the Exchangor
or its agents.


 


“Relinquished
Property Agreement” shall mean any agreement (other than the Master
Collateral Agency Agreement and the Lease) pursuant to which Relinquished
Property is transferred insofar as such agreement relates to the Relinquished
Property, including but not limited to each agreement arising from the exercise
by the Exchangor of its right to sell a Vehicle that is Relinquished Property
to a Manufacturer pursuant to the terms of its Manufacturer Program and each
agreement by the Exchangor to sell a Vehicle that is Relinquished Property to
any third party.


 


“Relinquished
Property Proceeds” shall mean, with respect to any Relinquished Property,
the amount received from, or on behalf of, the relevant Buyer with respect to
such Buyer’s acquisition of such Relinquished Property, (including, without
limitation, any amounts received from a Manufacturer Receivables Purchaser or
Master Exchange Lender in respect of a sale or pledge of Master Exchanged
Vehicle Repurchase Rights) or otherwise received in connection with the
disposition of such Relinquished Property, under the related Relinquished
Property Agreement(s), unless and until such amount (i) becomes Additional
Subsidies as a result of a Disbursement Occurrence or (ii) is transferred to
the applicable Lender pursuant to Section 4.2(b)(2) of the Master Exchange
Agreement; provided that for the avoidance of doubt, any Master
Exchanged Vehicle Repurchase Rights sold and/or pledged to a Manufacturer
Receivables Purchaser or Master Exchange Lender, as applicable, shall not
constitute Relinquished Property Proceeds.


 


“Replacement
Property” shall mean vehicles that are like-kind, as defined in Sections 1.1031(a)-1(b)
and 1.1031(a)-2 of the Treasury Regulations, to the Relinquished Property and
held for productive use as described in Section 1.1031(a)-1 of the Treasury
Regulations in connection with the Exchangor’s business operations and
qualifying as “replacement property” within the meaning of Section
1.1031(k)-1(a) of the


 


6

















 


Treasury
Regulations, and which have been identified as such by the Exchangor or its
agents.


 


“Replacement
Property Acquisition Cost” shall mean, with respect to a Replacement
Property, the amount of consideration required to be paid to the Seller of such
Replacement Property under the related Replacement Property Agreement(s).


 


“Replacement
Property Agreement” shall mean any agreement (other than the Master
Collateral Agency Agreement and the Lease) (including an obligation of the
Exchangor) pursuant to which Replacement Property is acquired insofar as such
agreement relates to the Replacement Property, including but not limited to each
agreement by the Exchangor to purchase a Vehicle which is Replacement Property
from a Manufacturer or vehicle dealer whether such agreement to purchase arises
under a Manufacturer Program or otherwise.


 


“Revenue
Procedure 2003-39” shall mean the revenue procedure 2003-39 contained in
Bulletin Number 2003-22, dated June 2, 2003, released by the Department of the
Treasury, Internal Revenue Service.


 


“Rights”
shall mean (1) with respect to any Relinquished Property, the Exchangor’s
rights (but not obligations) in the Relinquished Property Agreements to sell
such Relinquished Property and to receive payment of the purchase price for
such Relinquished Property and (2) with respect to any Replacement Property,
the Exchangor’s rights (but not obligations) to acquire such Replacement
Property.


 


“Safe
Harbor” shall mean one or more of the safe harbors described in Section
1.1031(k)-1(g) of the Treasury Regulations and any one or more safe harbor
provisions of Revenue Procedure 2003-39.


 


“Treasury
Regulations” shall have the meaning set forth in the recitals hereto.


 


“Trustee”
shall mean The Bank of New York, as trustee under the Base Indenture.


 


ARTICLE II

GENERAL PROVISIONS


 


Section 2.1.            In
General


 


(a)           Appointment
of Escrow Agent. The Escrow Agent is hereby appointed by the Exchangor and
the QI, and agrees to act, as escrow holder of the Escrow Funds held in the
Escrow Accounts pursuant to this Escrow Agreement in accordance with the terms
hereof.


 


(b)           Reserved.


 


7

















 


(c)           Fund
Transfers. Provided they are consistent with this Escrow Agreement and the
limitations on the Exchangor’s rights to receive, pledge, borrow or otherwise
obtain the benefits of any Relinquished Property Proceeds, the particular
mechanisms for accomplishing the movement of Escrow Funds described in this
Escrow Agreement may be set forth and memorialized in one or more written “Funds
Transfer Protocols” attached hereto from time to time as Exhibit A,
which shall either (1) be executed by or on behalf of both the Exchangor and
the QI or (2) follow the protocol set forth in Section 3.1 hereof. A
Funds Transfer Protocol may also consist of a compendium of previously executed
documents or charts (e.g., flow charts, corporate resolutions and signature
cards) which when taken together obviate the need for a single written
protocol.


 


(d)           Escrow
Accounts. The parties acknowledge and agree that the funds held in any of
the Escrow Accounts, or any other account or sub-account established pursuant
to the terms of this Escrow Agreement, shall only be distributed in accordance
with the terms of this Escrow Agreement, as supplemented by the Master Exchange
Agreement. The Escrow Agent shall have no equitable interest in any amounts
deposited in any of the Escrow Accounts referred to herein.


 


Section 2.2.            Provisions
Governing the Escrow Accounts. (a)  All Escrow Funds deposited
into an Escrow Account pursuant to this Escrow Agreement shall be in U.S.
dollars and shall be delivered or disbursed either by (i) federal funds wire
transfer, (ii) ACH or other Electronic Funds Transfer, or (iii) cashier’s
check, or other check, with notification in a form consistent with, or as
described in, Exhibit A hereto.


 


(b)           The
Escrow Agent shall not have any responsibility or liability for any funds
delivered pursuant to this Escrow Agreement until actually received in the
appropriate account, in accordance with the terms hereof.


 


(c)           The
Escrow Accounts shall be maintained (i) with a Qualified Institution or (ii) as
a segregated trust account with the corporate trust department of a depositary
institution having corporate trust powers; provided, that if at any time the
Qualified Institution with which any Escrow Account is maintained is no longer
a Qualified Institution or the credit rating of the long-term obligations of
such depository institution or trust company shall be reduced to below “BBB” by
S&P or “Baa3” by Moody’s, then the Exchangor shall within thirty (30) days
of such reduction, in conjunction with the QI, establish a new Escrow Account
with a new Qualified Institution.


 


ARTICLE III

FUND TRANSFERS


 


Section 3.1.            Transfer
of Collected Funds from the Master Exchange Account. (a)  On any
Business Day, pursuant to standing instructions and procedures established by
the Exchangor and the QI and in accordance with the Master Exchange Agreement,
the Exchangor may initiate proposed Electronic Funds Transfers from the Master


 


8

















 


Exchange
Account for the purposes described herein that are subject to the QI’s approval
and shall notify the QI of such initiated transfers. The instructions with
respect to the proposed Electronic Funds Transfers shall set forth the amounts
to be withdrawn from the Master Exchange Account and transferred to a Joint Disbursement
Account on such day to fund all or a portion of the Replacement Property
Acquisition Cost on such day, shall be substantially in the form of Exhibit
A hereto, and shall be either (1) executed by or on behalf of both the
Exchangor and the QI or (2) executed by or on behalf of the Exchangor with the
certification contained in Exhibit A stating that the Exchangor has
provided such instruction simultaneously to the Escrow Agent and the QI. Such
instructions to the Escrow Agent shall also include instructions regarding
adjustments (e.g., calculation errors, overpayments, etc.), if any, to amounts
previously funded from the Master Exchange Account. If the QI does not approve
any of the proposed Electronic Funds Transfer transactions, the QI shall immediately
notify the Exchangor and the Escrow Agent via telephone or fax within one hour
of its receipt of notice of such Electric Funds Transfer of the disapproval and
the reasons for such disapproval. Any disapproval communicated by telephone
shall be confirmed in writing. If the Escrow Agent receives instructions in the
form of Exhibit A (i) executed by or on behalf of both the Exchangor and
the QI or (ii) executed by or on behalf of the Exchangor with the appropriate
certification and the QI has not disapproved of the instructions (orally or in
writing) within one hour of the Escrow Agent’s receipt of such instructions,
then the Escrow Agent shall promptly execute instructions delivered to the
Escrow Agent (subject to the last sentence of this Section 3.1(a) and to
any other reasonable conditions to acceptance established by the Escrow Agent
in the ordinary course of business, such as proper formatting, complete
instructions, etc.). The Escrow Agent shall have no duty or obligation to
verify or confirm any of the information contained in the electronic
instructions received by it pursuant to this Section 3.1(a). Notwithstanding
the foregoing, the Escrow Agent shall have no duty to transfer or distribute
any funds from the Master Exchange Account unless such funds have been
collected and credited to the Master Exchange Account.


 


(b)           After
the occurrence of a Disbursement Occurrence, the Exchangor shall direct the
Escrow Agent to wire any funds held in the Escrow Account that are no longer
Relinquished Property Proceeds into the Master Collateral Account.


 


Section 3.2.            Reserved.


 


Section 3.3.            Shortfalls
in Funding. If, for any reason, the sum of the amounts requested by the
Exchangor to be transferred from the Master Exchange Account to a Joint
Disbursement Account on any Business Day pursuant to Section 3.1 hereof
exceeds the total amount of collected funds in the Master Exchange Account,
including any Qualified Earnings from the investment of funds held in the
Master Exchange Account pursuant to this Escrow Agreement on such day and
actually credited to the Master Exchange Account, the amounts to be transferred
to such Joint Disbursement Account from the Master Exchange Account on such day
shall be reduced by the amount of such shortfall.


 


9

















 


Section 3.4.            Reserved.


 


Section 3.5.            The
Escrow Accounts. Transfers of funds in and out of the Master Exchange
Account shall be governed by the terms of this Escrow Agreement, as
supplemented by terms of the Master Exchange Agreement. For purposes of
convenience, the Exchangor, the QI and the Escrow Agent agree that
abbreviations may vary in the name “Car for a Car, Corp.” and that various
abbreviations including, but not limited to, the following names, are
acceptable to identify the QI for bank account purposes:  “Intermediary” and “QI”.


 


Section 3.6.            Limitation
on Rights to Master Exchange Proceeds.


 


(a)           All
Escrow Funds shall be held subject to the terms of this Escrow Agreement. In
particular, all Relinquished Property Proceeds, and any earnings thereon, shall
be held subject to Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) of the
Treasury Regulations. Without limiting the foregoing, the Exchangor’s rights to
receive, pledge, borrow or otherwise obtain the benefits of any Relinquished
Property Proceeds (whether in the form of money or other property) and any
earnings thereon are expressly limited as provided in Sections
1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) of the Treasury Regulations. In
order to preserve the qualification of Master Exchanges as valid like-kind
exchanges under the Safe Harbor, the Exchangor shall not have any rights to
receive, pledge, borrow or otherwise obtain the benefits of the Relinquished
Property Proceeds or the Qualified Earnings thereon held by either the QI or
the Escrow Agent except that (1) Relinquished Property Proceeds shall be
applied to pay amounts payable (and any other obligations or liabilities
arising) under the Base Indenture, as supplemented by the LKE Supplements
thereto, required to be repaid with such proceeds pursuant to the terms of the
Master Exchange Agreement and (2) Relinquished Property Proceeds may be
withdrawn solely for one of the following occurrences with respect to any
Master Exchange (each a “Disbursement Occurrence”):  (i) the Exchangor has not identified the
Replacement Property with respect to any Relinquished Property on or before the
expiration of the Identification Period with respect to such Relinquished
Property, (ii) after the identification of Replacement Property with respect to
any applicable Relinquished Property and the expiration of the Identification
Period with respect to such Relinquished Property, the Exchangor has received
all of such identified Replacement Property to which the Exchangor is entitled,
(iii) the expiration of the Master Exchange Period for any of the applicable
Relinquished Property, (iv) that the QI may enter into Master Exchange
Financing Agreements and Manufacturer Receivables Transfer Agreements in
accordance with Section 2.12 and Section 2.13 and the other
requirements of the Master Exchange Agreement or (v) any occurrence otherwise
provided for in Section 1.1031(k)-1(g)6(iii)(B) of the Treasury Regulations. Further,
each Escrow Account shall be subject to such restrictions as are necessary for
such Escrow Account to satisfy the requirements of Sections 5.02 and 5.03 of
Revenue Procedure 2003-39, including, but not limited to, the requirement (i)
that each Escrow Account is in the name of the Exchangor and the QI, or in the
name of a third party (other than a Disqualified Person), (ii) that each Escrow
Account is used to collect, hold, and/or disburse proceeds arising from the
sale of Relinquished Property for the benefit of the QI,


 


10

















 


(iii) that the
terms of fund transfers from each such Escrow Account require authorization
from the QI to transfer Relinquished Property Proceeds and (iv) that the
Exchangor may not pledge, borrow, or otherwise obtain the benefits of the
Relinquished Property Proceeds held in the Escrow Accounts. This provision shall apply notwithstanding any
inconsistent instruction given by the Exchangor and notwithstanding any
decision by the Exchangor not to pursue a deferred exchange or to abandon the
transactions contemplated by this Escrow Agreement.


 


(b)           The
QI shall have only such interest in any of the Escrow Funds as is expressly
provided in the Master Exchange Agreement and shall have the right to use,
withdraw, transfer or otherwise act with respect to any of the Escrow Funds
only as expressly provided in, and for the purposes set forth in, this Escrow
Agreement and/or the Master Exchange Agreement.


 


(c)           In
the event this Escrow Agreement is terminated, whether or not replaced with a
new Escrow Agreement, the Relinquished Property Proceeds will continue to be
held by the Qualified Intermediary subject to the same limitations of this
agreement, specifically Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) of
the Treasury Regulations until such time as they become Additional Subsidies.


 


Section 3.7.            Returns.
If at any time, for any reason, funds transferred from an Escrow Account are
returned to such Escrow Account, such funds shall be transferred by the Escrow
Agent upon receipt by the Escrow Agent of electronic written instructions from
the Exchangor and the QI.


 


ARTICLE IV

INVESTMENT OF FUNDS


 


Section 4.1.            Investment
of the Master Exchange Funds.


 


(a)           From
time to time during the term of this Escrow Agreement, the Escrow Agent shall
invest and reinvest all (or such lesser portion as may be agreed to between the
parties hereto) the funds held in the Master Exchange Account in any
investments agreed to by the parties hereto; provided, however,
that no such investment shall be made at any time that any obligations or
liabilities arising under the Base Indenture, as supplemented by the LKE
Supplements thereto, which are required to be repaid with the sale proceeds of
the related Relinquished Property as provided in the Master Exchange Agreement,
are outstanding; provided  further, in no event shall the
Exchangor direct that any such investment, directly or indirectly, be in any
security of the Exchangor or any of its affiliates. Interest and other amounts,
or any benefits earned in lieu of the payment of interest, earned on the Escrow
Funds shall belong solely to the Exchangor and the parties hereto agree that
absent a change in law, all information returns shall identify the Exchangor as
the recipient. Notwithstanding any type of benefit that may accrue to the Exchangor
as a result of the deposit of the Relinquished Property Proceeds in the Master
Exchange Account, the Exchangor acknowledges and agrees that absent a
Disbursement Occurrence it will not have the right to receive, pledge, borrow
or


 


11

















 


otherwise
obtain the benefit of any of the Qualified Funds, any interest thereon, or any
other benefits earned in lieu of interest, held or otherwise provided by the QI
or the Escrow Agent.


 


(b)           If
any Qualified Earnings on Relinquished Property Proceeds are held in the Master
Exchange Account, such Qualified Earnings shall not be disbursed during the
Master Exchange Period for the related Relinquished Property. Any Qualified
Earnings as to which the Master Exchange Period of the Relinquished Property
has expired shall thereafter be deemed Additional Subsidies.


 


(c)           Notwithstanding
the foregoing, the Escrow Agent shall not have any liability for any loss
sustained as a result of any investment made as provided in this Section 4.1
or any liquidation of any such investment prior to its maturity, other than
investments, if any, for which the Escrow Agent is the obligor.


 


ARTICLE V

DISTRIBUTIONS


 


Section 5.1.            Distribution
of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its
possession until instructed hereunder to deliver the Escrow Funds or any
specified portion thereof as follows:


 


(i)            If the Escrow Agent
receives a request pursuant to Section 3.1 hereof authorizing release of
the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the
terms and conditions described in this Escrow Agreement, disburse the Escrow
Funds, or designated portion thereof, including any interest or other amounts
earned on the Escrow Funds, pursuant to the instructions set forth in such
request, provided  however, that other than as set forth in Section
3.1 hereof, the Escrow Agent shall have no duty or obligation to verify or
confirm any of the information contained in the request.


 


(ii)           If the Escrow Agent
receives written notice substantially in the form of Exhibit B hereto
authorizing termination of the escrow hereunder for failure to identify the
Replacement Property with respect to any Relinquished Property within the
Identification Period with respect to such Relinquished Property, signed
jointly by or on behalf of authorized representatives of the QI and the
Exchangor, the Escrow Agent shall, within two (2) Business Days after receipt
of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the
Escrow Funds (including any interest or other amounts earned on the Escrow
Funds), or designated portion thereof, to the Master Collateral Account
pursuant to the instructions set forth in such notice.


 


(iii)          If the Escrow Agent
receives written notice substantially in the form of Exhibit D hereto
authorizing termination of the escrow hereunder, as related to designated
Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure
to acquire Replacement Property within the Master Exchange


 


12

















 


Period, signed
jointly by or on behalf of authorized representatives of the QI and the
Exchangor, the Escrow Agent shall, within two (2) Business Days after receipt
of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the
Escrow Funds (including any interest or other amounts earned on the Escrow
Funds), or designated portion thereof, to the Master Collateral Account
pursuant to the instructions set forth in such notice.


 


(iv)          If the Escrow Agent
receives a written release notice substantially in the form of Exhibit E
hereto stating that a new escrow holder has been appointed pursuant to an
escrow agreement substantially in the form of this Escrow Agreement and
authorizing termination of the escrow hereunder, signed jointly by or on behalf
of authorized representatives of the QI and the Exchangor, the Escrow Agent
shall release the Escrow Funds (or any portion thereof), in the amounts and to
the parties referenced in such notice, and any documentation related to the tax
deferred exchange that it may hold. At no time during the transition from
existing Escrow Agent to the new Escrow Agent shall the Exchangor have the
right to receive, pledge, borrow or otherwise obtain the benefits of the Escrow
Funds unless such funds become Additional Subsidies.


 


(v)           If the Exchangor
terminates this Escrow Agreement pursuant to Section 6.14 hereof, and
thereafter the Escrow Agent receives written notice substantially in the form
of Exhibit E hereto stating that a new escrow holder has been appointed
pursuant to an escrow agreement substantially in the form of this Escrow
Agreement following the termination of this Escrow Agreement, the Escrow Agent
shall, on the date set forth in such notice, which in no event shall be less
than two (2) Business Days following the Escrow Agent’s receipt of such notice,
redeem or otherwise liquidate the Escrow Funds and disburse the Escrow Funds
(including any income, interest, or other amounts earned on the Escrow Funds) to
such new escrow holder, pursuant to the instructions set forth in such notice.


 


(vi)          The Escrow Agent will
only accept instructions that have been signed by those persons authorized to
do so per an authorization in the form of Exhibit C (as such exhibit may
be amended and supplemented from time to time). The signatures contained in an
authorization in the form of Exhibit C hereto will be considered good
and valid for all exhibits until rescinded or modified in writing via a new
authorization in the form of Exhibit C delivered to the Escrow Agent.


 


(vii)         Except as otherwise
provided pursuant to Section 3.1 and Section 3.6(a) hereof and
this Section 5.1, the Escrow Funds may not be disbursed under any
conditions except those set forth above in this Section 5.1, and the
parties agree that neither the QI nor the Exchangor shall have the authority to
direct (and no such direction shall be effective against) the Escrow Agent to
disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement
by the Escrow Agent shall be made by wire, ACH or other Electronic Funds
Transfer


 


13

















 


unless such
party, in its sole discretion, agrees to another method of disbursement or
delivery.


 


ARTICLE VI

MISCELLANEOUS PROVISIONS


 


Section 6.1.            Obligations
of the Escrow Agent.


 


(a)           The
Escrow Agent shall invoice the Exchangor for authorized fees and expenses
payable by the Exchangor. Payments of reasonable fees and expenses pursuant to
an invoice shall be due thirty (30) days from the date of the Exchangor’s
receipt of such invoice plus any required supporting documentation.


 


(b)           The
Escrow Agent shall not have any obligation to, nor shall it incur any liability
for failing to, advance, use or risk, in any manner or for any purpose, its own
funds or otherwise incur financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers hereunder. The
provisions of this Section 6.1(b) shall survive the termination of this
Escrow Agreement.


 


(c)           Except
as expressly contemplated by this Escrow Agreement, the Escrow Agent shall not
sell, transfer or otherwise dispose of in any manner all or any portion of the
Escrow Funds, except pursuant to an order of a court of competent jurisdiction.


 


(d)           The
duties, responsibilities and obligations the Escrow Agent under this Escrow
Agreement shall be limited to those expressly set forth herein, and no duties,
responsibilities or obligations shall be inferred or implied. Other than as
contemplated herein, the Escrow Agent shall not be subject to, or required to
comply with, any other agreement between the Exchangor and the QI or to which
the Exchangor or the QI is a party, or to comply with any direction or
instruction (other than those contained herein or delivered in accordance with
this Escrow Agreement) from the Exchangor or the QI or an entity or entities
acting on their behalf.


 


(e)           If
at any time the Escrow Agent is served with any judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process that in any way affects the Escrow Funds (including, but not limited
to, orders of attachment or garnishment or other forms of levies, injunctions
or stays relating to the transfer of the Escrow Funds), the Escrow Agent shall
promptly notify the Trustee and the Master Collateral Agent of such occurrence
and the Escrow Agent shall thereafter be authorized to comply therewith in any
manner that it or legal counsel of its own choosing reasonably deems
appropriate; and if the Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, it shall not be liable to any of the parties hereto or
to any other person or entity even though such order, judgment, decree, writ or
process may be subsequently modified or vacated or otherwise determined to have
been without legal force or effect.


 


14

















 


(f)            The
Escrow Agent shall not be under any duty to give the Escrow Funds held by it
hereunder any greater degree of care than it gives its own similar property and
shall not be required to invest any Escrow Funds held hereunder except as
directed in this Escrow Agreement. Uninvested funds held hereunder shall not earn
or accrue interest.


 


(g)           At
any time the Escrow Agent may request an instruction in writing from the
Exchangor and the QI and may, at its own option, include in such request the
course of action it proposes to take and the date on which it proposes to act,
regarding any matter arising in connection with its duties and obligations
hereunder. The Escrow Agent shall not be liable for acting in accordance with
such a proposal on or after the date specified therein, provided that
the specified date shall be at least three (3) Business Days after the
Exchangor and the QI receive the Escrow Agent’s request for instructions and
its proposed course of action, and provided  further that, prior
to so acting, the Escrow Agent has not received the written instructions
requested, including a refusal to the proposed course of action.


 


(h)           In
the event of any ambiguity or uncertainty hereunder or in any notice,
instruction or other communication received hereunder by the Escrow Agent, the
Escrow Agent may, in its sole discretion, only after notifying the Exchangor
and the QI in writing, refrain from taking any action other than retaining
possession of the Escrow Funds unless the Escrow Agent receives written
instructions, signed by the Exchangor and the QI, which eliminates such
ambiguity or uncertainty.


 


(i)            The
Exchangor shall pay or reimburse the Escrow Agent upon request, for any taxes
relating to the Escrow Funds incurred in connection herewith and shall
indemnify and hold the Escrow Agent harmless from any amounts it is obligated
to pay in the way of such taxes. In addition, all interest or other income
earned under this Escrow Agreement shall be allocated to the Exchangor for
federal income tax purposes, and paid only as directed by the Exchangor and the
QI pursuant to the terms and conditions of this Escrow Agreement, as
supplemented by the terms of the Master Exchange Agreement, and reported by the
Exchangor to the IRS or any other taxing authority. Notwithstanding any written
directions, the Escrow Agent shall report, and as required withhold, any taxes
it determines may be required by any law or regulation in effect at the time of
distribution. If any earnings remain undistributed at the end of any calendar
year, the Escrow Agent shall report to the IRS or such other authority such
earnings as it deems appropriate or as required by any applicable law or
regulation. This Section 6.1(i) shall survive the termination of this
Escrow Agreement or the resignation or removal of the Escrow Agent.


 


(j)            The
Escrow Agent shall be entitled to rely upon any order, judgment, certification,
demand, notice, instrument or other writing delivered to it by the Exchangor or
otherwise hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity or the
service thereof. Subject to Section 5.1(vi) hereto, the Escrow Agent may
act in reliance upon, and shall be fully protected in relying upon, any
instrument or signature reasonably believed by it to


 


15

















 


be genuine and
may assume that any person purporting to give receipt or advice to make any
statement or execute any document in connection with the provisions hereof has
been duly authorized to do so. All written notices when received as provided
pursuant to Section 6.3 hereof shall be valid and accepted whether
signed in counterparts or one document.


 


Section 6.2.            Conflicting
Instructions; Adverse Claims. In the event of any disagreement between the
Exchangor and the QI resulting in conflicting instructions to (including,
without limitation, the disapproval by the QI of a proposed Electronic Funds
Transfer pursuant to Section 3.1 hereof), or adverse claims or demands
by the Exchangor and the QI upon, the Escrow Agent with respect to the release
of the Escrow Funds or any part thereof, then the Escrow Agent shall
immediately deliver a true copy thereof to the Exchangor, the QI, the Master
Collateral Agent and the Trustee along with the Escrow Agent’s written notice
in refusing to comply with the adverse claims or demands referred to above, or
as an alternative, wait for clarification from both the Exchangor and the QI
before complying. If the Escrow Agent gives written notice to the Exchangor,
the QI, the Master Collateral Agent and the Trustee as referred to above, then
the Escrow Agent shall be entitled to and be fully protected in refusing to
comply with any claims or demands on it and shall continue to hold the Escrow
Funds until it receives either (i) a written notice signed by both the QI and
the Exchangor directing the delivery of the Escrow Funds or (ii) a final order
of a court of competent jurisdiction, entered in a proceeding in which the QI
and the Exchangor are named as parties, directing the delivery of the Escrow
Funds in accordance with the terms of this Escrow Agreement, in either of which
events the Escrow Agent shall then deliver the Escrow Funds in accordance with
said direction. The Escrow Agent shall not be or become liable in any way or to
any person for its refusal to comply with any such claims or demands until and
unless it has received a direction of the nature described in clause (i)
or (ii) above. Upon the taking by the Escrow Agent of any action in
accordance with clause (i) or (ii) above, the Escrow Agent shall
be released of and from all liability hereunder with respect to the Escrow
Funds.


 


Section 6.3.            Notices.
Notices, demands and requests delivered or made pursuant to this Escrow
Agreement shall be addressed to:


 


(a)           The
Escrow Agent at:


 


JPMORGAN CHASE
BANK, N.A.

Two Corporate Drive,

Floor Seven

Shelton, CT  06484

Fax:  781-982-9558


 


16

















 


(b)           The
QI at:


 


Jason M.
Orben, President

Car for a Car, Corp.

c/o J.P. Morgan Property Exchange Inc.

1001 Hingham Street, Suite 300

Rockland, MA 02370

Fax:  781-982-9558

E-Mail:  CARFORACAR_VEHICLE@JPMORGAN.COM


 


(c)           The
Exchangor at:


 


Orlando
Figueroa, President

c/o Lord Securities Corporation

48 Wall Street

New York, NY 10005

Fax:  212-346-9019

E-Mail:  of@lordspv.com


 


with a copy to
the Vanguard at:


 


Vanguard Car
Rental USA Inc.

6929 North Lakewood Avenue

Suite 100

Tulsa, OK  74117

Attn:  Gerard Kennell


 


(d)           The
Trustee at:


 


The Bank of
New York

101 Barclay Street, Floor 8 West

New York, NY  10286


	
  Attn:

  	
  Corporate
  Trust Administration –

  
	
   

  	
  Asset Backed
  Securities Unit

  
	
  Phone:

  	
  (212)
  815-4389

  
	
  Fax:

  	
  (212)
  815-2493

  



 


(e)                                  The
Master Collateral Agent at:


 


388 Greenwich Street


14th Floor


New York, NY 10013


Attention: Agency and Trust Department


 


	
  Phone:

  	
  (212)
  816-5648

  
	
  Fax:

  	
  (212)
  816-5530

  



 


17

















 


(f)                                    The
Servicer at:


 


Vanguard Car
Rental USA Inc.

6929 North Lakewood Avenue

Suite 100

Tulsa, OK  74117

Attn:  Gerard Kennell


 


Any notice,
demand or request hereunder shall be effective only if given in writing and
delivered (i) personally and received by or on behalf of the person to whom
addressed, (ii) by nationally recognized overnight delivery service (such as,
without limitation, Federal Express), (iii) by certified or registered mail,
return receipt requested, postage prepaid, (iv) by electronic instruction
delivered pursuant to any Funds Transfer Protocol made a part of this Escrow
Agreement including by facsimile transmission. Notices, demands and requests
sent in accordance herewith shall be deemed given as of the documented date of
receipt.


 


Section 6.4.            Notice
of Claims Relating to the Escrow Accounts. If the Escrow Agent receives a
written notice signed by or on behalf of either the QI or the Exchangor (or a
third party having knowledge and disclosing to the Escrow Agent reasonably
reliable proof of such matter) advising the Escrow Agent that there is a
pending litigation between the QI and the Exchangor or any other entity
claiming entitlement to the Escrow Funds, (i) the Escrow Agent may, on notice
to the Master Collateral Agent, the Trustee, the QI and the Exchangor, deposit
the Escrow Funds with the clerk of the court in which said litigation is
pending; or (ii) take such affirmative steps as it elects in order to terminate
its duties as escrow holder hereunder, including, without limitation, the
deposit of the Escrow Funds with a court of competent jurisdiction and, if no
action to which the QI and the Exchangor are parties is then pending with
respect to the Escrow Funds, the commencement of an action for interpleader,
the costs thereof to be borne jointly and severally by the QI and the
Exchangor.


 


Section 6.5.            Limitation
of Liabilities; Indemnification. (a)  The parties hereto hereby
acknowledge and agree that the duties of the Escrow Agent hereunder are purely
ministerial, at the request of the QI and the Exchangor and for their
convenience. The Escrow Agent shall not be or be deemed to be the agent or
trustee for the QI or the Exchangor, and neither the QI nor the Exchangor shall
be or be deemed to be the agent or trustee of the Escrow Agent. The QI and the
Exchangor agree that, notwithstanding any provision hereof to the contrary, the
Escrow Agent shall not incur any liability whatsoever for any action taken,
suffered or omitted or for any loss or injury resulting from their respective
actions or their respective performance or lack of performance of their
respective duties hereunder in the absence of gross negligence or willful
misconduct on its part, and do hereby release and waive any claim they may have
against the Escrow Agent, which may result from its performance of its
obligations under this Escrow Agreement other than as a result of gross
negligence or willful misconduct including, but not limited to, a delay in the
electronic wire transfer of, or other delivery of, funds. Without limiting the
generality of the foregoing, the Escrow Agent shall not be


 


18

















 


responsible or
liable in any manner whatsoever for (a) acting in accordance with or relying
upon any instruction, notice, demand, certificate or document from the
Exchangor or the QI or any entity acting on behalf of the Exchangor or the QI
provided for herein, (b) for the acts or omissions in compliance and accordance
with this Escrow Agreement of their respective nominees, correspondents,
designees, agents, subagents or subcustodians, so long as such nominees,
correspondents, designees, agents, subagents or subcustodians are selected with
due care, (c) for the investment or reinvestment of any Escrow Funds held by it
hereunder, in each case in good faith, in accordance with the terms hereof,
including, without limitation, any liability for any delays (not resulting from
its negligence or willful misconduct) in the investment or reinvestment of the
Escrow Funds or any loss of interest incident to any such delays, (d) an amount
in excess of the value of the Escrow Funds valued as of the date of deposit,
(e) the sufficiency, correctness, genuineness, validity or enforceability of
any document or instrument delivered to it, including without limitation, any
fax document or instrument, (f) the form of execution of any such document or
instrument, (g) the apparent identity, authority, or rights of any person
executing or delivering any such document or instrument, (h) the terms and
conditions of any document or instrument pursuant to which the parties may act,
or (i) the validity or effectiveness of any of the transactions, or the
treatment for tax purposes, of any of the transactions contemplated herein, (j)
the sale of the Relinquished Property or the selection or terms of acquisition
of any Replacement Property or other property, or the state of title,
condition, quality or value of any Relinquished Property, Replacement Property
or other property, (k) compliance with or monitoring the requirements of
Section 1031 of the Code and/or Revenue Procedure 2003-39, including, without
limitation, any time periods or notice or performance requirements, or (l) the
treatment for tax purposes (including, without limitation, pursuant to Section
1031 of the Code and/or Revenue Procedure 2003-39) of any Escrow Funds
delivered or held hereunder or the income, interest or other amounts which may
be earned or accrue relative to the Escrow Funds. Subject to Section 5.1(vi)
hereto, the Escrow Agent shall be entitled to rely upon the authenticity of any
signature, including, without limitation, any fax signature, purporting to be
by the QI or the Exchangor received by it relating to this Escrow Agreement.


 


(b)           The
Exchangor shall, and hereby does indemnify, protect, save, defend and hold
harmless the Escrow Agent and its respective officers, directors, employees,
agents and attorneys from and against all claims, loss, damage and costs,
including, but not limited to, reasonable attorney’s fees, incurred in
connection with the performance of the Escrow Agent’s duties hereunder
(including, without limitation, such reasonable legal fees and court costs as
may be incurred by the Escrow Agent pursuant to this Escrow Agreement), except
with respect to acts involving gross negligence or willful misconduct on the
part of the Escrow Agent (and then only to the extent attributable to the same).
Anything in this Escrow Agreement to the contrary notwithstanding, in no event
shall the Escrow Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Escrow Agent has been advised of the likelihood of such loss or damage
and regardless


 


19

















 


of the form of
action. The provisions of this Section 6.5(b) shall survive the
termination of this Escrow Agreement.


 


(c)           The
Escrow Agent may consult with legal counsel of its own choosing, at the
reasonable expense of the Exchangor, as to any matter relating to this Escrow
Agreement, and the Escrow Agent shall not incur any liability in acting in good
faith in accordance with any advice from such counsel.


 


(d)           The
Escrow Agent shall not be required to give any bond or other security hereunder.
The QI and the Exchangor hereby acknowledge that the Escrow Agent shall not
have any liability for any loss, cost or damage that the QI or the Exchangor or
any other person or entity may sustain by reason of the failure to pay,
default, insolvency or bankruptcy of any entity or investment in which the
Escrow Funds may have been invested or deposited which prevents or delays
payment of the Escrow Funds or any interest, income or other amount earned or
accrued thereon as herein provided.


 


(e)           The
Escrow Agent has executed this Escrow Agreement for the sole purpose of
agreeing to act as such in accordance with the terms and conditions of this
Escrow Agreement. The recitals contained herein shall be taken as the
statements of the QI and the Exchangor and shall not be deemed representations
or warranties of the Escrow Agent.


 


Section 6.6.            Entire
Agreement. This Escrow Agreement, the Master Exchange Agreement and the
other agreements referenced herein and in the Master Exchange Agreement contain
the entire agreement between the parties relative to the subject matter hereof
and there are no verbal or collateral understandings, agreements,
representations or warranties not expressly set forth herein. This Escrow Agreement
may not be assigned, modified, or amended except by writing executed by the
parties hereto and satisfaction of the Rating Agency Confirmation Condition. No
change or amendment of this Escrow Agreement affecting the rights, duties, or
liability of a party hereto shall be binding upon such party, unless agreed to
in writing signed by such party.


 


Section 6.7.            Counterparts.
This Escrow Agreement may be executed in any number of counterparts, and such
counterparts, taken together, shall constitute one and the same instrument.


 


Section 6.8.            No
Third Party Beneficiaries. Except as provided in this Section 6.8,
the terms and provisions of this Escrow Agreement shall give rise to no right
in any person, firm or corporation other than the parties hereto and their
respective successors and assigns, and no other person or entity shall have the
right to enforce or benefit from the terms hereof. To secure Alamo LP’s
obligations under the Base Indenture, as supplemented by the LKE Supplements
thereto, Alamo LP has pledged, assigned, conveyed, delivered, transferred and
set over to the Master Collateral Agent a security interest in all of its
right, title and interest in, to and under this Escrow Agreement, including any
amendments hereto, all monies due and to become due to Alamo LP


 


20

















 


hereunder,
whether such amounts are released from the Joint Collection Account by the QI
and payable to Alamo LP or payable as damages for breach of this Escrow
Agreement or otherwise, and all other property released or to be released by
the QI to Alamo LP hereunder and all rights to compel performance and otherwise
exercise remedies hereunder.


 


Section 6.9.            Authorization.
The persons signing this Escrow Agreement and any accompanying exhibits each
represent and warrant that they have the power and authority to do so and have
been duly authorized to execute and deliver this Escrow Agreement and any
accompanying exhibits on behalf of the party for whom they are so executing and
delivering the same.


 


Section 6.10.          Termination.
Upon delivery of all of the Escrow Funds and all interest earned thereon as
required or permitted hereunder and following written notice to each of the
Escrow Agent, the Master Collateral Agent and the Trustee from the Exchangor of
the termination of this Escrow Agreement, the Escrow Agent shall be relieved
and discharged from all obligations and liabilities hereunder with respect
thereto and this Escrow Agreement shall thereupon be deemed terminated.


 


Notwithstanding
any provision herein to the contrary, the Escrow Agent shall have the right to
terminate this Escrow Agreement at any time (the “Termination Date”)
prior to complete disbursement of all of the Escrow Funds upon not less than
ninety (90) Business Days’ notice to the QI, the Exchangor, the Master
Collateral Agent and the Trustee, provided, however, that (i) if
a notice to disburse the Escrow Funds pursuant to Section 5.1 hereof is
received by the Escrow Agent and such disbursement is to occur prior to the
Termination Date, then the Escrow Agent will comply with the terms of this
Escrow Agreement and make such disbursement pursuant hereto and (ii) in the
event that any party hereto terminates this Agreement, such party shall not do
so in a manner that causes a pending Master Exchange not to qualify under
Section 1031 of the Code or in a manner that would violate Sections
1.1031(k)-1(g)(4)(ii) or (g)(6) of the Treasury Regulations or Revenue
Procedure 2003-39. If the Escrow Agent gives notice setting a Termination Date,
the Exchangor and the QI may, at their option and provided that the Rating
Agency Confirmation Condition is satisfied with respect thereto, appoint one or
more new escrow agents pursuant to an escrow agreement substantially in the
form of this Escrow Agreement and, provided the Escrow Agent shall receive an
instruction substantially in the form of Exhibit E hereto not less than
two (2) Business Days prior to the Termination Date, the Escrow Agent shall
deliver the Escrow Funds in accordance with such instruction.


 


Section 6.11.          No
Discretion. The Escrow Agent may act through agents or attorneys-in-fact,
by and under a power of attorney duly executed by the Escrow Agent in carrying
out any of the powers and duties pursuant to this Escrow Agreement, subject to clause
(b) of Section 6.5(a) hereof. The Escrow Agent shall not be required
to exercise any discretion hereunder.


 


21

















 


Section 6.12.          CHOICE
OF LAW. THIS ESCROW AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO UNDER THIS ESCROW AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING
IN ANY WAY TO THIS ESCROW AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. VENUE SHALL BE
IN ANY FEDERAL OR STATE COURT IN THE STATE OF NEW YORK.


 


Section 6.13.          JURY
TRIAL WAIVER. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
THEIR RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM THE
SUBJECT MATTER OF THIS ESCROW AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.


 


Section 6.14.          Certain
Bankruptcy Events. If the Escrow Agent:


 


(a)           suffers
the entry against it of a judgment, decree or order for relief by a court of
competent jurisdiction or any regulatory agency in an involuntary proceeding
commenced under any applicable insolvency, receivership or other similar law of
any jurisdiction now or hereafter in effect, or has any such proceeding
commenced against it which remains undismissed for a period of thirty (30)
days, or


 


(b)           commences
a voluntary case under any applicable bankruptcy, insolvency, receivership or
similar law now or hereafter in effect; or applies for or consents to the entry
of an order for relief in an involuntary case under any such law; or makes a
general assignment for the benefit of creditors; or fails generally to pay (or
admits in writing its inability to pay) its debts as such debts become due; or
takes corporate or other action to authorize any of the foregoing, then


 


the Exchangor
may, immediately upon notice to the QI, the Master Collateral Agent, the
Trustee and the Escrow Agent, appoint, or cause the QI to appoint, a successor
and upon such appointment such successor shall be vested with all title,
estate, rights, obligations and powers conveyed to the Escrow Agent hereunder,
subject to the terms and conditions hereof.


 


Section 6.15.          Force
Majeure. No party to this Escrow Agreement is liable to any other party for
losses due to its inability to perform its obligations under the terms of this
Escrow Agreement due to acts of God, war, terrorism, fire, floods, strikes,
equipment or transmission failure or other causes so long as any such causes
are reasonably beyond its control.


 


Section 6.16.          Treasury
Regulations Disclosure Requirements. The Exchangor represents that it does
not intend to treat any transaction contemplated by this Escrow Agreement as a
reportable transaction within the meaning of Section 1.6011-4 of the Treasury
Regulations, and without limiting the foregoing, will fully comply with the
filing and reporting requirements applicable to like-kind exchanges, including
any


 


22

















 


requirement in
applicable regulations and forms. In the event that the Exchangor determines to
take any action inconsistent with such intention, the Exchangor will promptly
notify the QI, and the Exchangor acknowledges that in this event, any other
party to this Escrow Agreement may treat the transaction as subject to Section
301.6112-1 of the Treasury Regulations, and maintain the investor list and
other records required by such Treasury Regulation.


 


Section 6.17.          Power
of Attorney. Alamo LP shall execute on the date hereof a power of attorney
substantially in the form of Exhibit F hereto, pursuant to which
Vanguard may exercise any of Alamo LP’s rights under this Escrow Agreement,
including but not limited to the right to execute any and all documents
pertaining to the transfer or release of Escrow Funds and to terminate the
Escrow Agreement.


 


Section 6.18.          No
Petitions. (a)  Each of the Escrow
Agent, the QI and Vanguard hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of all of the Notes, it
will not institute against, or join any other Person in instituting against,
Alamo LP, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the
United States or any state of the United States. In the event that the Escrow
Agent, the QI or Vanguard takes action in violation of this Section 6.18,
Alamo LP agrees, for the benefit of the secured parties under the Base
Indenture, as supplemented by the LKE Supplements thereto, that it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by the Escrow Agent, the QI or Vanguard, as applicable, against
Alamo LP or the commencement of such action and raise the defense that the
Escrow Agent, the QI and Vanguard, as applicable, 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.


 


(b)  Each of the Escrow Agent, Alamo LP and
Vanguard hereby covenants and agrees that, prior to the date which is one year
and one day after the payment in full of all of the Notes, it will not
institute against, or join any other Person in instituting against, the QI, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States. In the event that the Escrow Agent, Alamo LP or Vanguard
takes action in violation of this Section 6.18, the QI agrees, for the
benefit of the secured parties under the Base Indenture, as supplemented by the
LKE Supplements thereto, that it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such a petition by the Escrow
Agent, Alamo LP or Vanguard, as applicable, against the QI or the commencement
of such action and raise the defense that the Escrow Agent, Alamo LP and
Vanguard, as applicable, 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.


 


Section 6.19.          Waiver
of Setoff. The Escrow Agent agrees that all monies, checks, instruments and
other items of payment deposited into the Escrow Accounts shall not be subject
to deduction, setoff, banker’s lien, or any other right in favor of any


 


23

















 


Person, except
that the Escrow Agent may setoff (i) any checks credited to the Escrow Accounts
and thereafter returned unpaid because of uncollected or insufficient funds and
(ii) items, including, without limitation any Automated Clearing House
transactions, which are returned for any reason or any adjustments.


 


Section 6.20.          No
Recourse. The obligations of Alamo LP under this Escrow Agreement are
solely the obligations of Alamo LP. No recourse shall be had for the payment of
any amount owing in respect of any fee hereunder or any other obligation or
claim arising out of or based upon this Escrow Agreement against any manager,
partner, employee, officer or director of Alamo LP. Fees, expenses, costs and
indemnities payable by Alamo LP hereunder shall be payable by Alamo LP to the
extent and only to the extent that Alamo LP is reimbursed therefor. No amounts
owing hereunder by Alamo LP shall constitute a “claim” for purposes of the
Bankruptcy Code.


 


Section 6.21.          Electronic
Documentation. Each of the parties hereto agrees that any instruction
required to be delivered in the form of Exhibit A, Exhibit B or Exhibit D may
be provided in an electronic form so long as the form of electronic
documentation used is sufficient to constitute a legal and binding instruction.


 


Section 6.22.          Escrow
Agreement Constitutes a Collateral Agreement. This Escrow Agreement is
entered into in connection with the issuance and purchase of the Notes and
relates to the Leases and the Vehicles. This Escrow Agreement shall constitute
a Collateral Agreement under the Base Indenture, including, without limitation,
for the purposes of Sections 8.24 and 12.2 thereof.


 


Section 6.23.          Master
Servicer to Act. The Master Servicer may act on behalf of the Exchangor
hereunder.


 


(signature page follows)


 


24

















 


IN
WITNESS WHEREOF, the parties have executed this Escrow
Agreement on the day and year first above written.


 


	
   

  	
  Qualified
  Intermediary:

  
	
   

  	
   

  
	
   

  	
  CAR FOR A
  CAR, CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  P. Lopriore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William P.
  Lopriore, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Senior vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Exchangor:

  
	
   

  	
   

  
	
   

  	
  ALAMO
  FINANCING L.P.

  
	
   

  	
   

  
	
   

  	
  By: ALAMO
  FINANCING L.L.C., as its

  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
   

  	
  Print Name:
  Jill A. Gordon

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
  Fed. ID #:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Escrow Agent:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  P. Lopriore

  	
   

  
	
   

  	
   

  	
  Print Name:
  William P. Lopriore, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Servicer:

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR
  RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard
  J. Kennell

  	
   

  
	
   

  	
   

  	
  Print
  Name:Gerard J. Kennell

  
	
   

  	
   

  	
  Title:
  Senior Vice President & Treasurer

  
					



 


[Escrow Agreement]