Standard Contracts
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • February 10th, 2020 • DPW Holdings, Inc. • Electronic components, nec • New York
Contract Type FiledFebruary 10th, 2020 Company Industry JurisdictionThis MASTER EXCHANGE AGREEMENT (this “Agreement”), is dated as of February 10, 2020, by and between DPW Holdings, Inc., a Delaware corporation, with headquarters located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663 (the “Company”) and Esousa Holdings LLC, a New York limited liability company (the “Creditor”).
EX-4.1 5 a16-14596_1ex4d1.htm EX-4.1 EXECUTION VERSION FOURTH AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of June 30, 2016 among THE HERTZ CORPORATION, as a Legal Entity and Exchangor, HERTZ VEHICLE FINANCING LLC, as a Legal Entity and...Master Exchange Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionThis FOURTH AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (as may be amended, restated or otherwise modified in accordance with the terms hereof, this “Agreement”) is entered into as of June 30, 2016, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), DB SERVICES AMERICAS, INC., a Delaware limited liability company (“DB Services”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”) and HERTZ CAR SALES LLC (“HCS”), a Delaware limited liability company.
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionTHIS MASTER LIKE-KIND EXCHANGE AGREEMENT (“Agreement”) is made as of January 1, 2009 by and among United Rentals Exchange, LLC, a Delaware limited liability company as Qualified Intermediary (“Qualified Intermediary” or “QI”), IPX1031 LLC, a Delaware limited liability company, (“Owner”), United Rentals (North America), Inc. a Delaware corporation (“URNA”) and United Rentals Northwest, Inc., an Oregon corporation (“URNW” and, together with URNA, the “Exchangers”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • July 30th, 2010 • Camden Property Trust • Real estate investment trusts • Texas
Contract Type FiledJuly 30th, 2010 Company Industry JurisdictionThis Amendment No. 1 to the Amended and Restated Master Exchange Agreement (this “Amendment”) is made by Camden Property Trust (the “Company”) and is effective as of the date on which it is approved and adopted by the Compensation Committee of the Board of Trust Managers of the Company.
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • July 12th, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
Contract Type FiledJuly 12th, 2021 Company Industry JurisdictionTHIS MASTER EXCHANGE AGREEMENT (this “Agreement”), dated as of July 9, 2021, by and among Net Element, Inc., a Delaware corporation, with headquarters located at 3363 NE 163rd Street, Suite 605, North Miami Beach, Florida (the “Company”) and ESOUSA Holdings, LLC, a New York limited liability company (the “Creditor”).
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of January 26, 2007 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. and J.P. MORGAN PROPERTY HOLDINGS LLCMaster Exchange Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
Contract Type FiledMarch 30th, 2007 Company Industry JurisdictionThis AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 26, 2007, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. MORGAN PROPERTY HOLDINGS LLC, a Delaware limited liability company (“Property Holdings”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • November 30th, 2007 • Camden Property Trust • Real estate investment trusts • Texas
Contract Type FiledNovember 30th, 2007 Company Industry JurisdictionThis Amendment No. 1 to the Amended and Restated Master Exchange Agreement (this “Amendment”) is made by Camden Property Trust (the “Company”) and is effective as of the date on which it is approved and adopted by the Compensation Committee of the Board of Trust Managers of the Company.
ContractMaster Exchange Agreement • March 12th, 2004 • Camden Property Trust • Real estate investment trusts • Texas
Contract Type FiledMarch 12th, 2004 Company Industry JurisdictionEXHIBIT 10.7 FORM OF AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (TRUST MANAGERS) This Amended and Restated Master Exchange Agreement dated November 30, 2003 (this "Agreement"), is made by _____________________________________ (the "Recipient") and Camden Property Trust (the "Company"). WHEREAS, pursuant to that certain Master Exchange Agreement dated _____________ by and between the Recipient and the Company and that certain Master Exchange Agreement dated ____________ by and between the Recipient and the Company (collectively, the “Master Exchange Agreements”), the Recipient exchanged his right to receive unvested Restricted Shares (the “Restricted Shares”) for those certain Rights to Repurchase described in Exhibit A hereto (the “Original Rights to Repurchase”); and WHEREAS, the Recipient and the Company desire to (i) exchange the Original Rights to Repurchase for (A) the Rights to Repurchase described in Exhibit B hereto subject to the provisions hereof (the “Modified
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • May 17th, 2007 • FP Technology, Inc. • Services-advertising • New York
Contract Type FiledMay 17th, 2007 Company Industry JurisdictionThis Master Exchange Agreement (this “Agreement”) is dated as of January 24, 2007 by and among FP Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMEMDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • July 22nd, 2020 • DPW Holdings, Inc. • Electronic components, nec
Contract Type FiledJuly 22nd, 2020 Company IndustryThis amendment (the “Amendment”) to the Master Exchange Agreement dated as of February 10, 2020 (the “Agreement”), entered into by and between DPW Holdings, Inc. (“DPW”) and Esousa Holdings LLC (“Esousa”). All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.
Exhibit No. Description Filed Herewith or Incorporated Herein by Reference (1)Master Exchange Agreement • March 26th, 2014
Contract Type FiledMarch 26th, 2014
THIRD AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
Contract Type FiledDecember 9th, 2022 Company JurisdictionTHIS THIRD AMENDMENT is dated as of August 10, 2018 (this “ Third Amendment ”), and amends in part that certain MASTER EXCHANGE AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), and further amended by the First Amendment thereto, dated April 30, 2018 (the “ First Amendment ”), and the Second Amendment thereto, dated June 29, 2018 (the “ Second Amendment ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts. Capitalized terms used but not defin
MASTER EXCHANGE AGREEMENT Dated as of March 7, 2006 by and among PHH FUNDING, LLC CHESAPEAKE FINANCE HOLDINGS LLC D.L. PETERSON TRUSTMaster Exchange Agreement • March 13th, 2006 • PHH Corp • Miscellaneous business credit institution • New York
Contract Type FiledMarch 13th, 2006 Company Industry JurisdictionThis MASTER EXCHANGE AGREEMENT (“Agreement”) is entered into as of March 7, 2006, by and among PHH FUNDING, LLC, a Delaware limited liability company, (“PHF”), CHESAPEAKE FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and D.L. PETERSON TRUST, a Delaware statutory trust (“D.L. Peterson” and collectively with Holdings, the “Exchangor”).
SECOND AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • August 5th, 2020 • Net Element, Inc. • Services-computer processing & data preparation • New York
Contract Type FiledAugust 5th, 2020 Company Industry JurisdictionWHEREAS, Net Element, Inc., a Delaware corporation (the “Company”), and ESOUSA Holdings, LLC, a New York limited liability company (the “Creditor”), are parties to that certain Master Exchange Agreement, dated as of March 27, 2020 and as amended effective as of April 23, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT by and among GWG HOLDINGS, INC., GWG LIFE, LLC, THE BENEFICIENT COMPANY GROUP, L.P., MHT FINANCIAL SPV, LLC, and EACH SELLER EXCHANGE TRUST LISTED IN SCHEDULE I HERETOMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
Contract Type FiledDecember 9th, 2022 Company JurisdictionThis Amended and Restated Master Exchange Agreement (this “ Agreement” ), effective as of January 12, 2018, amends and restates in its entirety that certain Master Exchange Agreement dated as of January 12, 2018, by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG (“ GWG LIFE ”), THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership (the “ Company ”), MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C. (“ MHT SPV ”), and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Closing, each a “ Seller Trust ” and collectively the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the “ Trust Advisors ”).
AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • March 8th, 2017 • Net Element, Inc. • Services-computer processing & data preparation • New York
Contract Type FiledMarch 8th, 2017 Company Industry JurisdictionWHEREAS, Net Element, Inc., a Delaware corporation (the “Company”), and Crede CG III, Ltd., an exempted company incorporated under the laws of Bermuda (the “Creditor”), are parties to that certain Master Exchange Agreement, dated as of May 2, 2016 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 19th, 2024 • Alliancebernstein L.P. • Investment advice • Delaware
Contract Type FiledDecember 19th, 2024 Company Industry JurisdictionThis master exchange agreement (this “Agreement”) is entered into as of December 19, 2024, between AllianceBernstein L.P., a Delaware limited partnership (“AB”), and Equitable Holdings, Inc., a Delaware corporation (“EQH”).
SECOND AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
Contract Type FiledDecember 9th, 2022 Company JurisdictionTHIS SECOND AMENDMENT is dated as of June 29, 2018 (this “ Second Amendment ”), and amends in part that certain MASTER EXCHANGE AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018, and further amended by the First Amendment thereto, dated April 30, 2018 (the “ Agreement ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“GWG”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
AMENDMENT NO. 1 TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 14th, 2016 • Uranium Resources Inc /De/ • Metal mining
Contract Type FiledDecember 14th, 2016 Company IndustryAMENDMENT NO. 1 TO MASTER EXCHANGE AGREEMENT, dated as of December 14, 2016 (this “Amendment”), by and between Uranium Resources, Inc., a Delaware corporation, with headquarters located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112 (the “Company”) and Esousa Holdings LLC, a New York limited liability company (the “Creditor”), to the Master Exchange Agreement, dated December 5, 2016 (the “Agreement”), by and between the Company and the Creditor. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
EXHIBIT 10.15 MASTER EXCHANGE AGREEMENT This Agreement is entered into this ____ day of ___________, 199__ by and between _____________________________ ("Recipient") and Camden Property Trust (the "Company"). WHEREAS, pursuant to the 1993 Share...Master Exchange Agreement • March 28th, 1997 • Camden Property Trust • Real estate investment trusts • Texas
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
FIRST AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 9th, 2022 • Beneficient Co Group, L.P. • Delaware
Contract Type FiledDecember 9th, 2022 Company JurisdictionTHIS FIRST AMENDMENT is dated as of April 30, 2018 (this “ Amendment ”), and amends in part that certain MASTER EXCHANGE AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “ Agreement ”), by and among GWG HOLDINGS, INC., a Delaware corporation (“ GWG ”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “ Seller Trusts ”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
1 EXHIBIT 10.16 MASTER EXCHANGE AGREEMENT This Agreement is entered into this 7th day of November 1997 by and between _____________ ("Recipient") and Camden Property Trust (the "Company") and modifies the Master Exchange Agreement dated 31 January...Master Exchange Agreement • February 6th, 1998 • Camden Property Trust • Real estate investment trusts • Texas
Contract Type FiledFebruary 6th, 1998 Company Industry Jurisdiction
Page SECTION I: DEFINITIONS ......................................................... Section 1.1 Definitions ......................................... SECTION II: APPOINTMENT AND DUTIES OF THE INTERMEDIARY .......................... Section 2.1...Master Exchange Agreement • March 29th, 2002 • Avis Group Holdings Inc • Services-auto rental & leasing (no drivers)
Contract Type FiledMarch 29th, 2002 Company Industry
FIRST AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • May 11th, 2018 • GWG Holdings, Inc. • Life insurance • Delaware
Contract Type FiledMay 11th, 2018 Company Industry JurisdictionTHIS FIRST AMENDMENT is dated as of April 30, 2018 (this “Amendment”), and amends in part that certain Master Exchange Agreement, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “Agreement”), by and among GWG HOLDINGS, INC., a Delaware corporation (“GWG”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “Seller Trusts”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
THIRD AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • August 14th, 2018 • GWG Holdings, Inc. • Life insurance • Delaware
Contract Type FiledAugust 14th, 2018 Company Industry JurisdictionTHIS THIRD AMENDMENT is dated as of August 10, 2018 (this “Third Amendment”), and amends in part that certain Master Exchange Agreement, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the “Agreement”), and further amended by the First Amendment thereto, dated April 30, 2018 (the “First Amendment”), and the Second Amendment thereto, dated June 29, 2018 (the “Second Amendment”), by and among GWG HOLDINGS, INC., a Delaware corporation (“GWG”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “Seller Trusts”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein sh
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • December 12th, 2017 • Lm Funding America, Inc. • Finance services • New York
Contract Type FiledDecember 12th, 2017 Company Industry JurisdictionThis MASTER EXCHANGE AGREEMENT (this “Agreement”), is dated as of December 11, 2017, by and among LM Funding America, Inc., a Delaware corporation, with headquarters located at 302 Knights Run Avenue Suite 1000, Tampa, Florida (the “Company”) and Esousa Holdings LLC, a New York limited liability company (the “Creditor”).
ContractMaster Exchange Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
Contract Type FiledMarch 3rd, 2009 Company Industry JurisdictionAMENDMENT NO. 1 (this “Amendment”) dated as of January 30, 2009, to the AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of January 26, 2007 (the “Master Exchange Agreement”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”) and DB SERVICES TENNESSEE, INC., a Delaware corporation (“Deutsche Bank”).
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • March 31st, 2009 • Arcadia Resources, Inc • Services-personal services • New York
Contract Type FiledMarch 31st, 2009 Company Industry JurisdictionArcadia Resources, Inc., a corporation organized and existing under the laws of the State of Nevada (USA), whose principal place of business is located at 9229 Delegates Row, Suite 260, Indianapolis, IN 46240 (“Arcadia”)
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • May 11th, 2018 • GWG Holdings, Inc. • Life insurance • Delaware
Contract Type FiledMay 11th, 2018 Company Industry Jurisdiction
MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • January 25th, 2007 • FP Technology, Inc. • Services-advertising • New York
Contract Type FiledJanuary 25th, 2007 Company Industry JurisdictionThis Master Exchange Agreement (this “Agreement”) is dated as of January 24, 2007 by and among FP Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECOND AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • August 14th, 2018 • GWG Holdings, Inc. • Life insurance • Delaware
Contract Type FiledAugust 14th, 2018 Company Industry JurisdictionTHIS SECOND AMENDMENT is dated as of June 29, 2018 (this “Second Amendment”), and amends in part that certain MASTER EXCHANGE AGREEMENT, as amended and restated on January 18, 2018 with effect as of January 12, 2018, and further amended by the First Amendment thereto, dated April 30, 2018 (the “Agreement”), by and among GWG HOLDINGS, INC., a Delaware corporation (“GWG”), GWG LIFE, LLC, a Delaware limited liability company and wholly owned Subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the “Seller Trusts”), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
AMENDMENT TO MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • April 24th, 2020 • Net Element, Inc. • Services-computer processing & data preparation • New York
Contract Type FiledApril 24th, 2020 Company Industry JurisdictionWHEREAS, Net Element, Inc., a Delaware corporation (the “Company”), and ESOUSA Holdings, LLC, a New York limited liability company (the “Creditor”), are parties to that certain Master Exchange Agreement, dated as of March 27, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of April 13, 2006 among Car for a Car, Corp., Alamo Financing L.P. and Vanguard Car Rental USA Inc.Master Exchange Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
Contract Type FiledAugust 2nd, 2006 Company JurisdictionThis AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (this “Agreement”) is entered into as of April 13, 2006, by and among, Car for a Car, Corp., a Delaware corporation (the “QI” or the “Intermediary”), 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”).