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

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

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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1.	General Terms and Conditions:

a.	GM shall make available 2014 Model Year vehicles under the terms and conditions of GM's 2014 Model Year Daily Rental Purchase Program. (Refer to Attachment 1.)

b.	ABG agrees to purchase or lease these GM vehicles from GM dealers in a mix which includes mostly GM's higher priced models. (Refer to Attachment 1A.)

c.	GM or its subsidiaries shall purchase tendered 2014 Model Year vehicles from ABG that qualify for purchase under the terms and conditions of GM's 2014 MY Daily Rental Purchase Program. (Refer to Attachment 1.)

2.	YT1 Flat Rate Program:

a.	GM shall make available the YT1 Flat Rate Program for the vehicles noted in Attachment 3.

b.	YT1 Program volume must not exceed the volume and mix detailed in Attachment 3.

c.	All program parameters and rates for the YT1 Flat Rate Program are detailed in Attachment 1D.

d.	[*REDACTED*] units ordered with YT1 will receive [*REDACTED*] as detailed in Attachment 1D. [*REDACTED*].

e.	This program is subject to the terms and conditions in Section 1 and those on Attachment 1.

3.	YT6 Flat Rate Program:

a.	GM shall make available the YT6 Flat Rate Program for the vehicles noted in Attachment 3.

b.	YT6 Program volume must not exceed the volume and mix detailed in Attachment 3.

c.	All program parameters and rates for the YT6 Flat Rate Program are detailed in Attachment 1E.

d.	[*REDACTED*] units ordered with YT6 will receive [*REDACTED*] as detailed in Attachment 1E. [*REDACTED*].

e.	ABG agrees that no more than [*REDACTED*] of the total YT6 Program volume, by model, will be returned (as measured by the acceptance date in RIMS) between October 1 and December 31 in any given calendar year. ABG will reimburse GM at a rate of [*REDACTED*] per unit on all returned units in excess of the [*REDACTED*] limit.

f.	This program is subject to the terms and conditions in Section 1 and those on Attachment 1.

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4.	Daily Rental Purchase Program Matrix Incentives:

a.

As long as ABG is compliant with its obligations under this Agreement to purchase, promote, and service the number of 2014 Model Year vehicles, and in the vehicle mix as described in Attachment 3, GM will provide ABG with a Matrix Incentive as detailed in Attachment 3. The Matrix Incentive will be in addition to any other incentives available under the terms and conditions of GM's 2014 Model Year Daily Rental Purchase Program (Attachment 1).

b.	Payment of the Matrix Incentive will be made upon submission of such vehicles in accordance with Attachment 4.

5.	ABG will provide to GM, at the beginning of each month, a four month schedule of anticipated vehicle returns. The schedule will breakout the vehicle returns by site for the current month, as well as for the subsequent three months. Submission of the information described in this section is a condition to receiving incentives under this Agreement.

6.	[*REDACTED*] Program:

a.	GM shall offer ABG participation in the 2014 Model Year [*REDACTED*] Program. (Refer to Attachment 1R).

b.	GM agrees to pay the [*REDACTED*] detailed in Attachment 3. These amounts will be in addition to [*REDACTED*] under the terms and conditions of GM's 2014 Model Year Daily Rental Purchase Program.

c.	The payments will be made on a quarterly basis, in the months of March, June, September and December, and in accordance with the terms set forth in Attachment 4.

7.	General Terms and Conditions:

a.	GM agrees to offer ABG 2014 Model Year vehicles under the terms and conditions of GM's 2014 MY National Fleet Risk Purchase Program. (Refer to Attachment 2.)

b.	ABG will purchase or lease from GM dealers a minimum quantity of 2014 Model Year vehicles at the agreed upon mix. (Refer to Attachment 2A.)

8.	National Fleet Risk Purchase Program Risk Incentives:

a.

As long as ABG is compliant with its obligations under this Agreement to purchase the number of units and in the mix described in Attachment 2A, GM will provide ABG with the Risk Incentives detailed in Attachment 2A. The Risk Incentives will be in addition to any incentives due under the terms and conditions of GM's 2014 MY National Fleet Risk Purchase Program (Attachment 2). These Risk Incentives are in lieu of all other retail sales and fleet incentives.

b.	All uplevel minimum equipment incentives will be paid in September 2014 after purchase requirements have been verified by GM. (Refer to Attachment 2A.)

c.	Payment of these incentives will be made upon submission of such vehicles in accordance with Attachment 4.

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9.	2014 Model Year Volume Bonus:

a.	GM shall offer ABG a Model Year Volume Bonus for all 2014 Model Year units acquired under GM's 2014 MY Daily Rental Purchase Program (Attachment 1) and GM's 2014 MY National Fleet Risk Program (Attachment 2).

b.	GM will pay ABG the 2014 Model Year Volume Bonus amounts detailed in Attachments 2A and 3.

c.	The Model Year Volume Bonus is payable in September 2014, per the terms set forth in Attachment 4, excluding the electronic VIN submission to RIMS.

d.	The total agreed upon volume, as detailed in Attachment 3, must be entered into VOMS no later than April 20, 2014.

e.

All vehicle minimum equipment requirements must be met by carline and by program (VN9 or VX7) per the terms of the Minimum Equipment Requirements (Attachments 1A and 2A). If the Minimum Equipment Requirements are not met for the carline, the entire Model Year Bonus for such carline will be forfeited for all volume purchased under that program. As an example, if Minimum Equipment Requirements are not met for Impala models, then the bonus for all Impala models sold under the VN9 program will be forfeited.

10.

In the event ABG chooses to cancel any order placed by ABG through GM dealers, at event code 3000 or later, GM will assess a fee of [*REDACTED*] per vehicle to be paid to GM upon demand. This fee will be waived if the current production week has been delayed more than three weeks from the original scheduled production week. Further, this fee will not apply if ABG chooses to redirect the shipment of any vehicles in event code 3000.

11.

All volume and mix requirements are subject to reasonable minor adjustments based upon mutual agreement of the parties. The present agreed upon production timing is detailed in Attachment 3A by month, by brand and by program. However, if either party cannot fulfill any terms of this Agreement due to events beyond its control, such as acts of God, labor disputes, and severe economic downturns, the party affected by the event shall promptly notify the other party and the parties will enter negotiations with the intent of minimizing the impact of the event on the business contemplated under this Agreement.

12.

ABG will place orders no more than [*REDACTED*] or less than [*REDACTED*] of a month's production in any week provided GM can make such a production commitment. After two weeks of moving orders to event code 3000 for a given production period the orders will be deemed to comply with the limitation indicated above. All vehicle minimum equipment requirements will be placed for production on a monthly basis. Any vehicles which do not meet the minimum equipment requirements will not be paid the Model Year Bonus as provided in Section 9(e).

13.

ABG agrees that in all advertising and promotional materials, developed for its Avis brand during the 2014 Model Year (September 1, 2013 through August 31, 2014), Avis advertising will feature only GM products where any vehicle is featured or promoted. It is understood that vehicles will be moved between Rent A Car brands owned by ABG (i.e.“Avis” and ”Budget”). When Avis advertising or promotional materials feature or promote a vehicle, a GM product shall be featured and promoted provided GM manufactures a vehicle in the advertised segment with a tag line substantially similar to the following:

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14.	If ABG purchases an existing Avis Licensee or substantially all of the assets of an existing Avis Licensee during the 2014 Model Year, and such existing Avis Licensee is a

15.

If ABG purchases an existing Budget Licensee or substantially all of the assets of an existing licensee during the 2014 Model Year, and such existing Budget Licensee is a participating Budget Licensee under the terms of the Agreement between the Car Rental Licensee Association and GM for the 2014 Model Year, then GM agrees to accept an assignment to ABG of the purchase volume, mix, and monies identified in the Participation Form executed by the Participating Budget Licensee under the Car Rental Licensee Association Agreement, as long as an agreement is signed by the existing Budget Licensee, the Car Rental Licensee Association, if applicable, and ABG, and is in a form acceptable to GM.

16.

Notwithstanding anything to the contrary contained in this Agreement (including in the attachments hereto), no vehicle shall be accepted for return by GM or its agent until such time as the title to such vehicle has been assigned and/or transferred on behalf of ABG upon the sale of such vehicle to an automotive dealer or the purchase of such vehicle by GM following the transfer of such vehicle from the Daily Rental Guaranteed Residual Program to the Daily Rental Acquisition Program. For the avoidance of doubt, Form AD006 shall evidence a conditional acceptance of vehicles turned in by ABG. References to acceptance in the attachments hereto refer to such conditional acceptance evidenced by Form AD006.

17.

ABG shall retain any documents or records relevant to vehicles purchased under this Agreement or any GM program and/or claims submitted for payment under this Agreement or any other GM program for two years after the close of the program. ABG agrees to permit any designated representative of GM to examine, audit, and take copies of any accounts and records ABG is to maintain under this Agreement. ABG agrees to make such accounts and records readily available at its facilities during regular business hours. GM agrees to furnish ABG with a list of any reproduced records.

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18.

Part of the consideration for ABG's entry into this Agreement is GM or its subsidiary's continuing obligation to purchase vehicles from ABG in accordance with the terms of GM or its subsidiary's 2014 Model Year Daily Rental Purchase Programs. Accordingly, it shall be a condition of ABG's obligations to purchase vehicles under this 2014 Model Year Daily Rental Purchase Program Agreement that GM or its subsidiary performs its vehicle purchase obligations in all material respects with respect to eligible vehicles tendered by ABG under the terms of GM or its subsidiary's 2014 Model Year Purchase Programs.

19.	GM shall make available to ABG a daily rental purchase program for the [*REDACTED*] Model Years (refer to Attachment 7).

20.

ABG agrees that it shall hold harmless GM, its subsidiaries, affiliates, or agents (collectively, the “Indemnified Parties”) from any and all liabilities arising from making available auctions which it may sponsor, promote, organize, or otherwise create as a facility for sale of vehicles by an authorized auctioneer for the benefit of ABG, except for the gross negligence or intentional misconduct by any of the Indemnified Parties.

21.

ABG and its subsidiaries AESOP Leasing L.P. (“AESOP Leasing”), Avis Rent A Car System, LLC. (“Avis”) and Budget Rent A Car System, Inc. (“Budget”) have engaged AESOP Exchange Corporation as a qualified intermediary (“QI”) for the purpose of facilitating a like kind exchange program under Section 1031 of the Internal Revenue Code of 1986, as amended. As such, ABG, AESOP Leasing, Avis and Budget have assigned to AESOP Exchange Corporation, acting in its capacity as QI, all of their rights, but not their obligations, in any existing manufacturer purchase agreements they may have with GM either for the purchase of replacement vehicles or after a qualifier term of use for the purchase of relinquished vehicles. This applies to all future purchases of replacement vehicles or relinquished vehicles unless specifically excluded in writing.

22.

This Agreement is confidential between the Parties (ABG and GM) and is intended for the sole use of ABG and GM. This Agreement may not be disclosed to any person, other than a party's parent, subsidiaries, AESOP Leasing, and their respective outside counsel and accountants and interested financial institutions and the SEC, except as required by legal process without the consent of the other Party. In the event of legal process, the Party served shall notify the other Party to allow them sufficient time to interpose legal objections to disclosure.

23.	Selected GM vehicles are equipped with OnStar. For details regarding notification of OnStar equipment and services, please refer to Attachment 6.

•	On behalf of General Motors, I would like to express my appreciation for your business and hope this Agreement will continue to strengthen our business relationship.

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1.	PROGRAM NAME AND NUMBER:

2.	PROGRAM DESCRIPTION:

3.	PROGRAM START DATE/PROGRAM END DATE/IN-SERVICE PERIOD:

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	All Vehicles, including non-returned Vehicles, supplied by GM are subject to the export control laws and regulations of the United Sates (U.S.) and the DRFCs and dealers will comply with such laws and regulations.

4.	ELIGIBLE MODELS/REQUIRED OPTIONS FOR ORDER AND DELIVERY:

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a.	Valid GM FAN (Fleet Account Number)

b.	Option Codes: VN9 and DRFC code

c.	Order Type: FDR

d.	Delivery Type: 020 – Daily Rental

5.	COMPATIBLE INCENTIVES AND ALLOWANCE PROGRAMS:

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6.	METHOD OF PAYMENT:

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7.	POLICY FOR CORRECTING VEHICLE IN-SERVICE DATES AND PROGRAM STATUS:

8.	GENERAL PROGRAM GUIDELINES:

A.	GM defines a rental vehicle as:

a.	"The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for incentives."

b.

If a Vehicle enrolled in the Daily Rental Purchase Program is found to be on rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled Vehicles for an aggregate term of four (4) or more months, all Vehicles involved in such transactions will not be considered rental and will be ineligible for incentives. GM may audit the DRFC to ensure compliance with this guideline.

B.	All eligible Vehicles must be delivered to the DRFC through a GM dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or individual are ineligible for payment.

C.	GM reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program requirements. All monies improperly paid will be charged back. Failure to comply with the program requirements may result in the dealer being disqualified for future participation in fleet programs and terminations of dealer sales and service agreement(s).

D.

Optional equipment and, in special circumstances, certain standard equipment can be added to or deleted from GM Vehicles during the ordering and manufacturing process by DRFCs. It is the DRFC’s responsibility to ensure that actual Vehicle content is properly disclosed to a buyer or transferee when disposing of a Vehicle. DRFCs that use third party build specifications to promote the sale of their Vehicles should be especially careful to ensure the accuracy of that data.

E.	GM reserves the right to cancel, amend, revise, or revoke any program, at any time, based on its sole business judgment(s). Final decisions in all matters relative to the interpretation of any rule or phase of this activity rest solely with GM.

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1)	Vehicle Return Requirements

a)	Vehicles must be maintained as described in the Vehicle Owner's Manual. Failure to comply will result in permanent rejection of the vehicle.

i)	The repair/replacement of an engine or transmission that is due to non-compliance of vehicle maintenance will render the vehicle “Permanently Ineligible”.

b)	Each vehicle shall be in sound mechanical and electrical operating condition. All lights and lamps must be operational. Any visible warning lights, i.e., check engine, change oil, SIR, TPS, etc., on the instrument panel must be corrected prior to turn-in or the vehicle will be “Currently Ineligible”.

c)	A vehicle must comply with all aspects of the applicable program parameters or it is not eligible for return.

d)	Vehicle(s) must be returned washed and vacuumed. General Motors' expectation of a vehicle's condition, when returned by the rental company, is that it will be in the same condition as it is when provided to a rental customer.

i)	A dirty interior MET charge of $35 will be assessed when the interior of the vehicle is littered with trash. Excessive or offensive trash in the vehicle, such as cups, bottles, newspapers, food, bags, roadmaps, etc., that would hinder interior inspection would generate the dirty interior MET charge.

ii)	Vehicles with an exterior that is too dirty to inspect will be gate released to the rental account for washing. When the vehicle is returned and inspected, a $75 re-inspection fee will be charged unless special arrangements have been made.

e)

Vehicles must have a minimum of ¼ tank of fuel with the exception of Hawaii vehicles, which cannot exceed ¼ tank of fuel. Vehicles with less than ¼ tank of fuel but more than 1/8 will be assessed a MET charge of $15. Vehicles below 1/8 tank of fuel will be deemed “Currently Ineligible” and released to the rental account for low fuel. When the vehicle is returned, a $75 re-inspection fee will be charged.

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f)	Emissions labels must be in place and legible on all vehicles returned to General Motors. Vehicles without an emission label are considered “Currently Ineligible” and will be gate released to the rental account. A $75 re-inspection fee will be charged when the vehicle is corrected and returned.

g)	Vehicles must have two (2) sets of keys, programmed keyless remotes, owner manuals, floor mats, and all other remotes and headphones, included as original equipment.

h)	Vehicles must display actual mileage. General Motors approved procedures must be followed when repairing or replacing instrument clusters/odometers. Consult a General Motors dealer for proper replacement.

i)	All warranty and campaign claims should be completed prior to returning the vehicle to General Motors. Failure to complete warranty and/or campaign claims may render the vehicle “Currently Ineligible”. A $75 re-inspection fee will be charged when the vehicle is returned. Repair of existing body damage is not required for vehicles released for warranty, mechanical or campaign repairs.

j)	Any vehicle equipped with supplemental inflatable restraints (S.I.R.) including driver, passenger or side airbags that have been deployed, missing or otherwise disconnected, must be replaced with an approved OEM replacement and must meet General Motors standards prior to turn-in.

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2)	Title, Registration, Tax, and VIN Plate

a)	A vehicle submitted with a Certificate of Origin (C.O.V.) or a branded title is not eligible for return.

b)	All vehicles must have a valid and current registration, at the time of acceptance. State and local taxes must be paid prior to turn-back. The Daily Rental Company must comply with state regulations pertaining to proof of payment for state and local taxes.

d)	All title shipments to the title center must contain a packing list and include the following information:

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e)	The Daily Rental Company must remove each vehicle at an auction or turn-in site, if the title for such vehicle is not received within 30 days of the turn-in date. The vehicle will be “Currently Ineligible” and will be assessed a re-inspection fee, if it is returned.

f)	The plate containing the Vehicle Identification Number (VIN):

i)	Must be completely readable and properly attached to the dash panel. Any obstruction causing a portion of the plate to be covered is not acceptable.

ii)	Cannot be damaged in any manner and must be flush and secure with rivets intact.

iii)	Must meet these criteria otherwise the vehicle will be “Permanently Ineligible” and returned to the rental account.

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3)	Vehicle Damage and Disclosure Requirements

a)	The General Motors Disclosure Policy mandates that all prior damage and repairs are electronically disclosed prior to turn back, excluding warranty repairs performed by the Daily Rental Company or a General Motors dealer.

i)	Completion of the electronic disclosure requires a User ID and password to access the Remarketing Inventory Management System (RIMS). Contact the Remarketing Account Manager assigned to your account shown on page three. The User ID, password, web address and instructions will be sent via e-mail within 24 hours of request.

ii)	The electronic disclosure box must be checked (Yes or No) confirming or denying previous damage. Failure to disclose previous damage at turn-in will be grounds for rejecting the vehicle.

iii)	Collision damage must be disclosed and supported by repair orders. Repair orders must accurately reflect all work performed and include all associated repair costs. The inspection provider, on General Motors behalf, will request a repair order when:

(1)	Previous repaired damage noted during the inspection does not agree with the disclosure

(2)	The dollar amount disclosed appears too high or low based on the visual inspection. There is no arbitrary rule or guideline, such as any damage over $XXX amount or damage to X number of body panels, used as a basis for requesting a repair order.

(3)	The disclosed damage areas and the disclosed repair amount appear significantly out of line.

(4)	Upon request, repair orders must be received by the inspection provider within two business days of the request

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4)	Damage Allowance, Existing Damage and Previous Repairs

a)	General Motors will absorb the cost of repairs on vehicles returned with $450 or less existing damage.

i)	General Motors will charge the Daily Rental Company for current damage in excess of the $450 damage allowance plus a service fee.

ii)	Missing equipment will not be included as part of the chargeable damage allowance, but will be charged per the Missing Equipment Program (refer to Section 4 for MET).

iii)	The service fee will be applied as follows:

b)	Vehicles with existing damage exceeding $2,000 are “Currently Ineligible” for return.

c)

Prior repairs cannot exceed $2,500 for Category 1 vehicles, $3,000 for Category 2 vehicles, $3,500 for Category 3 vehicles, and $4,500 for Category 4 vehicles. These amounts exclude costs related to vehicle glass, tires, wheels, wheel covers, SIR system components, “Loss of Use” and towing charges. Vehicles exceeding these maximums are not eligible for turn-in. See Exhibit A - Vehicle Categories/Prior Repair Limits.

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d)	Vehicles with “Poor Prior Repairs” of $700 or less will be accepted. The estimated poor prior repair cost will be charged to the Daily Rental Company under the MET program. Vehicles with poor prior repairs exceeding $700 will be considered “Currently Ineligible” and released to the Daily Rental Company.

e)	Vehicles identified as “Currently Ineligible” due to mechanical, warranty/campaign, unacceptable glass, or un-matched tires, etc., will be gate released for repairs to these conditions only, and can be returned for acceptance consideration.

f)	When returned, if the vehicle has had partial repairs on any chargeable damage identified when it was originally inspected, including poor prior repairs, the entire vehicle must be repaired to no more than $100 in chargeable damage. A $75 re-inspection fee will apply.

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1)	Glossary of Terms “General Description”

a)	Abrasion - A lightly scratched or worn area of the finish either paint, clear coat, or chrome that does not penetrate to the base material of the part or panel.

b)	Chip - Confined area where paint has been removed from the surface usually not larger than 1/8 inch for purposes of these return guidelines.

c)	Dent - a depression of any size in the panel material whether metal, composite, or other, with or without paint damage.

d)	Ding - A small dent, an inch or less in diameter, with or without paint damage.

e)	Gouge - An area where the damage has penetrated the finish and removed a portion of the base material of the part or panel.

f)	Scratch - A cut in the surface of any material that may or may not penetrate the finish.

g)	Scuff - A worn or rough spot that is deep enough to disturb the base material of the part or panel but does not remove any base material.

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2)	Sheet Metal and Paint

a)	Maximum of two dents per panel that are individually no larger than one inch in diameter, does not break the paint, and qualifies for Paintless Dent Removal (PDR) are non-chargeable.

b)	Scratches in the clear coat that do not penetrate the color coat and do not catch a finger nail are non-chargeable.

c)	Chips to door, hood or deck lid edges that do not reach flat panel surfaces are non-chargeable.

d)	An appearance fee and PDR may be used on the same panel.

e)	One dent that qualifies for PDR that contains one chip inside the dent would be charged $50 for the PDR and a $20 appearance fee for the chip, totaling $70. The chip must be no larger than one-eighth (1/8) inch in diameter and cannot exhibit any spider cracks around the chip.

f)	Chipped and scratched panels:

i)	All panels except hoods:

(1)	One to three chips individually no larger than one-eighth (1/8) inch in diameter are non-chargeable.

(2)	Four to six chips per panel will be charged a $20 appearance fee.

(3)	Over six chips per panel will require a minimum of a panel refinish.

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ii)	Hood panels:

(1)	The chart below shows acceptable return conditions and applicable charges for painted and textured bumpers. Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown in the chart.

g)	Vehicles with damage confined to either the upper or lower half of a panel may qualify for a partial panel repair.

i)	A partial panel repair can only be considered when there is a clean break between the upper and lower portion of the panel.

ii)	A clean break is defined as a body side molding, cladding, etc., that runs from one end of the panel to the other with no gaps at either end.

iii)	Body lines are not a clean break and partial panel repair does not apply.

h)	The floor of a pick-up truck box is considered one panel. Two dents in the truck box no larger than one inch that do not break the paint are non-chargeable. One dent to the wheelhouse no larger than one inch that does not break the paint is non-chargeable. PDR cannot be used on the floor or wheelhouse of a pick-up truck.

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i)	Paintless Dent Repair - General Motors' inspection providers will utilize the Dent Wizard Paintless Dent Removal Guide to determine panel accessibility by vehicle. Below are PDR conditions, limitations, and applicable charges:

i)	Conditions

(1)	Rounded dents up to four inches in diameter

(2)	Minor creases, shallow palm prints and protrusions are allowed

(3)	Dents across body feature lines are allowed

(4)	PDR may be used to repair existing qualifying damage to a previously repaired panel that meets GM and industry repair standards

ii)	Limitations

(1)	No PDR on poor previous repairs.

(2)	No PDR utilizing hole drilling.

(3)	No PDR where the paint is broken unless chip/PDR applies.

(4)	No PDR to sharp creases or creases over six inches.

iii)	Applicable Charges

(1)	Up to seven dings per panel will be charged $50 per panel.

(2)	Eight to 12 dings per panel will be charged $75 per panel.

(3)	Thirteen to 15 dings per panel will be charged $100 per panel.

(4)	One single dent up to six inches in diameter or one large shallow dent up to 18 inches in the hood, roof or deck lid will be charged $100.

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iv)	Hail Damage

(1)	Panels with 15 or fewer small dents with no paint damage may be written utilizing the normal PDR charges.

(2)	Vehicles with over 15 small dents in a single panel must be charged the appropriate paint and metal repair time.

(3)	When more than one panel has hail damage and the number of dents exceeds 15 per panel, the vehicle must be designated “Currently Ineligible” and gate released to the rental account for repair of the damaged panels. Upon return, the electronic damage disclosure must be updated to reflect the additional repairs and the vehicle must have less than $100 of existing damage.

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3)	Convertible Tops

a)	Stains that can be removed by normal reconditioning

b)	Abrasions that are not visually offensive

c)	Top structure must be operational and not damaged

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4)	Front and Rear Bumpers

a)	Bumpers will be inspected from a standing position. The chart below shows acceptable return conditions and applicable charges for painted and textured bumpers. Scratches that individually do not exceed ¼ inch in length may be used in any combination with chips but not to exceed the quantities shown in the chart.

b)	Partial bumper repairs to painted or textured surfaces are charged based upon the following criteria:

i)	A partial bumper repair can be performed on a rolling third or 33% of the bumper. The damage can be anywhere on the bumper as long as it is confined to an area equal to a continuous third of the bumper's length.

ii)	Partial bumper repairs cannot be used for vehicles utilizing paints commonly referred to as pearl or tri-color due to color matching concerns.

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iii)	The $20 appearance fee may be used on bumpers in conjunction with a partial bumper repair if the damage is located on different areas of the bumper. For example, when there is damage to the center of the bumper and a minor chip on the left end of the bumper, the partial bumper repair charge and appearance fee would apply eliminating the need for a full refinish.

iv)	A cracked or punctured bumper fascia will be charged a minimum partial bumper repair fee of $125 for painted bumpers and $175 for textured bumpers using the criteria below:

(1)	Crack must be less than four inches in total. Puncture must not exceed the diameter of a U.S. quarter.

(2)	A maximum of two dents, individually not exceeding two inches in diameter and confined to 1/3 of the bumper area.

v)	Bumpers that are both painted and textured or two toned will be treated as separate bumpers and charged for each panel using the guidelines above.

c)	Mis-aligned front and/or rear bumper fascia from low impact collision is acceptable for $50 per bumper re-attachment fee. This charge covers the cost of re-attaching fasteners, aligning the bumper, and applies when no other damage is present. This charge cannot be used for poor previous bumper repair.

d)	Damage on the underside of the bumper observed during the undercarriage inspection, other than breakage, will not be chargeable. Cracked or broken bumpers, regardless of location will remain a chargeable repair or replacement.

e)	License plate screw holes in the front bumper cover used to attach the license plate to the bumper, without the proper bracket, will be charged a minimum $125 partial bumper repair.

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f)	Metal Bumpers - Painted or Chrome:

i)	A maximum of two scratches or chips per bumper that are no longer than two inches and no wider than ¼ inch or one scratch no longer than four inches and no wider than ¼ inch that penetrates the color coat but would not require filler, are acceptable at no charge.

ii)	A maximum of two dents that are individually no larger than one inch in diameter and do not damage the paint or chrome will be charged $100.

iii)	Damage exceeding the above criteria or bumpers with chrome plating missing will result in a bumper replacement charge.

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5)	Tires

a)	All tires must have 5/32 inch or better original tread across all primary tread grooves without any exposed belts. All tires must match by size, make and type.

b)	Only GM original equipment tires or GM approved replacement tires are acceptable. GM Approved 2013 Replacement Tire Table. If the replacement tire cannot be located, a replacement from an approved manufacturer exhibiting the same TPC code as the original tire may be used, however, all tires must match by size, make and type.

c)	Tires without a TPC rating or when another manufacturer cannot supply the same TPC rated tire, any other OE supplier shown on the GM Approved 2013 Replacement Tire Table can be used as long as the tire matches the original by size, load rating and speed rating.

d)	Tires with mushroom-type plugs, installed from the inside out, in the tread only, are acceptable. All other plugs and/or patches are unacceptable.

e)	The space saver spare tire used on most General Motors' vehicles does not utilize the same criteria as the road tires. The space saver spare must be in the vehicle, inflated, and undamaged. The minimum 5/32 inch tread depth requirement does not apply.

f)	General Motors reserves the right to charge the Daily Rental Company via the MET Tire Program for an unacceptable repaired tire, with no right to review. The MET Tire Program is limited to two tires per vehicle. Any flat, un-matched or incorrect tires will not be considered for the MET Tire Program.

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6)	Wheels

a)	Non-chargeable conditions

i)	The face of the wheel may have light scratches or scuffs to the surface not penetrating through to the base material.

ii)	Light scratches or scuffs within one inch of the outside edge of the wheel are acceptable provided they do not, in total, exceed one-third of the circumference of the wheel and can be removed with light sanding.

b)	Chargeable conditions

i)	Scratches, scuffs or gouges that remove material or distort the surface of the wheel may be repaired for $100.

c)	Wheel Replacement

i)	Damage to the base material that exceeds conditions identified above and are not repairable will be charged for a replacement using the Mitchell Manual.

ii)	Bent, cracked, or dented wheels are not repairable and must be charged for a replacement.

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7)	Interior Soft Trim and Carpets

a)	All stains which can be removed by normal reconditioning are non-chargeable.

b)	Maximum of one burn that is less than ¼ inch in diameter and does not penetrate the backing material is non-chargeable.

c)	Interior Soft Trim:

i)	Leather or vinyl - tears or cuts less than two inches $100; two to four inches $125.

ii)	Plain cloth, no pattern - tears or cuts less than two inches $70; two to four inches $90.

iii)	The above repairs cannot be utilized if the damage crosses a seam in the material.

iv)	Damage exceeding the above criteria will require a trim part replacement.

a)	Carpets:

i)	Carpet stains that require bleaching and dying will be charged $65 per section, i.e., right front, left front, etc.

ii)	Carpet tear or puncture less than ¾ inch in diameter $50.

iii)	Carpet tear or puncture ¾ inch to two inches in diameter $125.

iv)	Damage exceeding the above criteria will require carpet replacement.

v)	Carpet retainers and sill plates must be in place. Minor surface scuffs and scratches are acceptable.

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8)	Vehicle Glass

a)	Side, Rear, and Stationary Glass

i)	Minor pinpoint chips or vertical scratches in the side door glass is acceptable and will be noted as non-chargeable.

ii)	Minor pinpoint chips to any stationary or rear glass is acceptable and will be noted as non-chargeable.

iii)	Any damage in excess of the above will render the vehicle “Currently Ineligible” and the vehicle will be gate-released to the rental account for correction.

iv)	Side, rear, or stationery glass is not eligible for replacement under the MET Program.

a)	Windshields

i)	Pinpoint chips are non-chargeable providing the glass is not sandblasted. Sandblasted glass is defined as a series of pinpoint chips in a concentrated area.

ii)	Four chips, without legs, from 1/8 inch to 3/16 inch are non-chargeable providing no more than two chips reside in the driver's side wiper area.

iii)	Chips without legs 1/8 inch or less located within one inch inbound from the frit band (windshield outer perimeter darkened area) are non-chargeable.

iv)	General Motors will not accept glass that has been repaired. Only OEM glass is acceptable (See table below for GM Windshield Glass Manufacturers).

v)	Damaged windshields may be replaced under the MET program.

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1)	All original equipment and accessories noted on the factory invoice must be on the vehicle. All missing parts (such as body side moldings, wheel covers, trunk mat, spare tire, rear van seats, jack and wheel wrench) are to be replaced prior to return with original GM equipment. All OEM options and accessories must be installed on the vehicle prior to being placed in daily rental service.

2)

Any after-market parts or accessories such as navigational systems, pick-up truck bed liners, running boards, etc., installed by the rental account or their agent must have GM Remarketing approval prior to installation. Drilling, electrical modifications, etc., without prior approval will render the vehicle “Permanently Ineligible”. Pick-up truck bed liners, running boards, etc., must be left on the vehicle at turn back.

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1)

The Missing Equipment Program (MET) is designed to expedite turn-in by allowing the Daily Rental Company to pay for select missing parts or accessories as determined by GM Remarketing (refer to Exhibit C), as opposed to replacing the parts or accessories. Missing MET items will be deducted from the repurchase payment to the Daily Rental Company. Missing MET items will not be included as part of the $450 chargeable damage allowance (Refer to General Condition Standards - Section 4).

2)	A MET charge will be assessed for vehicles turned in with one or more missing floor mats, on vehicles so equipped. The Rental Account will be charged for a front or rear set of floor mats if one is missing. Floor mats are required per the Minimum Equipment Requirements.

3)	Keyless remotes, key fobs, and combo keys must be operational. A $30 re-programming fee will be charged for key fobs that do not operate the vehicle. The re-programming fee is included in the MET charge for missing key fobs and combo keys.

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1)

Damage which compromises the integrity of the vehicle, repaired or not, will be grounds for permanently rejecting the vehicle. Any undercarriage damage resulting from improper tie-down of the vehicle will result in permanent rejection. Minor damage that has not been repaired (i.e., small dents, scrapes, or scratches) which does not compromise the structural integrity of the vehicle is acceptable on the following components:

a)	Floor Panel and Trunk Floor

b)	Mid-rail Assembly - no bulging or deformity of side rails; enlarged (not torn) stamped holes and surface scratches less than 12 inches are acceptable

c)	Outer Rocker Panels and Pinch Welds

d)	Frame Rails and Rail Extensions

e)	Sub-Frame Assemblies (Engine Cradles

f)	Torque Box Cover - non-collision related

2)	Total time for frame set-up and measure of 2.0 hours or less and 1.5 hours or less for any cosmetic repair is acceptable on the following components, provided there is no structural damage and the repairs meet GM standards:

a)	Frame rail and rail extensions

b)	Apron and upper reinforcements

c)	Cowl panel

d)	Hinge and Windshield “A” pillar

e)	Center “B” pillar

3)	Pulling or sectioning frame rails, door frames, and pillars are not acceptable. Repairs that utilize body filler or Bondo will, in most cases, cause the vehicle to be permanently rejected.

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4)	Repaired damage or replacement of the following components is acceptable:

a)	Radiator core support

b)	Frame rail extensions

c)	Engine sub-frame (replacements only)

d)	Outer rocker panel

e)	Rear body panel

f)	Quarter panel (proper sectioning is acceptable)

g)	Roof (repair only, no repair to roof rails)

5)	Vehicles with misaligned doors are considered “Currently Ineligible” due to the difficulty in determining the cause of the misalignment.

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1)	At General Motors' discretion, the Daily Rental Company may be named in any litigation brought against General Motors as a result of the rental company's failure to disclose damages or use of non-GM OEM parts. If a Daily Rental Company attempts to return vehicles with non-disclosed damage or purposely conceals prior repairs, it will result in loss of turn-back privileges.

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1)	Forecast

a)	Daily Rental Company must notify GM in writing at least 30 days prior to vehicle turn-in, of the turn-in location and the return volumes.

b)	Daily Rental Company must provide the turn-in location with a two week forecast of daily return volumes.

c)	GM on occasion may limit daily return volumes based upon yard capacities.

d)	Forecast should be sent via e-mail to the respective General Motors account representative. Contact information including E-mail addresses can be found on page two. Failure to provide forecast, may result in delayed acceptance of vehicles.

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2)	Delivery

a)

Vehicles returned for repurchase shall be delivered to a General Motors approved turn-in location and parked in the designated return area at no expense to General Motors. A list of GM approved locations is attached and is subject to change at General Motors' discretion (Exhibit B). Normal operating hours for delivery is 8 am to 5 pm, Monday through Friday. The Daily Rental Company should allow sufficient time to prepare the vehicle for turn-in including:

i)	Inspect and prep vehicle according to GM Return Guidelines, i.e., clean, vacuum, repair or replace items, as needed

ii)	Miscellaneous M.E.T. items should be visible on the front seat

iii)	Mark vehicle as a rental repurchase unit

iv)	Provide electronic damage/repair disclosure

v)	Submit a clear title to an approved Title Center (prior to returning vehicle recommended)

vi)	Transport vehicle to nearest GM approved turn-back location

vii)	Upon arrival at turn-back location, obtain directions to the inspection area

viii)	Park vehicle and leave unlocked

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3)	Inspection at Turn-In

a)	Vehicles will be inspected by an authorized representative of GM, using an electronic Condition Report. The initial vehicle inspection will be provided to the Daily Rental Company at General Motor's expense.

b)	The Daily Rental Company will be charged $75 for each inspection or verification required after the initial inspection. The $75 re-inspection fee will be charged when a vehicle has been previously inspected and removed by the Daily Rental Company prior to acceptance, or when the Daily Rental Company replaces MET items.

c)	Hawaii vehicles will be charged $115 for each inspection required after the initial inspection.

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4)	Vehicle Reports and Reviews

a)	Vehicle Condition Reports, Missing Title Reports, Met/non-Met Reports, and Gate-Release reports are available daily through the General Motors Vehicle Inspection Website (VIW). Rental Accounts can access this data using an assigned I.D. and password that can be obtained by contacting the GM Rental Support Representative.

b)	Rental Accounts are provided a Met/Non-Met report by the inspection provider detailing vehicles that have been inspected and are available for review. The report is printed twice daily, mid-day and closing. The report printed at the end of the day will contain information on only those vehicles completed after the mid-day report was printed.

c)	Vehicle worksheets are printed and available to the rental accounts throughout the day.

d)	Reviews are conducted throughout the day. Reviews must be completed prior to 3:00 pm the day following printing of the worksheet. If the review is not completed prior to 3:00 pm, the vehicle will be processed as shown on the original inspection.

e)	Vehicles with current damage under $450 and MET charges under $100 will be processed as written, with no right to review. Programming of key fobs is not included in the $100 total and is not a reviewable MET charge.

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5)	Acceptance / Stop Depreciation

a)	Depreciation stops and the vehicle will be accepted once it has passed inspection, a lien-free title has been provided, and all program requirements have been satisfied.

b)	A copy of the condition report or an electronic file will serve as the acceptance receipt for the Daily Rental Company. The date used to stop depreciation will be identified on the acceptance line of the condition report or the electronic file.

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6)	Rejects

a)	Rejected or ineligible vehicles must be removed from return locations within three business days of notification. Failure to remove these vehicles may delay the processing of any additional returns until the rejects have been resolved.

b)	Vehicles that are classified as permanent rejects by the inspection provider will be assessed a $75 service charge. General Motors Remarketing will provide a quarterly invoice which will include the VIN, turn back location, and turn-in date. Payment is expected within 14 days.

c)

It is General Motors' practice to ship vehicles once they pass the inspection process, with or without acceptance. On rare occasions, the title arrives late and the vehicle exceeds the maximum allowable in-service time. When this occurs, these vehicles will be rejected and all charges incurred by the auction, including shipping cost, will be charged to the Daily Rental Account and must be paid prior to release of the vehicle.

d)	If disqualifying damage is noted after vehicle acceptance, General Motors will invoice the Daily Rental Company for the vehicle purchase price, an administrative fee of $250, plus any additional costs incurred following vehicle acceptance (i.e., freight, cleanup, repairs), by a debit to current funds, or if no funds are available, a check forwarded to:

f)	Vehicles removed from the program are the responsibility of the Daily Rental Company. The Daily Rental Company must arrange vehicle pick-up at the location designated by General Motors.

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7)	Miscellaneous

a)	Rental Account request for return of vehicle:

i)	Prior to acceptance

(1)	Vehicle will be temporarily rejected by General Motors and the vehicle will be returned to the rental account. If the vehicle is returned at a later date, a $75 re-inspection fee will be charged.

ii)	After acceptance

(1)	Payment can be stopped - The vehicle will be released to the rental account from its current location. A $250 administrative fee will be charged to the rental account in addition to any expenses incurred by GM including inspection cost, shipping, marshaling yard fee, and auction expenses.

(2)	Payment cannot be stopped or funds have already been disbursed - The vehicle will not be returned to the rental account.

b.	Mechanical and body shop labor rates used to calculate chargeable damage are shown below and are subject to change:

i.	$40.00 Paint and Metal Repair

ii.	$40.00 Part Replacement or Mechanical

c.	Auction and Marshaling Yard Property

i.	Any abuse of personnel or property at a GM approved return facility by a Daily Rental Company representative will result in the immediate expulsion of said person from the property.

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d.	Holidays and Closures

i)	All General Motors approved turn-in locations will be closed on the following dates:

(1)	May 27

(2)	July 4

(3)	September 2

(4)	November 28

(5)	November 29

(6)	December 24 - January 1, 2014

ii)	The last day for rental returns is December 20, 2013. Vehicle reviews must be completed by December 23, 2013.

iii)	General Motors reserves the right to amend this list of dates at its discretion.

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1.	PROGRAM NAME AND NUMBER:

2.	PROGRAM DESCRIPTION/RULES:

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3.	Other Program Guidelines:

1.	PROGRAM NAME AND NUMBER:

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2.	PROGRAM DESCRIPTION:

3.	PROGRAM START DATE/PROGRAM END DATE/IN SERVICE PERIOD:

4.	Eligible Models/Required Options FOR Order and Delivery:

a.	The vehicle was purchased directly from GM or from another dealer in the United States

b.	Title to the vehicle was retained by the franchised dealer through the point of sale

c.	Delivery to the ultimate fleet customer can be proven

a.	Valid GM FAN (Fleet Account Number)

b.	Option Codes: VX7 and DRFC code

c.	Order Type: FDR

d.	Delivery Type: 020 - Daily Rental (Vehicle will be auto delivered if using a qualified FAN)

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5.	COMPATIBLE INCENTIVES & ALLOWANCE PROGRAMS:

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6.	GENERAL PROGRAM GUIDELINES:

A.	GM defines a rental vehicle as:

a.	"The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly, or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing, and not rental, and will make the vehicle ineligible for purchase or other incentives."

b.

If a Vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled Vehicles for an aggregate term of four (4) or more months, all Vehicles involved in such transactions will not be considered rental and will be ineligible for purchase or incentives. GM may audit the DRFC to ensure compliance with this guideline.

B.	All eligible Vehicles must be delivered to the DRFC through a GM dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or individual are ineligible for payment.

C.	GM reserves the right to audit dealer records and disqualify any sales allowance in the event such sales do not meet the program requirements. All monies improperly paid will be charged back. Failure to comply with the program requirements may result in the dealer being disqualified for future participation in fleet programs and termination of dealer sales and service agreement(s).

D.

Optional equipment and, in special circumstances, certain standard equipment can be added to or deleted from GM Vehicles during the ordering and manufacturing process by DRFCs. It is the DRFC's responsibility to ensure that actual Vehicle content is properly disclosed to a buyer or transferee when disposing of a Vehicle. DRFCs that use third party build specifications to promote the sale of their Vehicle should be especially careful to ensure the accuracy of that data.

E.	GM reserves the right to cancel, amend, revise or revoke any program, at any time, based on its sole business judgment(s). Final decisions in all matters relative to interpretation of any rule or phase of this activity rest solely with GM.

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1.

GM will pay a pro rata portion of the matrix money on the fourth Thursday of the month following Vehicle delivery and receipt of an electronic media transmission to GM's Remarketing Information System (RIMS) by the second Friday of the month. An electronic media transmission received after the second Friday of the month will be paid by the fourth Thursday of the following month. If the fourth Thursday is a banking holiday, funds will be received the next banking day. Application for this incentive must be made no later than December 31, 2014. A complete schedule of due dates and payment dates is detailed in this Attachment 4, Page 2.

2.

The agreed upon volume and mix requirements set forth in Attachment 3 and/or 2A are subject to adjustment upon receiving GM's prior approval. Should GM agree to an adjustment, the changes will be reflected on a quarterly basis and a revision to Attachment 3 and/or 2A will be issued and signed by both Parties. Actual approved volumes and contractual stated volumes can vary based on the timing of contractual updates. Any payments received prior to attaining the indicated volume will be returnable to GM at the close of the Model Year should the volume not be attained. At GM's discretion, any pro rata monthly payment processed in error on volume not approved by GM will be charged back through the open account during the following month.

3.

It is understood that the payment of the per unit amount due to the Daily Rental Fleet Customer (hereinafter “DRFC”) is based upon achieving the agreed upon volume and mix requirements set forth in Attachment 3 and/or 2A. In the event that the agreed number of vehicles at the agreed upon mix is not achieved, all payments made by GM will be reimbursed by the DRFC to GM on demand. Such reimbursement will be GM's sole remedy for the DRFC's failure to purchase or lease the agreed upon number of vehicles. The DRFC shall be liable for such reimbursement.

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1.	In all mediums, the phrase “X Rental Company features GM vehicles” must be stated in copy size type, and not in disclaimer size type. In print, this translates to no smaller than 10 pt. type; and for TV, the copy should be larger than the network standard for legal disclaimers of 22 scan lines.

2.	Please note that the phrase must utilize the word “vehicles” and not “cars.”

3.	In TV, the phrase must be on the screen long enough for an average person to notice and read it. For reference purposes, the network standard for the length of time a legal disclaimer must be on the screen is three seconds for the first line and one second for the following lines. Obviously, GM prefers the phrase to be on longer than this, if possible.

4.	A full shot of the vehicle must be displayed, particularly in TV ads. GM prefers to have its vehicles identifiable by sight as well as by print.

5.	All vehicles must be identified by manufacturer and nameplate, (e.g. Chevrolet Malibu), in print next to the vehicle, as well as in any accompanying copy.

6.	In TV spots, the same identification must be in print or provided verbally.

7.	All vehicles used in rental car spots must be stock vehicles, with no alterations.

8.	Every person in a moving vehicle must be shown wearing a seatbelt and the driver must have his or her hands on the wheel.

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1.

GM extendshe terms and conditions of GM's 2014 Model Year Daily Rental Purchase Program (refer to Attachment 1) for Model Years [*REDACTED*].GM is entitled to place “new” models (as defined by GM) on any of the purchase percentage tiers, or to create a new tier. Additionally, GM is entitled to shift vehicles only to higher percentage tiers, (e.g. shift from tier 1 to tier 2, thus lowering ABG's vehicle depreciation cost).

2.	GM reserves the right to revise the respective depreciation rates on any Daily Rental Purchase Program in the [*REDACTED*]Model Years.

3.	GM commits to ABG the availability during Model Years [*REDACTED*]of daily rental vehicles under any or all of the following purchase programs: VX7, VN9, and YT1. GM and ABG agree that all volumes purchased under the VX7 program will be combined with VN9 and YT1 volumes toward the overall volume commitment(s), and for Model Year volume bonus payments, if any.

4.	GM and ABG will mutually agree to the following:

a.	Vehicle mix and production timing

b.	Volume and mix of vehicles within purchase programs VN9, YT1 and VX7