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)	CARFIN FINANCE INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (the “Issuer” and the “FCT Noteholder”);

(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Transaction Agent” and “Arranger”);

(3)	DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);

(4)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);

(5)	THE OPCOS, the SERVICERS and LESSEES listed in part 1 of Schedule 1 (The Parties) hereto including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as Italian Opco (as defined therein) under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

(6)	THE FLEETCOS listed in part 2 of Schedule 1 (The Parties) hereto;

(7)	AVIS BUDGET CAR RENTAL, LLC (the “Parent”);

(8)	AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer” and the “Italian VAT Lender”);

(9)	AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);

(10)	THE ACCOUNT BANKS listed in part 3 of Schedule 1 (The Parties) hereto;

(11)

DEUTSCHE BANK AG, LONDON BRANCH (the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” the “Issuer Cash Manager”, the “FleetCo Dutch Back-up Cash Manager”, the “FleetCo French Back-up Cash Manager”, the “FleetCo German Back-up Cash Manager”, the “FleetCo Italian Back-up Cash Manager” and the “FleetCo Spanish Back-up Cash Manager”);

(12)	THE SENIOR NOTEHOLDERS listed in part 4 of Schedule 1 (The Parties) hereto (the “Senior Noteholders”);

(13)	STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED (the “Issuer Corporate Services Provider” and the “FleetCo Holdings Corporate Services Provider”);

(14)	CARFIN FINANCE HOLDINGS LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (“FleetCo Holdings”);

(15)	INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the “Dutch FleetCo Corporate Services Providers”, together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the “Corporate Services Providers”);

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(16)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“French Intermediary Bank” and “FCT Servicer”);

(17)	FCT CARFIN (the ”FCT”) represented by EUROTITRISATION (the “FCT Management Company”);

(18)	CACEIS BANK FRANCE (the “FCT Custodian”);

(19)	CACEIS CORPORATE TRUST (the “FCT Registrar”);

(20)	DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”); and

(21)	FISERV AUTOMOTIVE SOLUTIONS, INC., a company duly incorporated under the laws of Delaware with registered number 2403201 (the “Liquidation Agent”),

(A)	Certain of the Parties hereto entered into a Framework Agreement dated 5 March 2013, as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third amendment agreement dated 21 May 2014 (the “Third Master Amendment Agreement”) (the “Original Framework Agreement”).

(B)	Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by the Third Master Amendment Agreement (the “Original Master Definitions Agreement”).

(C)

Dutch FleetCo, Dutch FleetCo, Spanish Branch, French FleetCo, Italian FleetCo, Italian Opco, Spanish Opco, German Opco, French Opco, Dutch Opco, the Central Servicer, the FleetCo Security Agent, the Transaction Agent and the Liquidation Agent entered into a Liquidation Agency Agreement dated 20 March 2013 and as amended and restated by the Third Master Amendment Agreement (the “Original Liquidation Agency Agreement”).

(D)	The Issuer, the Issuer Cash Manager, the Issuer Security Trustee and the Subordinated Lender entered into an Issuer Subordinated Facility Agreement dated 5 March 2013 and as amended and restated by the Third Master Amendment Agreement (the “Original Issuer Subordinated Facility Agreement”).

(E)	The Issuer, the Issuer Cash Manager, the Issuer Security Trustee, the Transaction Agent and the Issuer Account Bank entered into an Issuer Cash Management Agreement dated 5 March 2013 and as amended and restated by the Third Master Amendment Agreement (the “Original Issuer Cash Management Agreement”).

(F)	Finco, Dutch FleetCo, Dutch FleetCo, Spanish Branch, Italian FleetCo, French FleetCo, the FCT represented by the FCT Management Company, the Issuer and the FleetCo Security Agent entered into a Finco Payment Guarantee dated 5 March 2013 and as amended and restated by the Third Master Amendment Agreement (the “Original Finco Payment Guarantee”).

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(G)	The FCT represented by the FCT Management Company, the FCT Custodian, the FCT Registrar, the FCT Noteholder, the FleetCo Security Agent and the Transaction Agent entered into a VFN Funding Agreement dated 21 May 2014 (the “Original VFN Funding Agreement”).

(H)	Certain of the Parties hereto entered into an Issuer Note Issuance Facility Agreement dated 5 March 2013 as amended by an amendment agreement dated 15 April 2013 and as amended by the Third Master Amendment Agreement (the “Original Issuer Note Issuance Facility Agreement”).

(I)	The Parties have agreed to:

(a)	amend: (i) the Original Framework Agreement, (ii) the Original Master Definitions Agreement, (iii) the Original Finco Payment Guarantee, (iv) the Original Liquidation Agency Agreement, (v) the Original Issuer Subordinated Facility Agreement, (vi) the Original Issuer Cash Management Agreement and (vii) the Original VFN Funding Agreement; and

(b)	amend and restate the Original Issuer Note Issuance Facility Agreement,

1	Definitions and Interpretation

1.1

Unless otherwise defined herein or the context otherwise requires, terms defined in the Original Master Definitions Agreement (as amended or amended and restated from time to time) have the same meaning in this Deed. Subject to Clause 1.2 below, the provisions of clause 2 (Principles of Interpretation and Construction) of the Original Master Definitions Agreement (as amended or amended and restated from time to time) shall apply herein as if set out in full herein and as if references therein to a “Relevant Agreement” were to this Deed. In addition, “Amendment Date” means 15 December 2014.

1.2	A reference to a “Clause” is a reference to a clause of this Deed.

2	Amendments to the Original Master Definitions Agreement

(i)	by deleting the definition of “Eligible Issuer LC Provider” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(ii)

having a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least “A” from Standard & Poor’s, Fitch or DBRS and/or at least “A1” from Moody’s and a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least “A-1” from Standard & Poor’s, at least “F1” from Fitch, at least “P-1” from Moody’s or at least “R-1(mid)” from DBRS; and

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(ii)	by deleting the definition of “Credit Enhancement Matrix” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(iii)

by adding the words “or French Opco” after the words “(a) the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the shareholders’ general meetings of or the board of directors of (as applicable) Spanish Opco or Italian Opco” in paragraph (a) of the definition of “Parent Event of Default” in clause 1 (Definitions and Interpretation);

(iv)

by adding the words “or French Opco” after the words “(a) the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the shareholders’ general meetings of or the board of directors of (as applicable) Spanish Opco or Italian Opco” in paragraph (a) of the definition of “Finco Guarantor Event of Default” in clause 1 (Definitions and Interpretation);

(v)	by deleting paragraph (a) of the definition of “Avis Europe Event of Default” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(vi)	by deleting paragraph (xiii) of the definition of “Rapid Amortisation Event” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(a)	any Spanish Transaction Document other than in accordance with its terms and the Spain Repayment Option is not exercised within 10 Business Days from the date of such termination;

(b)	any Italian Transaction Document other than in accordance with its terms and the Italy Repayment Option is not exercised within 10 Business Days from the date of such termination;

(c)	any French Transaction Document and/or the VFN Funding Agreement, in each case, other than in accordance with its terms and the France Repayment Option is not exercised within 10 Business Days from the date of such termination; or

(d)	any Transaction Document other than in accordance with its terms (other than in the case of (a), (b) or (c) above);”;

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(vii)	by deleting paragraph (ii)(a) of the definition of “Subscriber’s Cost of Funds” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(viii)

by deleting the words “to the extent that such Conduit Senior Noteholder funds its subscription, purchase and/or holding of the its Senior Note held by it during such Interest Period through drawings under a Liquidity Facility Arrangement” from paragraph (ii)(c) of the definition of “Subscriber’s Costs of Funds” in clause 1 (Definitions and Interpretation) in its entirety and replacing with “to the extent that such Conduit Senior Noteholder or a member of the Senior Noteholder Group in respect of Jupiter Securitization Company LLC funds its subscription, purchase and/or holding of the Senior Note held by it during such Interest Period through drawings under a Liquidity Facility Arrangement”;

(ix)	by deleting the first paragraph of the definition of “Applicable EURIBOR” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(x)	by adding a new definition of “Currency Hedge Agreement” in clause 1 (Definitions and Interpretation) as follows:

(xi)	by adding a new definition of “Currency Hedging Breakage Costs” in clause 1 (Definitions and Interpretation) as follows:

(i)	the aggregate amount of any amounts paid or payable by or on behalf of the applicable Conduit Senior Noteholder to a counterparty to a Currency Hedge Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date, which settlement date shall be a Settlement Date,

(ii)	the aggregate amount of any amounts paid or payable to or for the account of the applicable Conduit Senior Noteholder by a counterparty to a Currency Hedge

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(a)

if on any Settlement Date, the applicable Conduit Senior Noteholder's Currency Hedging Breakage Costs are a negative number, then, on such Settlement Date, the aggregate amount that would otherwise have been payable by the Issuer to the applicable Conduit Senior Noteholder on such Settlement Date pursuant to the applicable priority of payment, shall be reduced until either the aggregate amount owed to the applicable Conduit Senior Noteholder or the Currency Hedging Breakage Costs have been reduced to zero, and

(b)	when there are remaining Currency Hedging Breakage Costs following such reduction in (a) above of the aggregate amounts otherwise owed to the applicable Conduit Senior Noteholder, an amount equal to such remaining Currency Hedging Breakage Costs (expressed as a positive number) shall be paid by or on behalf of the applicable Conduit Senior Noteholder to the Issuer on such Settlement Date;”;

(xii)	by deleting the definition of “Ongoing Issuer Fee” in in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(i)	in respect of the Issuer Revolving Period Priority of Payments:

(a)	paragraph (a) (in respect of amounts payable to the Issuer Security Trustee);

(b)	paragraph (b) (in respect of amounts payable to the Transaction Agent, the Registrar, the Issuer Account Bank and the Issuer Cash Manager);

(c)	paragraph (c) (in respect of Tax payments);

(d)	paragraph (d) (in respect of amounts payable to the FleetCo Holdings Corporate Services Provider, the Issuer Corporate Services Providers, the Issuer Share Trustee, the Issuer Profit Amount, the Issuer’s independent accountants, auditors, legal advisers and Tax advisers, the Channel Islands Stock Exchange, the Listing Sponsor, the relevant Rating Agencies and the Central Servicer);

(e)	paragraph (e)(ii) (in respect of commitment fees);

(f)	paragraph (e)(iii) (in respect of amounts payable to the Issuer Hedge Counterparties);

(g)	paragraph (h) (in respect of other amounts payable to the Issuer Hedge Counterparties);

(h)	paragraph (i) (in respect of indemnity payments for Currency Hedging Breakage Costs payable to the applicable Conduit Senior Noteholder);

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(i)	paragraph (j) (in respect of amounts of interest payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(j)	paragraph (k) (in respect of amounts of principal payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(k)	paragraph (l) (in respect of amounts payable to the other Issuer Secured Creditors); and

(l)	paragraph (m) (in respect of amounts payable to any other parties);

(ii)	in respect of the Issuer Scheduled Amortisation Period Priority of Payments:

(a)	paragraph (a) (in respect of amounts payable to the Issuer Security Trustee);

(b)	paragraph (b) (in respect of amounts payable to the Transaction Agent, the Registrar, the Issuer Account Bank and the Issuer Cash Manager);

(c)	paragraph (c) (in respect of Tax payments);

(d)	paragraph (d) (in respect of amounts payable to the FleetCo Holdings Corporate Services Provider, the Issuer Corporate Services Providers, the Issuer Profit Amount, the Issuer’s independent accountants, auditors, legal advisers and Tax advisers, the Channel Islands Stock Exchange, the Listing Sponsor, the relevant Rating Agencies and the Central Servicer);

(e)	paragraph (e)(ii) (in respect of commitment fees);

(f)	paragraph (e)(iii) (in respect of amounts payable to the Issuer Hedge Counterparties);

(g)	paragraph (h) (in respect of other amounts payable to the Issuer Hedge Counterparties);

(h)	paragraph (i) (in respect of indemnity payments for Currency Hedging Breakage Costs payable to the applicable Conduit Senior Noteholder);

(i)	paragraph (j) (in respect of amounts of interest payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(j)	paragraph (j) (in respect of amounts of principal payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(k)	paragraph (k) (in respect of amounts payable to the other Issuer Secured Creditors); and

(l)	paragraph (l) (in respect of amounts payable to any other parties);

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(iii)	in respect of the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments:

(a)	paragraph (a) (in respect of amounts payable to the Issuer Security Trustee);

(b)	paragraph (b) (in respect of amounts payable to the Transaction Agent, the Registrar, the Issuer Account Bank and the Issuer Cash Manager);

(c)	paragraph (c) (in respect of Tax payments);

(d)	paragraph (d) (in respect of amounts payable to the Issuer Corporate Services Provider, the FleetCo Holdings Corporate Services Provider, the Issuer Profit Amount, the Issuer’s independent accountants, auditors, legal advisers and Tax advisers, the Channel Islands Stock Exchange, the Listing Sponsor, the relevant Rating Agencies and the Central Servicer);

(e)	paragraph (e)(ii) (in respect of commitment fees);

(f)	paragraph (e)(iii) (in respect of amounts payable to the Issuer Hedge Counterparties);

(g)	paragraph (g) (in respect of other amounts payable to the Issuer Hedge Counterparties);

(h)	paragraph (h) (in respect of indemnity payments for Currency Hedging Breakage Costs payable to the applicable Conduit Senior Noteholder);

(i)	paragraph (i) (in respect of amounts of interest payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(j)	paragraph (i) (in respect of amounts of principal payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(k)	paragraph (j) (in respect of amounts payable to the other Issuer Secured Creditors); and

(l)	paragraph (k) (in respect of amounts payable to any other parties);

(iv)	in respect of the Issuer Rapid Amortisation (Post-Enforcement) Priority of Payments:

(a)	paragraph (a) (in respect of amounts payable to the Issuer Security Trustee);

(b)	paragraph (b) (in respect of amounts payable to the Transaction Agent, the Registrar, the Issuer Account Bank and the Issuer Cash Manager);

(c)	paragraph (c) (in respect of Tax payments and amounts payable to the Issuer Corporate Services Provider, the FleetCo Holdings Corporate Services Provider, the Issuer’s independent accountants, auditors, legal advisers and Tax advisers, the Channel Islands Stock Exchange and the relevant Rating Agencies);

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(d)	paragraph (d)(ii) (in respect of commitment fees);

(e)	paragraph (d)(iii) (in respect of amounts payable to the Issuer Hedge Counterparties);

(f)	paragraph (g) (in respect of other amounts payable to the Issuer Hedge Counterparties);

(g)	paragraph (h) (in respect of indemnity payments for Currency Hedging Breakage Costs payable to the applicable Conduit Senior Noteholder);

(h)	paragraph (i) (in respect of amounts of interest payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(i)	paragraph (i) (in respect of amounts of principal payable in respect of any Issuer Subordinated Advances other than those drawn for the purpose set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(j)	paragraph (j) (in respect of amounts payable to the other Issuer Secured Creditors);

(k)	paragraph (k) (in respect of amounts payable in respect of the Issuer Profit Amount); and

(l)	paragraph (l) (in respect of amounts payable to any other parties).”;

(xiii)	by deleting the definition of “Business Day” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

(i)	Spanish Opco or Dutch FleetCo in connection with the Vehicle Fleet in Spain, Madrid;

(ii)	German Opco or Dutch FleetCo in connection with the Vehicle Fleet in Germany, Frankfurt;

(iii)	Dutch Opco or Dutch FleetCo in connection with the Vehicle Fleet in The Netherlands, Amsterdam;

(iv)	Italian Opco or Italian FleetCo, Milan; and

(v)	French Opco or French FleetCo, Paris.”;

(xiv)	by deleting the definition of “Note Certificate” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

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(xv)	by adding a new definition of “Restricted Senior Note” in clause 1 (Definitions and Interpretation) as follows:

(xvi)	by adding a new definition of “Restricted Senior Note Certificate” in clause 1 (Definitions and Interpretation) as follows:

(xvii)	by adding a new definition of “Unrestricted Senior Note” in clause 1 (Definitions and Interpretation) as follows:

(xviii)	by adding a new definition of “Unrestricted Senior Note Certificate” in clause 1 (Definitions and Interpretation) as follows:

(xix)	by deleting the definition of “Expected Maturity Date” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:

3	Amendments to the Original Framework Agreement

(i)	by deleting schedule 17 (Vehicle Manufacturer Group Table) in its entirety and replacing it with Schedule 2 (Vehicle Manufacturer Group Table) hereto;

(ii)	by deleting clause 4.2.10 (Ownership of Finco and Opcos) in its entirety and replacing it with the following:

A.	100 per cent. of the issued share capital of Finco and such Opco;

B.	issued share capital having the right to cast 100 per cent. of the votes capable of being cast in general meetings of Finco and such Opco; or

C.	the right to determine the composition of all of the board of directors or equivalent body of Finco and such Opco; or

(ii)	have power to manage or direct such Opco and Finco through ownership of share capital, by contract or otherwise.”;

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(iii)	by adding a new clause 24.2(xvii) as follows:

(iv)	by deleting the words “and Schedule 17 (Vehicle Manufacturer Group Table)” in clause 24.2(xv);

(v)	by adding a new clause 24.10 as follows:

(vi)	by deleting the words “to Clause 24.8 (Issuer Hedging Agreements) below” in clause 24.1.1 (General Principles) in their entirety and replacing with:

(vii)	by adding a new clause 12.2(xvi) as follows:

“(xvi)

to the disclosure by a Conduit Senior Noteholder to (a) its Liquidity Providers (each of whom shall agree to comply with the terms of this Clause 12), (b) to any security trustee appointed by such Conduit (provided such security trustee has agreed to maintain the confidentiality of information provided by such Conduit to the security trustee), or (c) to any rating agency that rates the commercial paper issued by such Conduit, and to any other rating agency in compliance with Rule 17g-5 under the Securities Exchange Act of 1934 or any similar rule or regulation in any relevant jurisdiction (provided that such rating agency has agreed to maintain the confidentiality of information provided by such Conduit to the rating agency in accordance with such rating agencies general confidentiality policies).”;

(viii)	by deleting paragraph (iii) of clause 3.3.7 (Capitalisation) in its entirety and replacing it with the following:

(ix)	by deleting part 2 (Form of Senior Noteholder Accession Deed) of schedule 6 (Forms of Accession Deed) to the Original Framework Agreement in its entirety and replacing it with Schedule 4 (Amended and Restated Senior Noteholder Accession Deed) hereto;

(x)

by deleting each of part 1 (Issuer Revolving Period Priority of Payments), part 2 (Issuer Scheduled Amortisation Period Priority of Payments), part 3 (Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments) and part 4 (Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement in its entirety and replacing with part 1 (Issuer Revolving Period Priority of Payments), part 2 (Issuer Scheduled Amortisation Period Priority of Payments), part 3

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(xi)	by deleting schedule 10 (Form of Central Servicer Reports) to the Framework Agreement in its entirety and replacing it with Schedule 6 (Form of Central Servicer Reports) hereto;

(xii)	by deleting paragraph (ii) and paragraph (iii) of clause 4.2.27 (Liquidation Agent) of the Framework Agreement and replacing it with the following:

“(ii)	procure that the Liquidation Agent delivers to the Transaction Agent:

(A)	in respect of the Vehicle Fleet of Dutch FleetCo in The Netherlands, on or prior to the 120th day falling after the Dutch Accession Date, a copy of a liquidation plan in form and substance satisfactory to the Transaction Agent; and

(B)	in respect the Vehicle Fleet of French FleetCo in France, on or prior to the 120th day falling after the Initial French Funding Date, a copy of a liquidation plan in form and substance satisfactory to the Transaction Agent; and

(iii)	if such liquidation plan is not delivered to the Transaction Agent by the Liquidation Agent within any of the above 120-day periods or if the liquidation plan delivered to the Transaction Agent is not in form and substance satisfactory to the Transaction Agent, use its best endeavours to assist the Transaction Agent in finding a replacement liquidation agent.”;

(xiii)	by deleting clause 14A.1.2(ii) (Senior Advance Drawdowns) in its entirety and replacing it with the following:

A.

In respect of any Subordinated Advance Drawdown Notice for any Issuer Subordinated Advance which is proposed to be drawn for the purposes set out in clause 4.2.1(c), 4.2.1(d), 4.2.1(e), 4.2.1(f) or 4.2.1(g) of the Issuer Subordinated Facility Agreement, the Issuer shall immediately (and in any event by no later than the 12:00 noon (London time) on the third Business Day before the proposed Subordinated Advance Drawdown Date of such Issuer Subordinated Advance, deliver such executed Subordinated Advance Drawdown Notice to the Issuer Cash Manager.

B.

In respect of any Subordinated Advance Drawdown Notice for any Issuer Subordinated Advance which is proposed to be drawn for the purpose set out in clause 4.2.1(b) of the Issuer Subordinated Facility Agreement, the Issuer shall, by no later than 12:00 noon (London time) one Business Day before the proposed Issuer Subordinated Advance Drawdown Date of such Issuer Subordinated Advance, execute such Subordinated Advance Drawdown Notice and deliver such Subordinated Advance Drawdown Notice to the Issuer Cash Manager.”;

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(xiv)	by deleting paragraphs (ii) and (iii) of clause 14A.1.3 (Senior Advance Drawdowns) in their entirety and replacing them with the following:

A.

Following receipt of an executed Subordinated Advance Drawdown Notice for an Issuer Subordinated Advance proposed to be drawn for the purposes set out in clause 4.2.1(c), 4.2.1(d), 4.2.1(e), 4.2.1(f) or 4.2.1(g) of the Issuer Subordinated Facility Agreement by 12:00 noon (London time) on the third Business Day before the proposed Subordinated Advance Drawdown Date of such Issuer Subordinated Advance, the Issuer Cash Manager shall by no later than 4:00 p.m. (London time) on the third Business Day before the proposed Subordinated Advance Drawdown Date of such Issuer Subordinated Advance deliver such executed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to the Transaction Agent and the Central Servicer.

B.

Following receipt of an executed Subordinated Advance Drawdown Notice relating to an Issuer Subordinated Advance to be drawn for the purpose set out in clause 4.2.1(b) of the Issuer Subordinated Facility Agreement and signed by the Issuer by 12:00 noon (London time) one Business Day before the proposed Issuer Subordinated Advance Drawdown Date, the Issuer Cash Manager shall, by no later than 4:00 p.m. (London time) one Business Day before such proposed Issuer Subordinated Advance Drawdown Date, deliver such executed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to each of the Transaction Agent and the Central Servicer.

(iii)	For the avoidance of doubt, the Issuer Cash Manager shall not be responsible for ascertaining or verifying whether the Issuer Subordinated Advance relating to any executed Subordinated Advance Drawdown Notice it receives from the Issuer is to be drawn for the purpose set out in the Issuer Subordinated Facility Agreement, or for any other purpose.”;

(xv)	by adding a new clause 3.1.39 (Volcker Rule) as follows:

(xvi)	by adding the addresses and notice details of the following parties to schedule 12 (Notice details) as follows:

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(xvii)	by adding the words “The provisions of this Clause 27.1.3 shall survive the termination of this Agreement.” in clause 27.1.3 (Non-petition Against the Conduit Senior Noteholders) after the words “following two years and one day after all notes and commercial paper issued by such Conduit Senior Noteholder have been redeemed in full.”; and

(xviii)	by adding the words “The provisions of this Clause 27.2.3 shall survive the termination of this Agreement.” in clause 27.2.3 (Limited recourse Against the Conduit Senior Noteholders) after the words “and to the extent that any liabilities of any Conduit Senior Noteholder remain unpaid after the application of such sums, assets and proceeds, such liabilities shall be extinguished.”.

4	Amendments to the Original Liquidation Agency Agreement

(i)

by deleting the words “French Accession Date” in clause 4.2(a) (General Duties of the Liquidation Agent) in their entirety and replacing with “French Funding Date (provided that the Liquidation Agent has received from the relevant Avis Obligor all of the relevant information and documents that it reasonably requires for the purpose of producing a Liquidation Plan in relation to all Vehicles with respect to the Vehicle Fleet in France)”;

(ii)	by adding a new clause 4.2A (Information Duty of the Lessors, Lessees and Central Servicer) as follows:

(iii)	by adding the words “in paragraphs 1(i), 1(ii), 1 (iii) and 1(iv) and (prior to the occurrence of a Servicing Transfer Event) paragraphs 2 and 3” after the words “Each of the amounts referred to” in paragraph 6 of schedule 2 (Fees Schedule); and

(iv)	by adding a new paragraph 7 of schedule 2 (Fees Schedule) as follows:

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5	Amendments to the Original Issuer Subordinated Facility Agreement

(i)	by deleting the definition of “Minimum Subordinated Loan Amount” in clause 1 (Definitions) in its entirety;

(ii)	by deleting the definition of “Subordinated Loan Amount” in clause 1 (Definitions) in its entirety and replacing it with the following:

(iii)	by deleting clause 4.1 (Grant of the Subordinated Facility) in its entirety and replacing it with the following:

(iv)	by deleting clause 5 (Availability of the Subordinated Facility) in its entirety and replacing it with the following:

A.	in respect of any Issuer Subordinated Advance proposed to be drawn pursuant to Clause 4.2.1(c), 4.2.1(d), 4.2.1(e), 4.2.1(f) or 4.2.1(g), the third Business Day before the proposed Issuer Subordinated Advance Drawdown Date;

B.	in respect of any Issuer Subordinated Advance proposed to be drawn pursuant to Clause 4.2.1(a), the Information Date or the Intra-Month Information Date (as applicable); and

C.	in respect of any Issuer Subordinated Advance proposed to be drawn pursuant to Clause 4.2.1(b), one Business Day before the proposed Issuer Subordinated Advance Drawdown Date.”; and

(v)	by deleting clause 9.1.5(i) in its entirety and replacing it with the following:

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(a)	item (i)(i) and item (i)(j) (as applicable) of the definition of “Ongoing Issuer Fee” (in respect of the Issuer Revolving Period Priority of Payments);

(b)	item (ii)(i) and item (ii)(j) (as applicable) of the definition of “Ongoing Issuer Fee” (in respect of the Issuer Scheduled Amortisation Period Priority of Payments);

(c)	item (iii)(i) and item (iii)(j) (as applicable) of the definition of “Ongoing Issuer Fee” (in respect of the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments); and

(d)	item (iv)(h) and item (iv)(i) (as applicable) of the definition of “Ongoing Issuer Fee” (in respect of the Issuer Rapid Amortisation (Post-Enforcement) Priority of Payments);”.

6	Amendments to the Original Issuer Cash Management Agreement

A.	in respect of any Issuer Subordinated Advance proposed to be drawn pursuant to clauses 4.2.1(c), 4.2.1(d), 4.2.1(e), 4.2.1(f) or 4.2.1(g), the third Business Day before the proposed Issuer Subordinated Advance Drawdown Date; and

B.	in respect of any Issuer Subordinated Advance proposed to be drawn pursuant to clause 4.2.1(b), one Business Day before the proposed Issuer Subordinated Advance Drawdown Date (such Business Day, the “Prior IRRA Day”); and

7	Amendments to the Original Finco Payment Guarantee

8	Amendments to the Original VFN Funding Agreement

(i)	by deleting clause 5.1.1(ii) in its entirety and replacing it with the following:

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(ii)	by deleting the words “a minimum denomination of €100,000” in clause 2.1 and replacing it with “a minimum denomination of €1,000”.

9	Amendment and Restatement of the Original Issuer Note Issuance Facility Agreement

(i)

The Parties (to the extent that they are party to the Original Issuer Note Issuance Facility Agreement) agree that with effect on and from the Amendment Date, the Original Issuer Note Issuance Facility Agreement is amended and restated in the form set out in Schedule 3 (Amended and Restated Issuer Note Issuance Facility Agreement) (the “Amended and Restated Issuer Note Issuance Facility Agreement”) and the rights and obligations of the parties (excluding such rights and obligations accrued prior to the Amendment Date) to the Original Issuer Note Issuance Facility Agreement shall be governed by the Amended and Restated Issuer Note Issuance Facility Agreement.

(ii)

For the purposes of clause 21.4(ii)(a) of the Amended and Restated Issuer Note Issuance Facility Agreement, only in respect of the accession of Elektra Purchase No. 34 Limited as Acceding Senior Noteholder, such clause shall be deemed to read “it shall, on or prior to the Initial French Funding Date, enter into an appropriate Liquidity Facility Arrangement or Liquidity Facility Arrangements with one or more Liquidity Provider, each as the context shall require”.

(iii)	For the purposes of clause 21.4(ii)(b) of the Amended and Restated Issuer Note Issuance Facility Agreement, only in respect of the accession of Elektra Purchase No. 34 Limited as Acceding Senior Noteholder, such clause shall be deemed to read “it shall, on or prior to the Initial French Funding Date, deliver a Rating Agency Affirmation from the relevant Rating Agency to the Issuer”.

10	Amendment Date

11	Transaction Agent

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11.1	In accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modification of Transaction Documents by the Transaction Agent) of the Framework Agreement, each Senior Noteholder hereby instructs and directs the Transaction Agent to consent to all the amendments required to be agreed by such Senior Noteholder as set out herein.

11.2	The Transaction Agent hereby consents to all amendments referred to herein.

12	Issuer Security Trustee and FleetCo Security Agent

12.1

In accordance with clause 24.3.1 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the Issuer Security Trustee to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the Issuer Security Trustee as set out herein.

12.2

In accordance with clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the FleetCo Security Agent to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the FleetCo Security Agent as set out herein.

13	Transaction Documents

13.1

Save as expressly amended by this Deed, the Original Framework Agreement, the Original Master Definitions Agreement, the Original Liquidation Agency Agreement, the Original Issuer Subordinated Facility Agreement, the Original Issuer Cash Management Agreement, the Original Finco Payment Guarantee, the Original VFN Funding Agreement, the Original Issuer Note Issuance Facility Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof.

13.2	By their acceptance of the terms of this Deed, each of the Issuer, the FleetCos and the Avis Obligors confirms that its obligations under the Transaction Documents to which it is a party will remain in full force and effect.

13.3	The FleetCo Security Agent and the Transaction Agent hereby designate this Deed as a FleetCo Transaction Document.

13.4	The Transaction Agent hereby designates this Deed as an Issuer Transaction Document.

14	Confirmation of Guarantees

14.1	Avis Budget EMEA Limited as the guarantor under the Avis Europe Payment Guarantee hereby (i) expressly confirms that its obligations under the Avis Europe Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Avis Europe Payment Guarantee.

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14.2	Finco as the guarantor under the Original Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the Original Finco Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Original Finco Payment Guarantee.

15	Illegality

16	Rights and remedies

17	Counterparts

18	Incorporation of Common Terms

19	Third party rights

20	Governing law and jurisdiction

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1	GM/Opel Group

2	Iveco Group

3	Fiat Group

4	Ford Group

5	Volkswagen Group

6	Renault Group

7	Nissan Group

8	Peugeot/Citroën Group

9	Toyota Group

10	Daimler Group

11	Tata Group

12	BMW Group

13	Hyundai/Kia Group

14	Mitsubishi Group

15	Honda Group

16	Suzuki Group

17	Mazda Group

18	Volvo Group

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1	GM/Opel Group: General Motors Company (a Delaware corporation, whose registered office is located at: 300 Renaissance Center, Detroit, Michigan, zip 48625-3000, United States of America. IRS Employer Identification number 27-0756180).

2	Iveco Group: Iveco S.p.A (a “società per azioni” incorporated under the laws of Italy with a share capital of 200,000,000 Euros whose registered office is located at: Via Puglia 35, 10156 Torino, Italy. Registered with the registry of Trade and Companies of Torino under number 09709770011 - REA 1074767).

3	Fiat Group: Fiat Group Automobiles S.p.A (a “società per azioni” incorporated under the laws of Italy with a share capital of 800,000,000 Euros whose registered office is located at: Corso Giovanni Agnelli 200, 10135 Torino, Italy. Registered with the registry of Trade and Companies of Torino under number 07973780013).

4	Ford Group: Ford Motor Company (a Delaware corporation since 1919, with a share capital of 3,326,248,800 common stocks, whose registered office is located at: One American Road, Dearborn, MI 48126, United States of America. IRS Employer Identification Number 38-0549190).

5	Volkswagen Group: Volkswagen AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Berliner Ring 2, 38440 Wolfsburg, Germany. Entered in the Register of Companies at the District Court of Braunschweig under number HRB 100484).

6	Renault Group: Renault SA (a “société anonyme” incorporated under the laws of France with a share capital of 1,126,701,902.04 Euros whose registered office is located at: 13/15 quai Alphonse Gallo 92100 Boulogne-Billancourt, France. Registered with the registry of Trade and Companies of Nanterre under number 441 639 465).

7	Nissan Group: Nissan Motors Co Ltd (incorporated under the laws of Japan whose registered office is located at: 2, Takara-cho, Kanagawa-ku, Yokohama City, 220-8623, Japan, established since 26 December 1933).

8	Peugeot/Citroën Group: Peugeot S.A. (a “société anonyme” incorporated under the laws of France with a share capital of 783,088,675 Euros whose registered office is located at 75 avenue de la Grande Armée, 75116 Paris, France. Registered with the registry of Trade and Companies of Paris under number 552 100 554).

9	Toyota Group: Toyota Motor Corporation (incorporated under the laws of Japan on 28 August 1937, whose registered office is located at: 1 Toyota-Cho, Toyota City, Aichi Prefecture 471-8571, Japan).

10	Daimler Group: Daimler AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Mercedesstrasse 137, 70327 Stuttgart, Germany. Registered with the registry of Stuttgart under number 19360).

11	Tata Group: Tata Motors Limited (a “Limited” company incorporated under the laws of India whose registered office is located at: Bombay House, 24 Homi Mody Street, Mumbai 400 001, India with Corporate Identity Number (CNI) L28920MH1945PLC004520).

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12	BMW Group: Bayerische Motoren Werke AG, BMW AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Petuelring 130, 80788 München, Germany, registered with the registry of München under number HRB 42243).

13	Hyundai/Kia Group: Hyundai Motor Company, Ltd (incorporated under the laws of South Korea whose registered office is located at: 231 Yangjae-Dong, Seocho-Gu, Seoul 137130, South Korea, established since 1944).

14	Mitsubishi Group: Mitsubishi Motors Corporation (incorporated under the laws of Japan whose registered office is located at: 33-8, Shilba 5-chome, Minato-ku, Tokyo, 108-8410 Japan, established since 22 April 1970).

15	Honda Group: Honda Motor Co., Ltd (incorporated under the laws of Japan whose registered office is located at: 1-1 2-chome, Minami-Aoyama, Minato-ku, Tokyo, 107-8556 Japan, established since 24 September 1948).

16	Suzuki Group: Suzuki Motor Corp. (incorporated under the laws of Japan whose registered office is located at: 300, Takatsuka-cho, Minami-ku, Hamamatsu City, 432-8611 Japan, established since 1909).

17	Mazda Group: Mazda Motor Corporation (incorporated under the laws of Japan whose registered office is located at: 3-1 Shinchi, Fuchu-Cho, Aki-Gun, 730-8670 Hiroshima, Japan, established since 30 January 1920).

18	Volvo Group: Geely Automobile Holdings Limited (incorporated under the laws of the Cayman Islands whose registered office is located at: P.O. Box 309, George Town, Cayman Islands, established since 1900).

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C.	“Vehicle Manufacturer Group Rating Entity”

1	GM/Opel Group: General Motors Company (a Delaware corporation, whose registered office is located at: 300 Renaissance Center, Detroit, Michigan, zip 48625-3000, United States of America. IRS Employer Identification number 27-0756180).

2	Iveco Group: CNH Industrial N.V. (a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with registered number 60372958).

3	Fiat Group: Fiat Chrysler Automobiles N.V. (a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with registered number 60372958).

4	Ford Group: Ford Motor Company (a Delaware corporation since 1919, with a share capital of 3,326,248,800 common stocks, whose registered office is located at: One American Road, Dearborn, MI 48126, United States of America. IRS Employer Identification Number 38-0549190).

5	Volkswagen Group: Volkswagen AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Berliner Ring 2, 38440 Wolfsburg, Germany. Entered in the Register of Companies at the District Court of Braunschweig under number HRB 100484).

6	Renault Group: Renault SA (a “société anonyme” incorporated under the laws of France with a share capital of 1,085,610,418.58 Euros whose registered office is located at: 13/15 quai Alphonse Gallo 92100 Boulogne-Billancourt (France). Registered with the registry of Trade and Companies of Nanterre under number 441 639 465).

7	Nissan Group: Nissan Motors Co Ltd (incorporated under the laws of Japan whose registered office is located at: 2, Takara-cho, Kanagawa-ku, Yokohama City, 220-8623, Japan, established since 26 December 1933).

8	Peugeot/Citroën Group: Peugeot S.A. (a “société anonyme” incorporated under the laws of France with a share capital of 783,088,675 Euros whose registered office is located at 75 avenue de la Grande Armée, 75116 Paris, France. Registered with the registry of Trade and Companies of Paris under number 552 100 554).

9	Toyota Group: Toyota Motor Corporation (incorporated under the laws of Japan in 28 August 1937, whose registered office is located at: 1 Toyota-Cho, Toyota City, Aichi Prefecture 471-8571, Japan).

10	Daimler Group: Daimler AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Mercedesstrasse 137, 70327 Stuttgart, Germany. Registered with the registry of Stuttgart under number 19360).

11	Tata Group: Tata Motors Limited (a “Limited” company incorporated under the laws of India whose registered office is located at: Bombay House, 24 Homi Mody Street, Mumbai 400,001, India with Corporate Identity Number (CNI) L28920MH1945PLC004520).

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12	BMW Group: Bayerische Motoren Werke AG, BMW AG (an “Aktiengesellschaft” incorporated under the laws of Germany whose registered office is located at: Petuelring 130, 80788 München, Germany, registered with the registry of München under number HRB 42243).

13	Hyundai/Kia Group: Hyundai Motor Company, Ltd (incorporated under the laws of South Korea whose registered office is located at: 231 Yangjae-Dong, Seocho-Gu, Seoul 137130, South Korea, established since 1944).

14	Mitsubishi Group: Mitsubishi Motors Corporation (incorporated under the laws of Japan whose registered office is located at: 33-8, Shilba 5-chome, Minato-ku, Tokyo, 108-8410 Japan, established since 22 April 1970).

15	Honda Group: Honda Motor Co., Ltd (incorporated under the laws of Japan whose registered office is located at: 1-1 2-chome, Minami-Aoyama, Minato-ku, Tokyo, 107-8556 Japan, established since 24 September 1948).

16	Suzuki Group: Suzuki Motor Corp. (incorporated under the laws of Japan whose registered office is located at: 300, Takatsuka-cho, Minami-ku, Hamamatsu City, 432-8611 Japan, established since 1909).

17	Mazda Group: Mazda Motor Corporation (incorporated under the laws of Japan whose registered office is located at: 3-1 Shinchi, Fuchu-Cho, Aki-Gun, 730-8670 Hiroshima, Japan, established since 30 January 1920).

18	Volvo Group: Geely Automobile Holdings Limited (incorporated under the laws of the Cayman Islands whose registered office is located at: P.O. Box 309, George Town, Cayman Islands, established since 1900).

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(1)	CARFIN FINANCE INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (the "Issuer");

(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme organised and existing under the laws of France whose registered office is 9, quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade registry of Nanterre under number 304187701 RCS Nanterre (the “Transaction Agent”);

(3)	DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”);

(4)	THE INITIAL SENIOR NOTEHOLDERS listed in Schedule 1 (Initial Senior Noteholders) (the “Initial Senior Noteholders”);

(5)	DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with registered number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors); and

(6)

DEUTSCHE BANK AG, LONDON BRANCH, an Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and having its principal place of business at Taunusanlage 12, 60235, Frankfurt am Main, Germany, acting through its London Branch operating in the United Kingdom under branch number BR00005, whose address is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the “Issuer Cash Manager”),

1	Definitions, Construction

1.1	Definitions

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1.2	Construction

1.3	Inconsistencies with other Transaction Documents

1.4	Obligations of Senior Noteholders

1.5	Amendments

2	Form, Denomination, Title and Register of Senior Notes

2.1	Form and Denomination

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2.2	Register of Senior Notes

2.2.1	Title: Title to the Senior Notes will pass by registration in the Register.

2.2.2

Maintenance of Register: The Issuer shall at all times cause the Register to be kept and maintained at the Specified Office of the Registrar which shall be outside the United Kingdom and the Registrar shall maintain and update the Register, in reliance on and in accordance with information supplied to it in accordance with this Agreement by any of the Issuer, the Issuer Cash Manager (acting on behalf of the Issuer and to the extent the Issuer Cash Manager has such information in its possession), the Transaction Agent or a Senior Noteholder.

2.2.3	Updating Register and Notifying Issuer Cash Manager: Upon receipt by the Issuer of payment by a Senior Noteholder of the subscription price in relation to the purchase of Senior Notes pursuant to Clause 3 (Senior Notes Issue: Initial Funding Date) or Clause 4 (Further Senior Notes Issues) above, the Issuer Cash Manager (on behalf of the Issuer) shall promptly:

(i)	notify the Registrar (with a copy to the Transaction Agent and the Central Servicer) of such receipt; following which,

(ii)	the Registrar shall update the Register to reflect such purchase.

2.2.4

Inspection of Register: The Issuer shall procure that the Register and the information set out below shall upon request be made available by the Registrar to the Issuer, the Issuer Security Trustee, the Transaction Agent, the Central Servicer, the Issuer Cash Manager and any Senior Noteholders (or any third party on behalf of any of them) for inspection and for the taking of electronic copies or extracts therefrom at all reasonable times.

2.2.5	Information to be shown on Register: The Register shall record (and the Issuer shall procure that the Register records):

(i)

upon the Registrar being advised by the Issuer Cash Manager of the receipt by the Issuer of the first Senior Advance received from a Senior Noteholder (including, for the avoidance of doubt, the first Senior Advances received from the Initial Senior Noteholders in respect of Senior Notes on the Initial Funding Date in accordance with Clause 3.2 (Payment of Subscription Price on Initial Funding Date), and the first Senior Advances received from New Senior Noteholders in respect of Further Senior Notes in accordance with Clause 5.1.7 (New Senior Noteholders)), all details (of which it has received notice) set out in the form of the Register in Schedule 8 (Form of the Register) in respect of the relevant Senior Noteholder and Senior Notes;

(ii)	upon the Registrar being advised by the Issuer Cash Manager of the receipt by the Issuer of a Senior Advance received from an Existing Senior Noteholder, details (of which it has received notice) of the date, amount and reference number of each such Senior Advance and the revised Senior Note Principal Amount Outstanding in respect of the relevant Senior Note;

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(iii)

upon the Registrar being notified (by way of a notice substantially in the form set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) to this Agreement or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes), as applicable) of a transfer of any Senior Note Principal Amount Outstanding to any Existing Senior Noteholder, Acceding Senior Noteholder or Replacement Senior Noteholder, the amount and date of such transfer, the revised Senior Note Principal Amount Outstanding of the relevant Senior Noteholder(s) and details of any Acceding Senior Noteholder or Replacement Senior Noteholder which is not an Existing Senior Noteholder;

(iv)	upon the Registrar being advised by the Issuer Cash Manager of any Senior Advance Repayment made by the Issuer, the amount and date thereof and the remaining Senior Note Principal Amount Outstanding;

(v)	upon the Registrar being advised by the relevant Senior Noteholder or Transaction Agent, the identity of each Senior Noteholder and (to the extent applicable) the members of a Senior Noteholder Group;

(vi)	the Senior Note Principal Amount Outstanding of each Senior Noteholder from time to time;

(vii)	upon the Registrar being notified by the Transaction Agent in accordance with Clause 7.1.6 (Senior Advance Reference Numbers) of the reference number allocated to a Senior Advance, the reference number of each Senior Advance; and

(viii)	subject to the Registrar’s prior agreement, such other information which the Issuer or the Transaction Agent considers may be necessary or desirable for the purposes of the Senior Note.

2.3	Entries in Register conclusive

2.4	Registration of Transfers of Senior Note Principal Amount Outstanding in the Register

2.4.1	As set forth below and subject to and in accordance with the terms of this Agreement including the satisfaction of the conditions set out in Clause 2.6 (Provision of information to the Registrar to verify identity of a new Senior Noteholder), the Registrar shall register the transfer of any

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2.4.2	The Registrar shall not be obliged to register the transfer of any portion of Senior Note Principal Amount Outstanding to a Senior Noteholder which is not an Existing Senior Noteholder until the conditions set out in Clause 2.6 (Provision of information to the Registrar to verify identity of a new Senior Noteholder) are satisfied.

2.4.3	No transfer of any Senior Note Principal Amount Outstanding otherwise permitted hereunder shall be effective unless and until it has been duly recorded in the Register as provided in this Clause 2 (Form, Denomination, Title and Register of Senior Notes).

2.4.4	The transfer of any Senior Note Principal Amount Outstanding shall be effected without charge by or on behalf of the Issuer or the Registrar but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.

2.4.5	Notwithstanding the foregoing,

(i)

if the holder of an Unrestricted Senior Note wishes to transfer all or any part thereof or all or any amount related thereto to a transferee that is an Eligible U.S. Person such Eligible U.S. Person must, subject to satisfaction of the applicable transfer requirements set forth in the Senior Noteholder Accession Deed and Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) hereof, take in the form of a Restricted Senior Note;

(ii)

if the holder of a Restricted Senior Note wishes to transfer all or any part thereof or all or any amount related thereto to a transferee that is a Non-U.S. Person such Non-U.S. Person must, subject to satisfaction of the applicable transfer requirements set forth in the Senior Noteholder Accession Deed and Schedule 6A (Selling Restrictions for Restricted Senior Notes) hereof, take in the form of an Unrestricted Senior Note;

(iii)	no Restricted Senior Note (or any part thereof or any amount relating thereto) may be held by a Non-U.S. Person or by a U.S. person that is not an Eligible U.S. Person; and

(iv)	no Unrestricted Senior Note (or any part thereof or any amount relating thereto) may be held by a U.S. person.

2.5	Information from the Issuer Cash Manager

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2.6	Provision of information to the Registrar to verify identity of a new Senior Noteholder

2.7	Senior Noteholder Commitment

3	Senior Notes Issue: Initial Funding Date

3.1	Initial issue and subscription of the Senior Notes

3.2	Payment of Subscription Price on Initial Funding Date

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4	Further Senior Notes Issues

4.1	Issue of Further Senior Notes

(i)	such Further Senior Note is issued in accordance with any of Clause 5.1 (Increase in Senior Noteholder Commitments), Clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) or Clause 21.5 (Replacement Senior Noteholder);

(ii)

a Senior Noteholder Fee Letter, substantially in the form of Schedule 2 (Form of Senior Noteholder Commitment Letter) to this Agreement, is entered into by any New Senior Noteholder, Acceding Senior Noteholder or Replacement Senior Noteholder, specifying, amongst other things, the Senior Noteholder Commitment of such New Senior Noteholder, Acceding Senior Noteholder or Replacement Senior Noteholder; and

(iii)	except as specifically provided in clause 5.2(i) or clause 9.1(i) of the Framework Agreement, neither the Scheduled Amortisation Period nor the Rapid Amortisation Period has commenced.

4.2	Payment for Further Senior Notes

(i)	a New Senior Noteholder, in accordance with Clause 5.1.7 (New Senior Noteholders);

(ii)	an Acceding Senior Noteholder, in accordance with Clause 4.3 (Further Senior Notes: Transfer from an Existing Senior Noteholder to an Acceding Senior Noteholder); or

(iii)	a Replacement Senior Noteholder, in accordance with Clause 21.5 (Replacement Senior Noteholder).

4.3	Further Senior Notes: Transfer from an Existing Senior Noteholder to an Acceding Senior Noteholder

(i)	the Initial Principal Amount of such Further Senior Note to be issued and the Senior Noteholder Commitment of the Acceding Senior Noteholder shall be equal to the corresponding reduction in the Senior Note Principal Amount Outstanding of the Senior

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(ii)

the purchase price (which, if so specified in the relevant form of transfer, shall include accrued interest, if any) payable by such Acceding Senior Noteholder to the Existing Senior Noteholder shall be the purchase price as set out in the form of transfer substantially in the form set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes); and

(iii)	no purchase price or corresponding amount in respect of an existing Senior Advance shall be payable by such Acceding Senior Noteholder to the Issuer.

4.4	Transfer from an Existing Senior Noteholder to another Existing Senior Noteholder

(i)	no Further Senior Note shall be issued to such transferee Existing Senior Noteholder;

(ii)	the provisions of Clause 21.4(i), (ii), (iii), (iv) and (v) (Transfers by Senior Noteholders; Accession of further Senior Noteholders) only shall not apply;

(iii)	the increase in the Senior Note Principal Amount Outstanding and the Senior Noteholder Commitment of the transferee Existing Senior Noteholder shall be equal to the corresponding reduction in the Senior Note Principal Amount Outstanding and the Senior Noteholder Commitment, respectively, of the transferor Existing Senior Noteholder;

(iv)

the purchase price (which, if so specified in the relevant form of transfer, shall include accrued interest, if any) payable by such transferee Existing Senior Noteholder to the transferor Existing Senior Noteholder shall be the purchase price as set out in the form of transfer substantially in the form set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes); and

(v)	no purchase price or corresponding amount in respect of an existing Senior Advance, shall be payable by either the transferor Existing Senior Noteholder or the transferee Existing Senior Noteholder to the Issuer.

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4.5	Effectiveness of Transfers

4.5.1

The transferor and transferee Existing Senior Noteholders shall notify any such changes to their respective Senior Noteholder Commitments to each of the Issuer Cash Manager (on behalf of the Issuer), the Registrar and the Transaction Agent, by completing, signing and delivering to each such party a form of transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment substantially in the form set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes).

4.5.2

Any transfer in accordance with Clause 4.3 (Further Senior Notes: Transfer from an Existing Senior Noteholder to an Acceding Senior Noteholder) or Clause 4.4 (Transfer from an Existing Senior Noteholder to another Existing Senior Noteholder) of an Existing Senior Noteholder's Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment, to an Acceding Senior Noteholder or to an Existing Senior Noteholder, as applicable, shall be immediately effective upon:

(i)	the completion of the form of transfer substantially set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes);

(ii)

the payment of the purchase price as set out in the form of transfer substantially set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Restricted Senior Notes) which shall be paid on the date of such transfer unless the transferor Existing Senior Noteholder notifies otherwise;

(iii)	signed documents being presented to the Registrar for the purposes of updating the Register;

(iv)	a new Senior Noteholder Fee Letter being entered into between the Issuer and each Senior Noteholder involved in the transfer, specifying, amongst other things, the Senior Noteholder Commitment of the relevant Senior Noteholder; and

(v)	the provisions in respect of the registration of transfer in question set out in Clause 2.4 (Registration of Transfers of Senior Principal Amount Outstanding in the Register) being complied with.

5	Increase in and Intra-Senior Noteholder Group Transfer of Senior Noteholder Commitments

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5.1	Increase in Senior Noteholder Commitments

5.1.1

The Issuer may request an increase in the Total Senior Noteholder Commitments, provided that the Total Senior Noteholder Commitments shall not exceed EUR 1,500,000,000 and that such increase is subject to and conducted in accordance with this Clause 5.1. For the avoidance of doubt no Senior Noteholder is obliged to consent to such a request and its Senior Noteholder Commitment will not be affected by any other Senior Noteholder consenting to such a request.

5.1.2	Any increase in the Total Senior Noteholder Commitments pursuant to this Clause 5.1 shall continue in force up to, but excluding, the Scheduled Amortisation Commencement Date.

5.1.3	If the Issuer wishes to increase the Total Senior Noteholder Commitments:

(i)

the Issuer shall notify the Transaction Agent, the Issuer Cash Manager, the Senior Noteholders, the Issuer Security Trustee, the Central Servicer and the Registrar by delivering a notice substantially in the form attached as Schedule 5 (Form of Senior Noteholder Commitment Increase Request Notice and Senior Noteholder Acknowledgement) (a “Senior Noteholder Commitment Increase Request Notice”), and shall stipulate in such notice:

(a)	the amount by which the Issuer wishes to increase the Total Senior Noteholder Commitments (the “Senior Noteholder Commitment Increase Request Amount”); and

(b)

the date by which each Senior Noteholder shall inform the Issuer whether it is or is not willing to increase its Senior Noteholder Commitment, such date to be 20 Business Days after the date of receipt by the relevant Senior Noteholder of the Senior Noteholder Commitment Increase Request Notice, unless a longer period of time is agreed between the Issuer and each Senior Noteholder (the “Response Time”).

(ii)

each Senior Noteholder may, in its absolute discretion and subject to the payment in accordance with Clause 11 (Fees) of any applicable fee by the Issuer to the relevant Senior Noteholder, increase, in part or in whole, its Senior Noteholder Commitment by up to an amount equal to the product of the Senior Noteholder Commitment Increase Request Amount (as defined above) and its Relevant Senior Noteholder Percentage.

5.1.4

Each Senior Noteholder which exercises its discretion to increase its Senior Noteholder Commitment shall inform the Transaction Agent, the Issuer Cash Manager, the Issuer, the Issuer Cash Manager, the Issuer Security Trustee, the Registrar and the Central Servicer in writing by delivering an acknowledgement substantially in the form attached as Schedule 5 (Form of Senior Noteholder Commitment Increase Request Notice and Senior Noteholder Acknowledgement) within the Response Time and specify the amount by which it is willing to increase its Senior Noteholder Commitment. No Senior Noteholder shall be obliged to increase its Senior Noteholder Commitment. If a Senior Noteholder does not respond by the

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5.1.5

If any Senior Noteholder does not exercise in whole its discretion to increase its Senior Noteholder Commitment in accordance with Clauses 5.1.3 and 5.1.4 above, each remaining Senior Noteholder which has exercised its discretion to increase its Senior Noteholder Commitment in whole (each, a “Remaining Senior Noteholder”) may (but is not obliged to), without the consent of any other party or any other Senior Noteholder, exercise the discretion to increase its Senior Noteholder Commitment by an amount equal to the product of:

(a)	the Initial Unallocated Senior Noteholder Commitment Increase Request Amount; and

(b)	such Remaining Senior Noteholder’s Relevant Senior Noteholder Percentage divided by the aggregate of the Relevant Senior Noteholder

5.1.6	If one or more Senior Noteholders does not exercise in part or in whole its discretion to increase its Senior Noteholder Commitment in accordance with Clauses 5.1.3 and 5.1.4 above, the Issuer shall notify the Transaction Agent, the Central Servicer, the Issuer Cash Manager and the Remaining Senior Noteholders by delivering a further Senior Noteholder Commitment Increase Request Notice, stating:

(i)	the Initial Unallocated Senior Noteholder Commitment Increase Request Amount; and

(ii)

the time by which each Remaining Senior Noteholder shall inform the Issuer whether it is or is not willing so to increase its Senior Noteholder Commitment, provided that such time shall be five Business Days after the date of receipt by the relevant Remaining Senior Noteholder of the Senior Noteholder Commitment Increase Request Notice, unless a longer period of time is agreed between the Issuer and the relevant Remaining Senior Noteholders (the “Further Response Time”).

5.1.7	New Senior Noteholders:

(i)	If, following the procedures set out above in this Clause 5.1, the Total Senior Noteholder Commitments are not increased by the Senior Noteholder Commitment Increase Request Amount, the Issuer shall be entitled (but not obliged) to allocate the remaining portion of the Senior Noteholder Commitment Increase Request

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(ii)	The Issuer and the New Senior Noteholder shall agree the Initial Principal Amount of such Further Senior Note provided that the aggregate of the Initial Principal Amounts of all such Further Notes shall not exceed the Final

(iii)

Upon receipt of the relevant Senior Advance Drawdown Notice, the New Senior Noteholder shall pay, or procure payment of, the subscription price for the Further Senior Note for which it is subscribing (being an amount equal to 100 per cent. of the Initial Principal Amount of such Further Senior Note). Such payment shall be made on the relevant Senior Advance Drawdown Date to the Issuer Transaction Account, in immediately available and freely transferable funds and shall constitute the first Senior Advance in respect of such Further Senior Note, which shall be drawn by the Issuer on such Senior Advance Drawdown Date.

(iv)	The Issuer shall provide a Note Certificate to the New Senior Noteholder for its Further Senior Note.

(v)	Upon receipt of the subscription price from such New Senior Noteholder by the Issuer into the Issuer Transaction Account the Issuer Cash Manager shall advise the Registrar of such receipt, the date of receipt and the identity of the New Senior Noteholder who subscribed for the relevant Senior Note, and (subject to Clause 2.6) the Registrar shall enter such details in the Register.

5.1.8	If the Issuer elects to increase the Total Senior Noteholder Commitments pursuant to this Clause 5.1 (Increase in Senior Noteholder Commitments), it shall certify, in the relevant Senior Noteholder Commitment Increase Request Notice, each of the following which shall be deemed to be repeated upon the lapsing of each of the Response Time and the Further Response Time (if applicable):

(i)	that no Issuer Event of Default has occurred and is continuing; and

(ii)	that the representations and warranties of the Issuer in clause 3 (Representations and Warranties) of the Framework Agreement, are correct,

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(i)	no Issuer Event of Default has occurred and is continuing or would result from such increase in the Total Senior Noteholder Commitments;

(ii)	all representations and warranties of the Issuer being repeated are true;

(iii)	to the extent that the Senior Notes are immediately before such increase ascribed a rating by one or more Rating Agencies that the Issuer has received Rating Agency Affirmation;

(iv)	that in the case of a New Senior Noteholder it has issued a Further Senior Note in accordance with Clause 4 (Further Senior Notes Issues);

(v)	that each increased Senior Noteholder Commitment and any issuance of one or more Further Senior Notes in respect thereof shall be made in accordance with and subject to the terms and conditions of the Issuer Transaction Documents; and

(vi)	that the requirements of Clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) have been complied with in relation to any New Senior Noteholder.

5.1.9	The Registrar shall, in accordance with Clause 2.2 (Register of Senior Notes) and Clause 2.4 (Registration of Transfers of Senior Note Principal Amount Outstanding in the Register), update the Register with details of which it is made aware of any Further Senior Note, any New Senior Noteholder and the Senior Note Principal Amount Outstanding in respect of each Senior Note.

5.2	Intra-Senior Noteholder Group Transfers of Senior Noteholder Commitment

5.2.1

Notwithstanding any other provision of this Agreement, within a single Senior Noteholder Group, any Senior Noteholder may in its absolute discretion and without the requirement for any consent of any party that is not a member of that Senior Noteholder Group, transfer any of its Senior Noteholder Commitment (“Decreased Senior Noteholder’s Commitment”), to one or more other Senior Noteholders of such single Senior Noteholder Group, but without prejudice to the restrictions on transfer otherwise set forth in the Senior Noteholder Accession Deed and in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) and Schedule 6A (Selling Restrictions for Restricted Senior Notes) hereof and subject to delivery of a “Letter of Representation” in the form set forth in the Senior Noteholder Accession Deed. The Senior Noteholder Commitment of such other Senior Noteholder(s) shall be increased by a total amount equal to the Decreased Senior Noteholder’s Commitment so that the aggregate of the Senior Noteholder Commitments of all Senior Noteholders in such Senior Noteholder Group remains unchanged.

5.2.2

The transferor and transferee Senior Noteholders within such Senior Noteholder Group shall notify any such changes to their respective Senior Noteholder Commitments to each of the Issuer Cash Manager, the Issuer, the Issuer Security Trustee, the Central Servicer and the Transaction Agent by completing and signing the form of transfer substantially set out in Schedule 7 (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for Unrestricted Senior Notes) or Schedule 7A (Form of Transfer of Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment for

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5.3	Effective Date of Increases and Decreases of Senior Noteholder Commitments

6	Funding of Senior Advances

(i)	each of the applicable conditions precedent set out in schedule 2 to the Framework Agreement (Conditions Precedent to Senior Advances and FleetCo Advances) have been fulfilled on or before the relevant Senior Advance Drawdown Date in a manner satisfactory to the Transaction Agent;

(ii)	upon such Senior Advance(s) being made, the aggregate Senior Note Principal Amount Outstanding shall not exceed the Total Senior Noteholder Commitments; and

(iii)	except as specifically provided in clause 5.2(i) and clause 9.1(i) of the Framework Agreement, no Senior Advance Drawdown Notice may be delivered, and the Senior Noteholders shall be under no obligation to make Senior Advances, after the earlier of (i) the Business Day immediately preceding the Scheduled Amortisation Commencement Date and (ii) the commencement of the Rapid Amortisation Period.

7	Utilisation

7.1	Drawdown Notices

(i)	The Parties acknowledge that Clause 14A.1 (Senior Advance Drawdowns) of the Framework Agreement governs when and whether the Issuer shall sign a Senior Advance Drawdown Notice.

(ii)

Upon receipt from the Issuer of a signed Senior Advance Drawdown Notice, the Issuer Cash Manager shall (on behalf of the Issuer, pursuant to and in accordance with the Issuer Cash Management Agreement and Clause 14A.1 (Senior Advance Drawdowns) of the Framework Agreement) deliver a duly completed irrevocable Senior Advance Drawdown Notice to each of the Senior Noteholders (with a copy to each of the Transaction Agent, the Issuer Security Trustee, the Central Servicer, the Subordinated Lender and the Registrar) not later than 4.00 p.m. (GMT) on the relevant

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7.1.2	Contents of Senior Advance Drawdown Notice

(i)	the relevant Senior Advance Drawdown Date;

(ii)	the Issuer Proposed Repayment Schedule setting out the proposed Senior Advance Repayment Dates, provided that:

(a)	only one Senior Advance Repayment Date may be specified for each individual Senior Advance and the latest date that such proposed Senior Advance Repayment Dates must fall on is 35 (thirty five) days falling after the drawdown of such Senior Advance;

(b)	there shall be no more than five (5) Senior Advance Drawdown Dates during the period starting from (and including) any Settlement Date and ending on (but excluding) the next Settlement Date; and

(c)	there shall be no more than five (5) Senior Advance Repayment Dates during the period starting from (and including) any Settlement Date and ending on (but excluding) the next Settlement Date;

A.	where more than one Senior Advance is drawn on the same date, such Senior Advances shall be deemed to be drawn on a single Senior Advance Drawdown Date for the purposes of paragraph (b) above regardless of the number of relevant Senior Advances drawn on such date and regardless of their respective Senior Advance Repayment Date(s);

B.	where more than one Senior Advance is repaid on the same date, such Senior Advances shall be deemed to be repaid on a single Senior Advance Repayment Date for the purposes of paragraph (c) above regardless of the number of relevant Senior Advances repaid on such date; and

C.

where one or more Senior Advance(s) are drawn on the same date as the Senior Advance Repayment Date of one or more existing Senior Advance(s) under this Agreement (and in whole or in part for the purpose of refinancing the maturing Senior Advance(s)), and the aggregate amount of the new Senior Advance(s) being drawn is equal to the aggregate amount of the Senior Advance(s) being repaid in respect of existing Senior Advances on that date, no additional Senior

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(iii)

the amount of the Senior Advance to be made by each Senior Noteholder, provided that such amount (x) shall be at least equal to the Senior Noteholder Minimum Drawing Amount and in integral units of€1,000 in excess thereof for each Senior Noteholder and (y) when aggregated with all other Senior Advances to be made on the same Senior Advance Drawdown Date by all other Senior Noteholders, shall be at least equal to the Minimum Drawing Amount; and

(iv)	that after taking into account the aggregate amount of the Senior Advances to be made by the Senior Noteholders the Total Senior Noteholder Commitments shall not be exceeded.

7.1.3	Maximum amount of Senior Advance

7.1.4	Senior Advance Drawdown Date

7.1.5	Irrevocable Drawdown Notice

7.1.6	Senior Advance Reference Numbers

7.2	Pro rata allocation between Senior Noteholders

7.3	Failure by a Senior Noteholder to Fund any Senior Advance

7.3.1	If a Senior Noteholder (for whatever reason) fails to fund any Senior Advance or part thereof in breach of the terms of this Agreement (a “Defaulted Senior Advance”), the relevant Senior Noteholder shall immediately notify the Transaction Agent in writing and the Transaction

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7.3.2	Any such offer made in accordance with Clause 7.3.1 above shall be made:

(i)	initially, pro rata such that the portion offered to each Performing Senior Noteholder is the product of (A) the Defaulted Senior Advance and (B) such Performing Senior Noteholder’s Relevant Senior Noteholder Percentage divided by the aggregate of the Relevant Senior Noteholder Percentages of all of the Performing Senior Noteholders; and

(ii)	in respect of any offer or part thereof not accepted by a Performing Senior Noteholder pursuant to paragraph (i) above, to the other Performing Senior Noteholder(s) who have agreed to increase their Senior Advances pursuant to paragraph (i) above pro rata such that the portion offered to each such other Performing Senior Noteholder is the amount equal to the product of:

A.	the portion of the Defaulted Senior Advance not accepted pursuant to paragraph (i) above; and

B.	such other Performing Senior Noteholder’s Relevant Senior Noteholder Percentage divided by the aggregate of the Relevant Senior Noteholder Percentages of all such other Performing Senior Noteholders,

7.3.3

The Performing Senior Noteholders shall respond in writing to the offer made in accordance with Clause 7.3.1 above within three (3) Business Days to the Transaction Agent and the Issuer Cash Manager, following which the Transaction Agent shall immediately inform the Issuer and the Performing Senior Noteholders if any offers to the other Performing Senior Noteholder(s) shall have been accepted in accordance with this Clause 7.3 (Failure by a Senior Noteholder to Fund any Senior Advance).

7.3.4	No Senior Noteholder is obliged to accept any increase to the relevant Senior Advance in accordance with this Clause 7.3 (Failure by a Senior Noteholder to Fund any Senior Advance).

7.4	Non-Utilisation Fee

8	Interest

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8.1	Accrual

8.1.1	Interest on each Senior Advance shall accrue from (and including) the relevant Senior Advance Drawdown Date to (and excluding) the relevant Senior Advance Repayment Date.

8.1.2	Interest on each Senior Advance shall be payable by the Issuer monthly in arrear on each Settlement Date, regardless of whether a Senior Advance Repayment Date in respect of such Senior Advance occurs prior to or after a Settlement Date.

8.2	Interest rate

8.3	Interest payable

8.4	Notification of Interest Rate

8.4.1	On each Interest Determination Date or Intra-Month Interest Determination Date (as applicable) and in respect of each Senior Advance to be drawn on the upcoming Senior Advance Drawdown Date:

(i)

Each Senior Noteholder shall, in respect of a payment of interest on the relevant Senior Note to be drawn on the upcoming Senior Advance Drawdown Date, provide the Transaction Agent with a reasonable estimation of the Subscriber’s Cost of Funds with respect to the relevant Senior Noteholder for all the Senior Advance Interest Periods of such Senior Advance by no later than 2.00 p.m. (Paris time) as well as its Mandatory Cost (if any).

(ii)

The Transaction Agent shall calculate the estimated Interest Rate of all the Senior Advance Interest Periods of such Senior Advance to be drawn on the upcoming Senior Advance Drawdown Date. The Transaction Agent will notify the Issuer Cash Manager and the Central Servicer of the estimated Interest Rate for all Senior Advances to be drawn on the upcoming Senior Advance Drawdown Date by no later than 4.00 p.m. (GMT) on the Interest Determination Date or the Intra-Month Interest Determination Date (as applicable).

8.4.2	On each Payment Confirmation Date and in respect of each Senior Advance:

(iii)

If the actual amount of the Subscriber’s Cost of Funds for the relevant Senior Advance Interest Period is less than or greater than the amount thereof estimated by such Senior Noteholder on the previous Interest Determination Date in accordance with Clause 8.4.1(i), such Senior Noteholder shall notify the Transaction Agent thereof by no later than 1:00 p.m. (GMT) on such Payment Confirmation Date and either:

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(a)	the amount of any shortfall of interest (between the estimated Interest Rate and the actual Interest Rate) shall be included in the portion of interest payable to such Senior Noteholder on the upcoming Settlement Date; or

(b)	the amount of any overpayment of interest to such Senior Noteholder shall be credited against the portion of interest otherwise payable to such Senior Noteholder for the following Senior Advance Interest Period and that is payable to such Senior Noteholder on the immediately following Settlement Date.

(iv)	The Transaction Agent shall notify the Issuer Cash Manager and the Central Servicer of the interest payable (including any interest shortfall or any interest overpayment) on the upcoming Settlement Date in respect of all outstanding Senior Advances by no later than 4.00 p.m. (GMT) on such Payment Confirmation Date.

8.5	Break Costs

8.5.1	In respect of a redemption of a Senior Note by the Issuer on a Senior Advance Repayment Date that is a date other than set out in the Issuer Proposed Repayment Schedule, Break Costs (if any) shall be payable by the Issuer to the relevant Senior Noteholder.

8.5.2	No Break Costs are payable by the Issuer in respect of a redemption (in whole or in part) of the Senior Note Principal Amount Outstanding of a Senior Note if the Senior Advance Repayment Date in respect of such redemption or prepayment occurs on the date as proposed in the Issuer Proposed Repayment Schedule.

8.5.3

If Break Costs are payable to a Senior Noteholder in accordance with this Clause 8.5, that Senior Noteholder shall notify the Transaction Agent of the amount of Break Costs payable to them and the Transaction Agent shall notify the Issuer, the Issuer Cash Manager and the Central Servicer of the same. Following delivery of notification thereof from the Transaction Agent, the Issuer shall pay such Break Costs in accordance with the applicable Issuer Priority of Payment to the relevant Senior Noteholder within five Business Days of such delivery.

8.5.4

If a Senior Noteholder does not notify the Transaction Agent and/or if the Transaction Agent does not notify the Issuer, the Issuer Cash Manager and the Central Servicer of its calculation of the amount of Break Costs by the time and dates specified above, such Senior Noteholder shall make such notification within one Business Day of the date of redemption of the Senior Note and the Issuer shall pay such Break Costs in accordance with the applicable Issuer

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9	Repayments, Optional and Mandatory Redemption; Payments

9.1	Reborrowing during Revolving Period

9.1.1	The Issuer shall repay a Senior Advance on the Senior Advance Repayment Date specified in respect of such Senior Advance in the relevant Issuer Proposed Repayment Schedule.

9.1.2	The Issuer shall not make a repayment on any other date unless otherwise agreed between the Transaction Agent and the Issuer.

9.1.3

Without prejudice to the Issuer’s obligation under Clause 9.1.1 above, if, at any time during the Revolving Period, the Senior Noteholders receive a Senior Advance Drawdown Notice from the Issuer Cash Manager (on behalf of the Issuer) in accordance with Clause 7.1 (Drawdown Notices) of this Agreement requesting one or more Senior Advances to be made available to the Issuer on the same day that one or more Senior Advances are due to be repaid by the Issuer (and in whole or in part for the purpose of refinancing the maturing Senior Advance(s)), the

A.	if the amount of the maturing Senior Advance(s) exceeds the aggregate amount of the new Senior Advance(s):

(a)	the Issuer shall only be required to make a payment in respect of principal on the maturing Senior Advances to the Senior Noteholders in an amount equal to that excess; and

(b)	each Senior Noteholder’s participation in the new Senior Advance(s) shall be treated as having been made available and applied by the Issuer in or towards repayment of that Senior Noteholder’s participation in the maturing Senior Advance(s) and that Senior Noteholder shall not be required to make a payment under this Agreement in respect of its participation in the new Senior Advance(s); and

B.	if the amount of the maturing Senior Advance(s) is equal to or less than the aggregate amount of the new Senior Advance(s):

(a)	the Issuer shall not be required to make a payment in respect of principal on the maturing Senior Advance(s) to the Senior Noteholders; and

(b)

each Senior Noteholder shall be required to make a payment to the Issuer in respect of its participation in the new Senior Advance(s) only to the extent that its participation in the new Senior Advance(s) exceeds that Senior Noteholder’s participation in the maturing Senior Advance(s) and the remainder of that Senior Noteholder’s participation in the new Senior Advance(s) shall be treated as having been made available and applied by the Issuer in or towards repayment of that Senior Noteholder’s participation in the maturing Senior Advance(s).

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9.1.4	Subject to clause 5.2(i) and 9.1(i) of the Framework Agreement, the Issuer may not reborrow any Senior Advance at any time following the termination of the Revolving Period.

9.2	Mandatory repayment - Final Maturity of Senior Notes

9.3	Mandatory Redemption in Whole or Part upon Prepayment or Repayment under the relevant FleetCo Facility Agreement

9.3.1	Prepayment or Repayment of FleetCo Advance: In the event that any FleetCo Advance by the Issuer to a FleetCo under a FleetCo Facility Agreement, is, or is to be, prepaid (in whole or in part), in accordance with:

(i)	the clause titled “Prepayment – TRO Default” of such FleetCo Facility Agreement (if any);

(ii)	the clause titled “Mandatory Repayment – Rapid Amortisation Event” of such FleetCo Facility Agreement; or

(iii)	the clause titled “Mandatory Repayment – Final Maturity Date” of such FleetCo Facility Agreement,

9.3.2

If the Issuer receives any prepayment amount referred to in Clause 9.3.1(i) above, the Issuer shall apply such proceeds on the relevant Senior Advance Repayment Date of such Senior Advances to redeem the Senior Notes pro rata to the Relevant Senior Noteholder Percentages of the Senior Noteholders, in an amount equal to such prepayment proceeds. Any accrued interest on any Senior Advance shall be payable to each Senior Noteholder in accordance with Clause 9.5 (Payments).

9.3.3

If the Issuer receives any repayment amount referred to in Clause 9.3.1(ii) or (iii) above, the Issuer shall apply such proceeds on the date of receipt to redeem the Senior Notes pro rata to the Relevant Senior Noteholder Percentages of the Senior Noteholders, in an amount equal to such repayment proceeds. Any accrued interest on any Senior Advance shall be payable to each Senior Noteholder in accordance with Clause 9.5 (Payments).

9.3.4	When any prepayment or repayment of any Senior Note pursuant to this Clause 9.3 takes place on a date other than a date specified in the most recent Issuer Proposed Repayment Schedule, Break Costs shall be payable by the Issuer in accordance with Clause 8.5 (Break Costs).

9.4	Cancellation

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9.4.1	If any Senior Note is redeemed in full together with payment of all accrued but unpaid interest such Senior Note will be cancelled and may not be resold or re-issued.

9.4.2	If the Senior Noteholder Commitment of a Senior Noteholder has been reduced to zero, the Senior Note of such Senior Noteholder will be cancelled and may not be resold or re-issued.

9.5	Payments

9.5.1	Payments to be made by the Issuer to the Senior Noteholders under this Agreement shall be made from the relevant Issuer Account on the instructions of the Issuer Cash Manager (in accordance with the Issuer Cash Management Agreement).

9.5.2	Amounts due from the Issuer to the Senior Noteholders under this Agreement shall be paid to the Registered Holder shown on the Register at the close of business on the Record Date. Payments shall be made to the account of such Senior Noteholders as specified by such Senior Noteholders in advance to the Issuer Cash Manager and the Transaction Agent.

9.5.3	If any date for payment in respect of the Senior Notes is not a Business Day, the Registered Holder shall not be entitled to payment until the next following Business Day or to any interest or other sum in respect of such postponed payment.

9.5.4	All payments are subject in all cases to any applicable fiscal or other laws and regulations. No commissions or expenses shall be charged to the Senior Noteholders in respect of such payments.

9.5.5

Subject to receipt of sufficient cleared funds as Issuer Available Funds in the Issuer Accounts, payments to the Senior Noteholders under this Agreement shall be paid from the Issuer Accounts upon the instructions of the Issuer Cash Manager in accordance with this Clause 9.5 (Payments) and the Issuer Cash Management Agreement. Where any such payment is a Senior Advance Repayment, the Issuer Cash Manager shall provide notification of such payment to the Registrar.

9.5.6

If for any reason the Issuer Cash Manager considers in its sole discretion the amounts actually received by the Issuer in cleared funds as Issuer Available Funds in the Issuer Accounts are insufficient to satisfy a claim in respect of a payment due under this Agreement (such payment to be made in accordance with the Issuer Priority of Payments), the Issuer Cash Manager shall not be obliged to instruct such payment to be made under this Clause 9.5 until it is satisfied there are sufficient Issuer Available Funds in cleared funds in the Issuer Accounts to make such payment.

9.5.7	If an amount of principal and/or interest then due for payment by the Issuer is not paid in full, the Issuer Cash Manager shall make a record of the shortfall and each record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made.

9.6	No Set-off or Counterclaim

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9.7	Default Interest

10	Documentary Conditions of Senior Note Issuance and Senior Advances

10.1	Initial Conditions Precedent to Issuance of the Senior Notes on the Initial Funding Date

10.2	Conditions Precedent to each Further Senior Note Issuance and each Senior Advance with respect to the Senior Note after the Initial Funding Date

10.3	Acceptance of Senior Advance Drawdown Notice by Deposit of Advance

11	Fees

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11.1

The Issuer agrees to pay to each Senior Noteholder (i) the Non-Utilisation Fee pursuant to Clause 7.4 (Non-Utilisation Fee) and (ii) any fees in connection with an increase in the Senior Noteholder Commitment of such Senior Noteholder pursuant to Clause 5.1 (Increase in Senior Noteholder Commitments) each in the amounts and on the dates as may be agreed from time to time between the Issuer and each Senior Noteholder pursuant to the relevant Senior Noteholder Fee Letter.

11.2	The Issuer agrees to pay to each Senior Noteholder an upfront fee pursuant to the terms of the relevant Senior Noteholder Fee Letter.

12	Indemnities

12.1	If:

(i)	any Senior Advance requested pursuant to Clause 7 (Utilisation) is not made for any reason whatsoever (other than due to the default of a Senior Noteholder in making a Senior Advance where required to do so under this Agreement), including, without limitation, any failure to satisfy any condition precedent specified

(ii)	any Senior Advance Repayment in relation to a Senior Note is made by the Issuer other than on the day specified in the notice delivered pursuant to Clause 9.3 (Mandatory Redemption in Whole or Part upon Prepayment or Repayment under the relevant FleetCo Facility Agreement) of the relevant Senior Note; or

(iii)	any payment of interest in relation to a Senior Advance is made by the Issuer to the relevant Senior Noteholder other than on the relevant Settlement Date,

12.2	Currency Indemnity

12.2.1	If any sum (a “Sum”) due from the Issuer under this Agreement or any order or judgment given or made in relation hereto has to be converted from the currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

(xix)	making or filing a claim or proof against the Issuer; or

(xx)	obtaining or enforcing an order or judgment in any court,

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12.2.2	The Issuer waives any right it may have in any jurisdiction to pay any amount under this Agreement in a currency or a currency unit other than that in which it is expressed to be payable.

12.2.3

If the Issuer makes a payment in any currency other than Euro, the Issuer shall as an independent obligation, within three Business Days of demand, indemnify the relevant Senior Noteholder against any cost, loss or liability arising out of or as a result of the Senior Noteholder receiving that payment in a currency other than Euro (including, without limitation, the difference between the due amount in Euro and the Euro amount purchased by the Senior Noteholders by selling the amount in the currency received from the Issuer).

13	Taxes

13.1	Payment Free of Tax

13.2	Notification of Requirement for Tax Deduction

13.3	Tax Gross-Up

13.3.1	Subject to Clause 13.3.2 below, if a Tax Deduction is required by law to be made by the Issuer, the amount of the payment due from the Issuer shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been made or required to be made.

13.3.2

A payment shall not be increased under Clause 13.3.1 above by reason of a Tax Deduction, on account of Tax imposed by any relevant Tax Authority, if on the date on which the payment falls due the payment could have been made to the relevant Senior Noteholder without a Tax Deduction if the Senior Noteholder had been a Qualifying Senior Noteholder, but on that date that Senior Noteholder is not or has ceased to be a Qualifying Senior Noteholder other than as a result of any change after the date it became a Senior Noteholder under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant Tax Authority.

13.3.3	FATCA Deduction and gross-up:

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(i)	If the Issuer is required to make a FATCA Deduction, the Issuer shall make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

(ii)	If a FATCA Deduction is required to be made by the Issuer, the amount of the payment due from the Issuer shall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(iii)

The Issuer shall, promptly upon becoming aware that the Issuer must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction), notify the Transaction Agent accordingly. Similarly, a Senior Noteholder(s) shall notify the Transaction Agent on becoming so aware in respect of a payment payable to that Senior Noteholder. If the Transaction Agent receives such notification from a Senior Noteholder it shall notify the Issuer, the Central Servicer and the Issuer Cash Manager.

(iv)

Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Issuer shall deliver to the Transaction Agent for the Senior Noteholder entitled to the payment evidence reasonably satisfactory to that Senior Noteholder that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.

13.4	Stamp Taxes

14	Nature of a Senior Noteholder’s Rights and Obligations

(i)	the obligations of each Senior Noteholder under this Agreement are several;

(ii)	failure by a Senior Noteholder to perform its obligations does not affect the obligations of any other Party under this Agreement;

(iii)	no Senior Noteholder is responsible for the obligations of any other Senior Noteholder under this Agreement;

(iv)	the rights of a Senior Noteholder under this Agreement are separate and independent rights;

(v)	a Senior Noteholder may, except as otherwise stated in this Agreement, separately enforce its rights under this Agreement; and

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(vi)	a debt arising under this Agreement to a Senior Noteholder is a separate and independent debt.

15	Representations and Warranties

15.1	Issuer Representations and Warranties

15.2	Senior Noteholder Representations and Warranties

15.2.1	it is duly incorporated and/or organised with limited liability under the laws of its jurisdiction of incorporation;

15.2.2

(a) the documents which contain or establish the constitution of the Senior Noteholder include provisions which give power, and all necessary corporate authority has been obtained and action taken, for the Senior Noteholder to sign and deliver, and perform the transactions contemplated in, this Agreement and the agreements entered into in connection with this Agreement; and (b) this Agreement and the agreements entered into by the Senior Noteholder in connection with this Agreement constitute valid, legal and binding obligations of the Senior Noteholder;

15.2.3	neither the signing and delivery of this Agreement nor the performance of any of the transactions contemplated in it does or will contravene or constitute a default under, or cause to be exceeded any limitation on the Senior Noteholder or the powers of its directors imposed by or contained in:

(a)	any applicable law; or

(b)	the documents which contain or establish its constitution;

15.2.4	it is a Qualifying Senior Noteholder;

15.2.5	in the case of a Senior Noteholder who satisfies the condition in paragraph A of the definition of “Qualifying Senior Noteholder”, it has duly executed the declaration form as set out in Schedule 9 to this Agreement and provided such form to the Issuer (with a copy to the Issuer Cash Manager and the Issuer Account Bank);

15.2.6	in the case of a Senior Noteholder which is a Financial Institution, it has a minimum long-term unsecured rating of BBB from S&P or Fitch or Baa2 from Moody’s;

15.2.7

in the case of a Senior Noteholder receiving an Unrestricted Senior Note, it is a Non-U.S. Person and satisfies all of the requirements for a holder of an Unrestricted Senior Note as set forth in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) hereof and the Senior Noteholder Accession Deed (including the delivery of a “Letter of Representation” in the form set forth in the Senior Noteholder Accession Deed); and

15.2.8	in the case of a Senior Noteholder receiving a Restricted Senior Note, it is an Eligible U.S. Person that satisfies all of the requirements for a holder of a Restricted Senior Note as set

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15.3	Times for Making Representations and Warranties

(i)	are made on the date of this Agreement; and

(ii)	in respect of the Issuer in relation to itself, are deemed to be repeated by it accordance with clause 3.1 (Issuer Representations and Warranties) of the Framework Agreement.

16	Covenants

16.1	The Issuer hereby undertakes to each of the Senior Noteholders to comply with clauses 4.1 (General undertakings of the Issuer) of the Framework Agreement and with the selling restrictions set out in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) and Schedule 6A (Selling Restrictions for Restricted Senior Notes).

16.2	Each Senior Noteholder, for so long as it holds a Senior Note, covenants to the Issuer that it will comply with the selling restrictions set out in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) or Schedule 6A (Selling Restrictions for Restricted Senior Notes) as applicable.

17	Acceleration

18	Costs, Expenses and Indemnification

18.1	Costs re Preparation of this Agreement, etc.

18.1.1	The Issuer agrees to pay all costs and expenses of the Transaction Agent, the Issuer Security Trustee, the Issuer Cash Manager, the Registrar and each of the Senior Noteholders in connection with the preparation, execution, delivery.

18.1.2	The Issuer agrees to pay the costs and expenses incurred by each Senior Noteholder in relation to obtaining any ratings confirmation of a Conduit in connection with a transfer in

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18.2	Costs re Enforcement of this Agreement, etc.

18.3	Increased Costs

18.3.1

Subject to Clause 18.3.3 below, the Issuer shall, within 10 Business Days of a demand by the Transaction Agent (delivered to the Issuer and copied to the Issuer Cash Manager and the Issuer Security Trustee together with a certificate confirming the amount of the Increased Costs incurred by the relevant Senior Noteholders), pay for the account of a Senior Noteholder the amount of any Increased Cost incurred by that Senior Noteholder or any of its Affiliates as a result of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation made after the date of this Agreement.

18.3.2	A Senior Noteholder intending to make a claim pursuant to this Clause 18.3 shall promptly notify the Transaction Agent as soon as possible after it becomes aware of such event giving rise to the claim and the amount of the claim, following which the Transaction Agent shall promptly notify the Issuer (copying the Issuer Cash Manager and the Issuer Security Trustee).

18.3.3	This Clause 18.3 does not apply to the extent any Increased Cost is:

(i)	compensated for by the payment of the Mandatory Cost;

(ii)	attributable to the wilful breach by the relevant Senior Noteholder or any of its Affiliates of any law or regulation;

(iii)	attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards,

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(iv)	attributable to the implementation or application of or compliance with any Bank Levy or any other law or regulation which implements any Bank Levy (whether such implementation, application or compliance is by a government, regulator, Senior Noteholder or any of its Affiliates);

(v)	attributable to a FATCA Deduction required to be made by an Obligor or a Finance Party; or

(vi)	compensated for by Clause 13.3 (Tax Gross-Up) (or would have been so compensated but for the exclusion in Clause 13.3.2 applying).

(a)	the bank levy imposed by the United Kingdom government under the Finance Act 2011;

(b)	the bank levy imposed by the French Government under the article 235 ter ZE of the Code Général des Impôts;

(c)	the bank levy imposed by the German Government under the Bank Restructuring Fund Regulation (Restrukturierungsfonds-verordnung, Fed. Law Gazette 1 2011, p.1406) which has been issued pursuant to the provisions of the Bank Restructuring Fund Act (Restrukturierungsfondsgesetz, Fed. Law Gazette 1 2010, p.1900, 1921); and

(d)	any other levy or Tax of a similar nature, which is imposed by reference to the assets and liabilities of any financial institution in any jurisdiction and which has been publicly announced at the date of this Agreement,

18.4	Costs Indemnity

(a)	the occurrence of any Event of Default; or

(b)	investigating any event which it reasonably believes is a Default; or

(c)	funding, or making arrangements to fund, its participation in a Senior Advance requested by the Issuer in a Senior Advance Drawdown Notice but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Indemnified Party alone); or

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(d)	a failure by the Issuer to pay any amount due under an Issuer Transaction Document on its due date; or

(e)	acting or relying on any notice, request or instruction given pursuant to a Transaction Document which it reasonably believes to be genuine, correct and appropriately authorised.

19	Mitigation by the Senior Noteholders

19.1.1

Each Senior Noteholder shall, in consultation with the Issuer, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 13.2 (Tax Gross-Up), Clause 18.3 (Increased Costs) or paragraph 2 of Schedule 4 (Mandatory Cost) including (but not limited to) transferring its rights and obligations under the Transaction Documents to another Affiliate.

19.1.2	Paragraph (a) above does not in any way limit the obligations of the Issuer under the Transaction Documents.

19.1.3	The Issuer shall promptly indemnify each Senior Noteholder for all costs and expenses reasonably incurred by that Senior Noteholder as a result of steps taken by it under this Clause 19.

19.1.4	A Senior Noteholder is not obliged to take any steps under this Clause 19 if, in the opinion of that Senior Noteholder (acting reasonably), to do so might be prejudicial to it.

20	Binding Effect

21	Changes to the Parties

21.1	Assignments and Transfers by the Issuer

21.2	Assignments and Transfers by the Issuer Security Trustee

21.3	Assignments and Transfers by the Issuer Cash Manager

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21.4	Transfers by Senior Noteholders; Accession of further Senior Noteholders

(i)

in the case of an Acceding Senior Noteholder, the Acceding Senior Noteholder accedes to the terms of the Issuer Transaction Documents to which the Senior Noteholders are a party by duly executing and entering into a document in the form set out in part 2 (Form of Senior Noteholder Accession Deed) of schedule 6 (Forms of Accession Deed) to the Framework Agreement (the “Senior Noteholder Accession Deed”);

(ii)	in the case of an Acceding Senior Noteholder that is a Conduit:

(d)	such Conduit confirms that it has entered into an appropriate Liquidity Facility Arrangement or Liquidity Facility Arrangements with one or more Liquidity Provider, each as the context shall require; and

(e)	if applicable, a Rating Agency Affirmation has been received from the relevant Rating Agency;

(iii)

in the case of an Acceding Senior Noteholder, the Acceding Senior Noteholder is a Qualifying Senior Noteholder and, in the case of a Senior Noteholder who satisfies the condition in paragraph A of the definition of “Qualifying Senior Noteholder”, it has duly executed a Quoted Eurobond WHT Form substantially in the form of Schedule 9 to this Agreement (Quoted Eurobond WHT Form) and provided such form to the Issuer (with a copy to the Issuer Cash Manager and the Issuer Account Bank);

(iv)

in the case of an Acceding Senior Noteholder which is a Financial Institution, such Financial Institution has a minimum long-term unsecured rating of BBB from S&P or Fitch or Baa2 from Moody’s (the “Senior Noteholder Minimum Rating Requirement”), provided that if such Acceding Senior Noteholder is: (a) a member of a Senior Noteholder Group and (b) a wholly-owned subsidiary of a Financial Institution that has the Senior Noteholder Minimum Rating Requirement, this Clause 21.4(iv) shall not apply;

(v)	in the case of an Acceding Senior Noteholder, such transfer is in compliance with Clause 2 (Form, Denomination, Title and Register of Senior Notes) and the selling restrictions in General

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1	United States

1.1	No registration under the United States Securities Act of 1933, as amended (the “Securities Act”)

(a)

The Senior Notes have not been and will not be registered under the Securities Act, or the securities laws of any state of the United States or jurisdiction and, subject to certain exceptions, may not be offered, sold, pledged or otherwise transferred except to a person that is (A) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act, in either case, that is acquiring the Senior Notes for its own account for investment purposes and not with a view to, or for the offer or sale in connection with, any distribution thereof and it has not been formed for the purpose of investing in the Senior Notes (unless each beneficial owner of such investment is a qualified institutional buyer or an accredited investor).

(a)	In addition, the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended.

(a)

Notwithstanding the foregoing, Senior Notes may be transferred to non-U.S. Persons pursuant to the Issuer Note Issuance Facility Agreement and the requirements for the same set forth in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) and this Schedule 6A (Selling Restrictions for Restricted Senior Notes) thereof and subject to the transfer restrictions set forth in the Senior Noteholder Accession Deed.

1.2	Compliance by Issuer with United States securities laws

(i)	neither it nor any of its affiliates (including any person acting on behalf of the Issuer or any of its affiliates) has offered or sold, or will offer or sell, any Senior Note in any circumstances which would require the registration of any of the Senior Notes under the Securities Act;

(ii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Senior Notes; and

(iii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Senior Note in the United States).

(iv)	Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) or Schedule 6A (Selling Restrictions for Restricted Senior Notes), as applicable, and that the Senior Noteholder Commitment or the Senior Note Principal Amount Outstanding that is the subject of the transfer is at least €100,000;

(iv)	in the case of a transfer of the Senior Note Principal Amount Outstanding and/or Senior Noteholder Commitment in whole or in part, a form of transfer substantially set out in

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(v)	each Senior Noteholder involved in the transfer has entered into a new Senior Noteholder Fee Letter specifying, amongst other things, its Senior Noteholder Commitment; and

(vi)	(other than in the case of an transfer to another member of the relevant Senior Noteholder Group) prior written consent of the Central Servicer has been obtained (such consent not to be unreasonably withheld or delayed).

21.5	Replacement Senior Noteholder

21.5.1	If:

(i)	a Senior Noteholder has become and continues to be a Defaulting Senior Noteholder; or

(ii)

at any time on or after the date which is six months before the earliest FATCA Application Date for any payment by the Issuer to a Senior Noteholder (or to the Transaction Agent for the account of that Senior Noteholder), that Senior Noteholder is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, the Issuer will be required to make a FATCA Deduction from a payment to that Senior Noteholder (or to the Transaction Agent for the account of that Senior Noteholder) on or after that FATCA Application Date; or

(iii)	the Issuer becomes obliged to pay additional amounts pursuant to Clause 13.3 (Tax Gross-Up) or Clause 18.3 (Increased Costs) to a Senior Noteholder,

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(a)	who has failed to make a Senior Advance by the relevant Senior Advance Drawdown Date, unless its failure to pay is (a) caused by an administrative or technical error or a Force Majeure Event and payment is made within five (5) Business Days of its due date or (b) the Senior Noteholder is disputing in good faith whether it is contractually obliged to make the payment in question; or

(b)	who has otherwise rescinded or repudiated a Transaction Document.

21.5.2	The replacement of a Senior Noteholder pursuant to this Clause 21.5 shall be subject to the following conditions:

(i)	the Issuer has paid all amounts due and payable to the Replaced Senior Noteholder pursuant to Clause 13.3 (Tax Gross-Up) or Clause 18.3 (Increased Costs);

(ii)	the Issuer shall have no right to replace the Transaction Agent or the Issuer Security Trustee by virtue of this Clause 21.5;

(iii)	neither the Transaction Agent nor the Replaced Senior Noteholder (nor any other Party) shall have any obligation to the Issuer to find a Replacement Senior Noteholder;

(iv)	the transfer must take place no later than 30 (thirty) Business Days after the delivery of the notice in Clause 21.5.1 above;

(v)	in no event shall the Replaced Senior Noteholder be required to pay or surrender to the Replacement Senior Noteholder any of the fees received by the Replaced Senior Noteholder pursuant to the Transaction Documents;

(vi)

the Replaced Senior Noteholder shall only be obliged to transfer its rights and obligations once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Senior Noteholder (provided that the Replaced Senior Noteholder shall perform such checks as soon as reasonably practicable following delivery of a notice referred to in Clause 21.5.1 and shall notify the

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(vii)	if the Replacement Senior Noteholder is not an Existing Senior Noteholder, it shall accede to the terms of this Agreement by duly executing and entering into a Senior Noteholder Accession Deed;

(viii)	if the Replacement Senior Noteholder is not an Existing Senior Noteholder or is taking in a form different than the Replaced Senior Noteholder, a Further Senior Note shall be issued by the Issuer and subscribed for by the Replacement Senior Noteholder(s) and a Note Certificate shall be provided to such Replacement Senior Noteholder;

(ix)	the Senior Noteholder Commitment of the Replaced Senior Noteholder shall be reduced to zero and any Senior Notes of that Replaced Senior Noteholder then outstanding shall be redeemed and/or cancelled in accordance with Clause 9.4 (Cancellation); and

(x)	the conditions of Clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) must be satisfied, as if references to “Acceding Senior Noteholder” are to “Replacement Senior Noteholder”.

21.6	Senior Noteholder Groups

22	Terms of Appointment of the Registrar; Changes in Registrar

22.1	Appointment

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22.2	Acceptance of appointment

22.3	Rights and powers

22.3.1	Absolute owner: except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice of ownership, trust or any other interest therein, treat the person entered in the Register as the owner of any Senior Note as the absolute owner thereof;

22.3.2	Correct terms: assume that the terms of each Senior Note as issued are correct;

22.3.3

Determination by Issuer and the Transaction Agent: refer any question relating to the ownership of any Senior Note or the contents of the Register or the adequacy and sufficiency of any evidence supplied in connection with the replacement of any of the same to the Issuer and the Transaction Agent for determination by the Issuer and the Transaction Agent and shall rely upon any determination so made without any liability to any person;

22.3.4	Genuine documents: rely upon the terms of any notice, communication or other document reasonably believed by it to be genuine;

22.3.5	Lawyers and professional advisers: (i) engage the advice or services of any lawyers or other professional advisers whose advice or services it considers necessary and rely upon any advice so obtained and (ii) failure to consult any lawyers shall not be construed as evidence of the Registrar not acting in good faith; and

22.3.6	Expense or liability: treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

22.4	Extent of Duties

(i)	Fiduciary duty: be under any fiduciary duty or other obligation towards or have any relationship of agency or trust for or with any person other than the Issuer;

(ii)	Enforceability of any Senior Note: be responsible for or liable in respect of the legality, validity or enforceability of any Senior Note or any act or omission of any other person; or

(iii)	No agency or trust relation to any Senior Note transferor or transferee: assume any relationship of agency or trust to any transferor or transferee, or potential transferor or transferee, of each Senior Note or any portion of the Senior Note Principal Amount Outstanding, and shall act solely as agent of the Issuer.

22.5	Resignation

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(i)	Payment date: if in relation to any Senior Note any such resignation which would otherwise take effect less than three (3) Business Days before or after the date for redemption of such Senior Note or any interest or other payment date in relation to any such Senior Note, such resignation shall not take effect, in relation to such Senior Note only, until the third day following such date; and

(ii)	Successors: in respect of any Senior Note, such resignation shall not be effective until a successor thereto has been appointed pursuant to Clause 22.8 (Additional and successor registrar) or in accordance with Clause 22.9 (Registrar may appoint successors) and notice of such appointment has been given in accordance with this Agreement.

22.6	Revocation

22.7	Automatic termination

22.7.1	The appointment of the Registrar shall terminate forthwith if the Registrar becomes incapable of acting, a Third Party Insolvency Event occurs and is continuing in relation to the Registrar or a Third Party Insolvency Proceeding has commenced and is outstanding against the Registrar.

22.7.2	If the appointment of the Registrar is terminated in accordance with this Clause 22.7, the Issuer shall forthwith appoint a successor in accordance with Clause 22.8 (Additional and successor registrar).

22.8	Additional and successor registrar

22.9	Registrar may appoint successors

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22.10	Release

(i)	Discharge: be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 23 (Registrar’s Fees and Expenses));

(ii)	Registrar’s records: deliver to the Issuer and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 2.2 (Register of Senior Notes); and

(iii)	Moneys and papers: forthwith (upon payment to it of any amount due to it in accordance with Clause 23 (Registrar’s Fees and Expenses)) transfer all moneys and papers to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

22.11	Merger

22.12	Changes in Specified Offices

23	Registrar’s Fees and Expenses

23.1	Fees

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23.2	Expenses

23.3	Taxes

23.4	Registrar’s Indemnity

24	Delegation by the Issuer to the Issuer Cash Manager

25	Incorporation of Common Terms

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26	Governing Law

27	Jurisdiction

27.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

27.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no such Party will argue to the contrary.

27.3	This Clause 27 is for the benefit of the Issuer Secured Creditors only. The Issuer Secured Creditors shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, such Parties may take concurrent proceedings in any number of jurisdictions.

28	Service of Process

28.1	Without prejudice to any other mode of service allowed under any relevant law, the Issuer:

(a)	irrevocably appoints Avis Finance Company Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b)	agrees that failure by a process agent to notify the Issuer of the process will not invalidate the proceedings concerned.

28.2	If for any reason such agent shall cease to be such agent for the service of process, the Issuer shall forthwith appoint a new agent for service of process in England and deliver to the Transaction Agent and the other parties hereto a copy of the new agent’s acceptance of that appointment within 30 days.

28.3	Nothing shall affect the right to serve process in any other manner permitted by law.

29	Third Parties Rights

29.1	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Rights Act") to enforce or to enjoy the benefit of any term of this Agreement.

29.2	Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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2	BANK OF AMERICA NATIONAL ASSOCIATION, LONDON BRANCH, a national banking association organised and existing under the laws of the United States of America, acting for the purposes of this Agreement through its London branch, with registered number FC 002984 and registered office at 2, King Edward Street, London EC1A 1HQ.

3	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme organised and existing under the laws of France whose registered office is 9, quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade registry of Nanterre under number 304187701 RCS Nanterre.

4	DEUTSCHE BANK AG, LONDON BRANCH, an Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and having its principal place of business at Taunusanlage 12, 60235, Frankfurt am Main, Germany, acting through its London Branch operating in the United Kingdom under branch number BR00005, whose address is at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

5	NATIXIS, a limited liability company incorporated under the laws of France with registered number 542044524 Paris and registered office at 30 Avenue Pierre Mendès-France-75013 Paris, France.

6	SCOTIABANK EUROPE PLC, a public limited company incorporated under the laws of England and Wales with registered number 00817692 and registered office at 201 Bishopsgate, 6th Floor, London EC2M 3NS.

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1.	Crédit Agricole Corporate and Investment Bank (as the Transaction Agent)

2.	Deutsche Trustee Company Limited (as the Issuer Security Trustee)

3.	Deutsche Bank AG, London Branch (as the Issuer Cash Manager)

4.	Avis Finance Company Limited (as the Central Servicer)

1	General

1.1	We refer to the Framework Agreement and the Issuer Note Issuance Facility Agreement (the “Agreements”). This is a Senior Noteholder Fee Letter.

1.2	Unless otherwise defined in this Senior Noteholder Fee Letter or the context requires otherwise, capitalised words and expressions used in this Senior Noteholder Fee Letter have the meanings ascribed to them in the Master Definitions Agreement dated on or about the date hereof, and entered

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1.3	The provisions of clause 2 (Principles of Interpretation and Construction) of the Master Definitions Agreement shall apply herein as if set out in full herein and as if references therein to “this Agreement” were to this Senior Noteholder Fee Letter.

1.4

Each of (i) the Issuer (a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland) and (ii) the Senior Noteholder ([insert details of registered address and company registration number or equivalent]), acknowledges the rights, duties, discretions and obligations set out within the Framework Agreement and acknowledges that this Senior Noteholder Fee Letter should be read in conjunction with the Framework Agreement.

1.5	The Common Terms shall be incorporated by reference into this Senior Noteholder Fee Letter. If there is any conflict between the Common Terms as incorporated by reference into this Senior Noteholder Fee Letter and the other provisions of this Senior Noteholder Fee Letter, the provisions of the incorporated Common Terms shall prevail to the fullest extent permitted by applicable law.

1.6	If there is any inconsistency between the definitions given in this Senior Noteholder Fee Letter and those given in the Master Definitions Agreement or any other Transaction Documents, the definitions set out in this Senior Noteholder Fee Letter will prevail.

2	Senior Noteholder Commitment

3	Commitment Fees

3.1	The commitment fees payable to the Senior Noteholder pursuant to the Agreements (the “Commitment Fees”) amounts to [●] per cent. of the Senior Noteholder Commitment (as set out in Clause 2), being €[●] and is payable on the Initial Funding Date.

4	Non-Utilisation Fees

(a)	if the extent of the Senior Noteholder Commitment that is utilised is less than 50 per cent. of the Senior Noteholder Commitment, then [●] per cent. of the Senior Noteholder Available Commitment; and

(b)	if the extent of the Senior Noteholder Commitment that is utilised is 50 per cent. or more of the Senior Noteholder Commitment, then [●] per cent. of the Senior Noteholder Available Commitment,

5	Senior Advance Margin

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5.1	We refer to the definition of “Interest Rate” in clause 1 of the Master Definitions Agreement.

5.2	The Senior Advance Margin payable to the Senior Noteholder pursuant to the Agreements amounts to:

5.2.1	if the Senior Notes are not rated by any Rating Agency approved by the Transaction Agent or if the Senior Notes (if rated) are not rated at least “A” by DBRS, [●] per cent.; and

5.2.2	if the Senior Notes are rated at least “A” by DRBS, [●] per cent., provided that such Senior Advance Margin applies from and including the Settlement Date following the date on which Senior Notes are so rated,

6	Payments

6.1	Payment of the fees under this Senior Noteholder Fee Letter should be made to the following account:

6.2	The amounts payable under this Senior Noteholder Fee Letter:

6.2.1	are non-refundable and non-creditable against other fees payable in connection with the Framework Agreement and the Issuer Note Issuance Facility Agreement; and

6.2.2	shall be paid in full, without (and free and clear of any deduction for) set-off or counterclaim.

6.3	The fees payable pursuant to this letter are exclusive of any VAT or similar charge. If any VAT or similar charge is chargeable in connection with this fee, the Issuer shall pay that VAT or similar charge at the same time as it pays this fee.

6.4

All payments shall be paid without any deduction or withholding for or on account of tax (a "Tax Deduction") unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

7	Governing law

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1	The Mandatory Cost is an addition to the interest rate to compensate Senior Noteholders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2

On the first day of each Senior Advance Interest Period (or as soon as possible thereafter) the Transaction Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate") for each Senior Noteholder, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Transaction Agent as a weighted average of the Senior Noteholders' Additional Cost Rates (weighted in proportion to the percentage participation of each Senior Noteholder in the relevant Senior Advance) and will be expressed as a percentage rate per annum.

3

The Additional Cost Rate for any Senior Noteholder lending from a Facility Office in a Participating Member State will be the percentage notified by that Senior Noteholder to the Transaction Agent. This percentage will be certified by that Senior Noteholder in its notice to the Transaction Agent to be its reasonable determination of the cost (expressed as a percentage of that Senior Noteholder's participation in all Senior Advances made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4	The Additional Cost Rate for any Senior Noteholder lending from a Facility Office in the United Kingdom will be calculated by the Transaction Agent as follows:

A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Senior Noteholder is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B	is the percentage rate of interest (excluding the Senior Advance Margin and the Mandatory Cost and, if the Senior Advance is an Unpaid Sum, the additional rate of interest specified in paragraph (a) of Clause 9.7 (Default interest)) payable for the relevant Senior Advance Interest Period on the Senior Advance.

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C	is the percentage (if any) of Eligible Liabilities which that Senior Noteholder is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D	is the percentage rate per annum payable by the Bank of England to the Transaction Agent on interest bearing Special Deposits.

E	is designed to compensate Senior Noteholders for amounts payable under the Fees Rules and is calculated by the Transaction Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Transaction Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5	For the purposes of this Schedule:

6	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7

If requested by the Transaction Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Transaction Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank

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8	Each Senior Noteholder shall supply any information required by the Transaction Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Senior Noteholder shall supply the following information on or prior to the date on which it becomes a Senior Noteholder:

9

The percentages of each Senior Noteholder for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Transaction Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Senior Noteholder notifies the Transaction Agent to the contrary, each Senior Noteholder's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10	The Transaction Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Senior Noteholder and shall be entitled to assume that the information provided by any Senior Noteholder or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11	The Transaction Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Senior Noteholders on the basis of the Additional Cost Rate for each Senior Noteholder based on the information provided by each Senior Noteholder and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12	Any determination by the Transaction Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Senor Noteholder shall, in the absence of manifest error, be conclusive and binding on all Parties.

13

The Transaction Agent may from time to time, after consultation with the parties, determine and notify to all parties (including, without limitation, providing written notice to the Issuer, copied to the Issuer Cash Manager) any amendments or variations which are required to be made to the formula set out above in order to comply with any change in law or any requirements from time to time imposed by the Bank of England or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions).

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1	We refer to the Issuer Note Issuance Facility Agreement (the “Agreement”) dated [●] and made between, among others, the Issuer and the Senior Noteholders. Terms defined in the Agreement shall bear the same meaning in this Senior Noteholder Commitment Increase Request Notice.

2	We hereby give you notice, pursuant to Clause 5.1 (Increase in Senior Noteholder Commitments) of the Agreement, that we wish [further] to increase the Total Senior Noteholder Commitments as follows, subject to the terms and conditions of the Agreement and the other Transaction Documents:

2.1	[Unallocated] Senior Noteholder Commitment Increase Request Amount: [●]

2.2	[Further] Response Time: [●]

3	We hereby request that each Senior Noteholder inform us by the [Further] Response Time whether such Senior Noteholder is willing [further] to increase its Senior Noteholder Commitment, and the maximum increased amount of such Senior Noteholder’s Senior Noteholder Commitment, in accordance with Clause 5.1.3 or 5.1.5 of the Agreement.

4	The Notional Commitments as at the date of this notice are as follows:

5	This Senior Noteholder Commitment Increase Request Notice and any non-contractual obligations arising out of or in connection with it are governed by English Law.

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1	[We[, name of Senior Noteholder] confirm that we are willing [further] to increase our Senior Noteholder Commitment by the following amount:

2	[We[, name of Senior Noteholder] confirm that we are not willing to increase our Senior Noteholder Commitment]

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3	General

4	United States

4.1	No registration under the United States Securities Act of 1933, as amended (the “Securities Act”)

(c)

The Senior Notes have not been and will not be registered under the Securities Act, or the securities laws of any state of the United States or jurisdiction and, subject to certain exceptions, may not be offered and sold within the United States or to or for the benefit of US persons, as defined under Regulation S under the Securities Act (“Regulation S”). In addition, the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended.

(d)	Unless and to the extent otherwise expressly agreed with the Issuer, the Senior Notes may be offered and sold only outside the United States pursuant to and in reliance upon Regulation S to, or for the account or benefit of, persons who are not U.S. Persons (as defined in Regulation S) in Offshore Transactions (as defined in Regulation S).

(e)

Notwithstanding the foregoing, Senior Notes may be transferred to Eligible U.S. Persons pursuant to the Issuer Note Issuance Facility Agreement and the requirements for the same set forth in this Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) and Schedule 6A (Selling Restrictions for Restricted Senior Notes) thereof and subject to the transfer restrictions set forth in the Senior Noteholder Accession Deed.

4.2	Compliance by Issuer with United States securities laws

(i)	neither it nor any of its affiliates (including any person acting on behalf of the Issuer or any of its affiliates) has offered or sold, or will offer or sell, any Senior Note in any circumstances which would require the registration of any of the Senior Notes under the Securities Act;

(ii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Senior Note;

(iii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Senior Note in the United States; and

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(iv)	it is a “foreign issuer” (as such term is defined in Regulation S) which reasonably believes that there is no “substantial US market interest” (as such term is defined in Regulation S) in its debt securities (as defined in Regulation S).

4.3	Interpretation

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1	General

2	United States

2.1	No registration under the United States Securities Act of 1933, as amended (the “Securities Act”)

(f)

The Senior Notes have not been and will not be registered under the Securities Act, or the securities laws of any state of the United States or jurisdiction and, subject to certain exceptions, may not be offered, sold, pledged or otherwise transferred except to a person that is (A) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in reliance on an exemption from the registration requirements of the Securities Act, in either case, that is acquiring the Senior Notes for its own account for investment purposes and not with a view to, or for the offer or sale in connection with, any distribution thereof and it has not been formed for the purpose of investing in the Senior Notes (unless each beneficial owner of such investment is a qualified institutional buyer or an accredited investor).

(g)	In addition, the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended.

(h)

Notwithstanding the foregoing, Senior Notes may be transferred to non-U.S. Persons pursuant to the Issuer Note Issuance Facility Agreement and the requirements for the same set forth in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) and this Schedule 6A (Selling Restrictions for Restricted Senior Notes) thereof and subject to the transfer restrictions set forth in the Senior Noteholder Accession Deed.

2.2	Compliance by Issuer with United States securities laws

(v)	neither it nor any of its affiliates (including any person acting on behalf of the Issuer or any of its affiliates) has offered or sold, or will offer or sell, any Senior Note in any circumstances which would require the registration of any of the Senior Notes under the Securities Act;

(vi)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Senior Notes; and

(vii)	neither the Issuer nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) in connection with any offer or sale of the Senior Note in the United States).

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(1)	the Issuer Note Issuance Facility Agreement dated [●] and made between, amongst others, the Initial Senior Noteholders, the Issuer and the Transaction Agent (such terms as defined therein); and

(2)	the variable funding note issued to a non-U.S. person pursuant to Regulation S as of [●] with Serial Number [●] (the “Unrestricted Senior Note”) of CarFin Finance International Limited.

•	€[●] in Senior Note Principal Amount Outstanding

•	€[●] in Senior Noteholder Commitment

•	in consideration of €[●] as the purchase price payable

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(1)	the Issuer Note Issuance Facility Agreement dated [●] and made between, amongst others, the Initial Senior Noteholders, the Issuer and the Transaction Agent (such terms as defined therein); and

(2)	the variable funding note issued to an Eligible U.S. Person pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as of [●] with Serial Number [●] (the “Restricted Senior Note”) of CarFin Finance International Limited.

•	€[●] in Senior Note Principal Amount Outstanding

•	€[●] in Senior Noteholder Commitment

•	in consideration of €[●] as the purchase price payable

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•	I am/we are/the company is* not resident in Ireland, and

•	should I/we/the company* become resident in Ireland I will/we will* so inform you, in writing, accordingly.

•	that the person(s) named below is/are beneficially entitled to the interest to which this declaration refers;

•	that the person(s) who is/are beneficially entitled to the interest is/are not resident in Ireland; and

•	I/we/the company* will inform you in writing if I/we/the company* become aware that the beneficial owner(s) of the interest becomes resident in Ireland.

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1.	spends 183 days or more in the State in that tax year; and

2.	has a combined presence of 280 days in the State, taking into account the number of days spent in the State in that tax year together with the number of days spent in the State in the preceding year.

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•	the company or a related company carries on a trade in the State, and either the company is ultimately controlled by persons resident in EU Member States or countries with which the Republic of Ireland has a double taxation treaty, or the company or a related company are quoted companies on a recognised Stock Exchange in the EU or in a tax treaty country; or

•	the company is regarded as not resident in the State under a double taxation treaty between the Republic of Ireland and another country.

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1

We refer to the framework deed between, among others, the Issuer, the Issuer Security Trustee, the FleetCos and the FleetCo Security Agent dated [●] (the “Framework Agreement”), the Issuer Note Issuance Facility Agreement dated [●] between, among others, the Issuer, the Issuer Security Trustee and the Senior Noteholders (the “Issuer Note Issuance Facility Agreement”), the issuer deed of charge between, among others, the Issuer and the Issuer Security Trustee dated [●] (the “Issuer Deed of Charge”) and the master definitions agreement between, among others, the Issuer, the Issuer Security Trustee, the FleetCos and the FleetCo Security Agent dated [●] (the “Master Definitions Agreement”).

2	This is a Senior Noteholder Accession Deed.

3

[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] of [address/ registered office] agrees to become [an Acceding Senior Noteholder]/[a Replacement Senior Noteholder] and to be bound as a Senior Noteholder by and to benefit from the terms of the Issuer Deed of Charge, the Issuer Note Issuance Facility Agreement, the Framework Agreement and the other Issuer Transaction Documents to which the Senior Noteholders are a party as a Senior Noteholder on and from [date] pursuant to Clause 11 (Additional Issuer Secured Creditors and accession of Liquidation Agent) of the Framework Agreement and Clause 21 (Changes to the Parties) of the Issuer Note Issuance Facility Agreement.

4	The administrative details of the [Acceding Senior Noteholder]/[Replacement Senior Noteholder] and the [Acceding Senior Noteholder]/[Replacement Senior Noteholder]'s Commitment for the purposes of the Issuer Note Issuance Facility Agreement, the Framework Agreement, the Issuer Deed of Charge and other Issuer Transaction Documents are set out in the Schedule hereto.

5	[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] acknowledges, represents and agrees that:

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5.1

The Senior Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States or any other relevant jurisdiction, and the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, the Senior Notes may not be offered, sold, pledged or otherwise transferred except in accordance with the Issuer Note Issuance Facility Agreement;

5.2	If it is a person that is not a “U.S. Person” as defined in Regulation S under the Securities Act, then:

(i)	it is acquiring the Senior Notes in reliance on the exemption from registration pursuant to Regulation S under the Securities Act;

(ii)	it is acquiring the Senior Notes for its own account or for one or more accounts, each of which is a non-U.S. Person and as to each of which it exercises sole investment discretion;

(iii)	it will comply with the selling restrictions contained in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) to the Issuer Note Issuance Facility Agreement;

(ix)	neither it nor any of its affiliates nor any person acting on its or its affiliates’ behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Senior Notes;

5.3	If it is a “U.S. Person” as defined in Regulation S under the Securities Act, then:

(i)

it is (A) an “accredited investor” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, in either case, that is acquiring the Senior Notes for its own account for investment purposes and not with a view to, or for the offer or sale in connection with, any distribution thereof;

(ii)	neither it nor any of its affiliates nor any person acting on its or its affiliates’ behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) in connection with any offer or sale of Senior Notes;

(iii)	it has not been formed for the purpose of investing in the Senior Notes (unless each beneficial owner of such investment is a qualified institutional buyer or an accredited investor);

5.4

It understands that the Senior Notes are being sold to it pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. It has made its investment in the Senior Notes for its own account for investment and not with a view to the offer, sale or distribution thereof, in whole or in part, and it shall not assign or transfer any of its rights or obligations thereunder or hereunder except in compliance with Clause 20 (Binding Effect) and the other relevant provisions of the Issuer Note Issuance Facility Agreement to an Acceding Senior Noteholder who accedes to the Issuer Note Issuance Facility Agreement, the Framework

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5.5	It has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investments in the Senior Notes, and it is (and any accounts for which it is acting are, if applicable) able to bear the economic risk of its (or their, if applicable) investment;

5.6	It is not an entity that, immediately subsequent to its purchase or other acquisition of a beneficial interest in the Senior Notes, will have invested more than 40 per cent. of its assets in beneficial interests in the Senior Notes and/or in other securities of the Issuer (unless all of the beneficial owners of such entity's securities are qualified institutional buyers);

5.7

It is not, and is not acting on behalf of or with the assets of (and, for so long as it is an Acceding Senior Noteholder/a Replacement Senior Noteholder, will not be, and will not be acting on behalf of) (A) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in section 4975 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or an entity that is deemed to hold the assets of any such plan pursuant to 29 C.F.R. Section 2510.3-101, which entity or plan is subject to section 406 of ERISA or Code section 4975, or (B) a governmental, church or non-U.S. plan that is subject to any United States federal, state or local law that is similar to the prohibited transaction provisions of section 406 of ERISA or Code section 4975;

5.8	It has received adequate information concerning the Issuer and the Senior Notes to make an informed investment decision with respect to its purchase of the Senior Notes; and

5.9	It is a Qualifying Senior Noteholder.

6

[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] acknowledges that each of the Issuer and the Issuer Security Trustee reserves the right prior to any assignment or transfer of the Senior Notes pursuant to the Issuer Note Issuance Facility Agreement to require the delivery of such certifications, legal opinions and other information as the Issuer or the Issuer Security Trustee may reasonably require to confirm that the proposed sale or other transfer complies with the foregoing restrictions, including delivery of a Letter of Representation in the form set forth herein (which all subsequent purchasers and or transferees shall be required to deliver). This is also the form of Letter of Representation referred to in the Issuer Note Issuance Facility Agreement.

7

[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] acknowledges and agrees that, in the event that at any time the Issuer determines (or is notified by a person acting on behalf of the Issuer) that such Senior Noteholder was in breach, at the time given or deemed to be given, of any of the representations or agreements set forth above or otherwise determines that any transfer or other disposition of any Senior Notes would, in the sole determination of the Issuer or the Issuer Security Trustee acting on behalf of the Issuer, require the Issuer to register as an “investment company” under the provisions of the Investment Company Act, such purchase or other transfer will be void ab initio and will not be honoured by the Issuer.

8	[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] acknowledges that (i) it has been afforded an opportunity to request and to review, and has received, all information considered by it to be necessary in connection with its investment in the Issuer Note Issuance

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9	[Name of Acceding Senior Noteholder]/[Replacement Senior Noteholder] agrees to execute any relevant fee letter, as required, on or about the date of this Senior Noteholder Accession Deed.

10	This Senior Noteholder Accession Deed is an Issuer Transaction Document.

11	The Framework Agreement, the Issuer Note Issuance Facility Agreement, the Issuer Deed of Charge, this Senior Noteholder Accession Deed and any non-contractual obligations arising out of or in connection with them are governed by English law.

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1	I am/We are (check applicable box):

2

I/We understand that the Senior Notes are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Senior Notes have not been and will not be registered under the Securities Act (and accordingly the Senior Notes constitute “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”), and I/we agree that if in the future I/we decide to offer, resell, pledge or otherwise transfer such Senior Notes or any beneficial interest in such Senior Notes, such Senior Notes or any beneficial interest therein may be offered, resold, pledged or otherwise transferred only to persons who sign-up the Senior Noteholder Accession Deed and deliver to the Issuer, the Registrar and the Transfer Agent a letter of representation in the form attached to the Senior Noteholder Accession Deed and pursuant to an exemption from the registration requirements of the Securities Act or in accordance with Rule 144.

3	I/we understand that the Issuer has not registered under the Investment Company Act.

4	I/we will notify any purchaser of Senior Notes from us of the resale restrictions and the requirement in paragraph 2 to deliver a letter of representation. I/We understand and agree that any purported transfer of the Senior Notes to a purchaser that does not comply with such requirement shall be

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5	I/We further understand that any Senior Notes acquired by me/us will be in the form of individual definitive physical certificates and that the Note Certificate representing the Senior Notes will bear the legend set forth in the form of Restricted Senior Note Certificate.

6	I/We nor any of my/our affiliates nor any person acting on my/our or my/our affiliates’ behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) in connection with any offer or sale of Senior Notes.

7	I am/We are acquiring the Senior Notes for my/own account and not with a view to distribution thereof or with any present intention of offering or selling any of the Senior Notes or any other disposition thereof in violation of the Securities Act.

8

I/We understand that the Issuer has the right to compel any Senior Noteholder or beneficial owner that is a U.S. person that is not an “accredited investor” or a “qualified institutional buyer” to sell such Senior Notes or interest therein, or may sell such Senior Notes or interest therein on behalf of such owner, at the least of (x) the purchase price therefor paid by the Senior Noteholder or beneficial owner, as the case may be, (y) 100 per cent. of the principal amount thereof or (z) the fair market value thereof.

9	I/We understand that I am/we are acquiring the Senior Notes in reliance on the exemption from registration pursuant to Regulation S under the Securities Act for my/our own account or for one or more accounts, each of which is a non-U.S. Person and as to each of which I/we exercise sole investment discretion.

10

I/We understand that the Senior Notes are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Senior Notes have not been and will not be registered under the Securities Act, and I/we agree that if in the future I/we decide to offer, resell, pledge or otherwise transfer such Senior Notes or any beneficial interest in such Senior Notes, such Senior Notes may be offered, resold, pledged or otherwise transferred only to a person who I/we reasonably believe is (a) an accredited investor or qualified institutional buyer in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) or (b) to non-U.S. persons in an “offshore transaction” in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction and subject to the provisions of the Senior Noteholder Accession Deed and the Issuer Note Issuance Facility Agreement, including complying with the selling restrictions contained in Schedule 6 (Selling Restrictions for Unrestricted Senior Notes) to the Issuer Note Issuance Facility Agreement.

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11	I/We confirm that neither I/we nor any of my/our affiliates nor any person acting on my/our affiliates’ behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Senior Notes.

12	I/we understand that the Issuer has not registered under the Investment Company Act.

13	I/We understand and agree that any purported transfer of the Senior Notes to a purchaser that does not comply with the requirements of the foregoing resale restrictions shall be null and void ab initio and the Issuer will have the right to direct the purchaser to transfer its Senior Notes to a person who meets the foregoing criteria.

14

I/We have received a copy of the Transaction Documents and acknowledge that I/we have had all access to such financial and other information and have been afforded the opportunity to ask such questions of representatives of the Issuer and received answers thereto as I/we deem necessary in connection with my/our decision to purchase the Senior Notes. I/We acknowledge that (a) none of the Issuer, the Arranger, other transaction parties or any subsidiary, holding or associated company of any of them (including any directors, officers or employees thereof) is acting as a fiduciary or financial or portfolio manager for the purchaser; (b) the purchaser is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Arranger, any other transaction party or any subsidiary, holding or associated company of any of them (including any directors, officers or employees thereof) other than in the Issuer Note Issuance Facility Agreement and any representations expressly set forth in a written agreement with such party; (c) none of the Issuer, the Arranger, other transaction parties, any Agent or any subsidiary, holding or associated company of any of them (including any directors, officers or employees thereof) has given to the purchaser (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) as to an investment in the Senior Notes and (d) the purchaser has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Arranger, the other Transaction Parties, any Agent or any subsidiary, holding or associated company of any of them (including any directors, officers or employees thereof).

15	I/We have such knowledge and experience in financial and business matters that I am/we are capable of evaluating the merits and risks of purchasing the Senior Notes, and I/we can bear the economic risk of my/our investment in the Senior Notes.

16	I/We are not, and are not acting on behalf of or using assets of, (i) an employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”), (ii) a plan subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (iii) any

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17

I/We understand that the Issuer has the right to compel any Senior Noteholder or beneficial owner to sell its Senior Notes or interest therein, or may sell such Senior Notes or interest therein on behalf of such person, where such person is, or is acting on behalf of or using assets of, (i) an employee benefit plan subject to ERISA, (ii) a plan subject to Section 4975 of the Code, (iii) any governmental or church plan subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, or (iv) an entity any of whose assets are treated as assets of any such plan.

18	I/We are not purchasing the Senior Notes in order to reduce my/our U.S. federal income tax liability or pursuant to a tax avoidance plan.

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(B)

in the case of amounts below which are expected to become due and payable on any date after the relevant Settlement Date but before the next following Settlement Date, make provision on such Settlement Date for application of the Issuer Available Funds (provided that such provisioned amounts are credited by the Issuer on such Settlement Date into the reserve ledger of the Issuer Transaction Account and such provisioned amounts shall be excluded from the Issuer Excess Cash Amount),

(a)	firstly, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the Issuer Security Trustee under the Issuer Deed of Charge or any other Transaction Document;

(b)	secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Transaction Agent under the relevant Issuer Transaction Documents;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Registrar under the relevant Issuer Transaction Documents;

(iii)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Account Bank under the Issuer Account Bank Agreement; and

(iv)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Cash Manager under the Issuer Cash Management Agreement;

(c)	thirdly, in payment or satisfaction of any Tax for which the Issuer is primarily liable to the appropriate tax authorities (other than any corporate Tax payable out of the Issuer Profit Amount);

(d)	fourthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Holdings Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(iii)	the Issuer Profit Amount which shall be paid to the Issuer Domestic Account;

(iv)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Share Trustee;

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(v)	the fees, costs, charges, expenses and liabilities due and payable to the independent accountants, auditors, legal advisers and Tax advisers of the Issuer and FleetCo Holdings;

(vi)	the fees, costs, charges and expenses due and payable to the Channel Islands Stock Exchange and the Listing Sponsor for the purposes of maintaining the listing of the outstanding Senior Notes on the Channel Islands Stock Exchange; and

(vii)	the fees, costs, charges and expenses due and payable to the relevant Rating Agencies for the purposes of rating and maintaining the rating(s) of the outstanding Senior Notes; and

(viii)	the fees, costs, charges, expenses and liabilities due and payable to the Central Servicer, provided that the Central Servicer’s appointment has not been terminated or the Central Servicer has not served a resignation notice, in each case, in accordance with clause 13 (Servicer Termination Events) of the Central Servicing Agreement;

(e)	fifthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	interest due and payable in respect of the Senior Notes and any indemnity payments (but excluding any indemnity payments specified in item (i) below), costs, liabilities, charges and expenses due and payable to the Senior Noteholders;

(ii)	commitment fees due and payable to the Senior Noteholders; and

(iii)	all scheduled amounts (other than any amounts in respect of termination payments or other unscheduled amounts, final or scheduled exchange payments) payable to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(f)	sixthly, to credit the Issuer Reserve Account to the extent that the aggregate of the amount standing to the credit of the Issuer Reserve Account and the Available LC Commitment Amount is less than the Issuer Reserve Required Amount;

(g)	seventhly, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(h)	eighthly, in payment or satisfaction, pari passu and pro rata, of all termination payments or other unscheduled amounts, final or scheduled exchange payments to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(i)	ninthly, in payment or satisfaction of indemnity payments due and payable to the applicable Conduit Senior Noteholder(s) in respect of any Currency Hedging Breakage Cost;

(j)	tenthly, in payment or satisfaction of interest due and payable in respect of the Issuer Subordinated Facility Agreement, provided that no such payment shall be made if:

(i)	the Transaction Agent, following confirmation from the Central Servicer in the Monthly Central Servicing Report to the Transaction Agent, confirms by 10:00 a.m. (CET) on the relevant Information Date immediately before such Settlement Date to the Issuer Cash Manager that the Issuer Borrowing Base Test would not be satisfied immediately after such payment; and

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(ii)	the aggregate of the amount standing to the credit of the Issuer Reserve Account and the Available LC Commitment Amount is less than the Issuer Reserve Required Amount;

(k)	eleventhly, in payment or satisfaction of principal due and payable in respect of the Issuer Subordinated Facility Agreement, provided that such payment shall be made pursuant to the terms of the Issuer Subordinated Facility Agreement;

(l)	twelfthly, in payment or satisfaction of any amounts due and payable by the Issuer to the Issuer Secured Creditors under the Issuer Transaction Documents other than amounts paid in accordance with any paragraph above;

(m)	thirteenthly, in payment or satisfaction of any amounts due and payable by the Issuer to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above); and

(n)	fourteenthly, to retain any excess in the Issuer Transaction Account.

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(A)	apply the Issuer Available Funds on each Settlement Date; and

(B)

in the case of amounts below which are expected to become due and payable on any date after the relevant Settlement Date but before the next following Settlement Date, make provision on such Settlement Date for application of Issuer Available Funds (provided that such provisioned amounts are credited by the Issuer on such Settlement Date into the reserve ledger of the Issuer Transaction Account and such provisioned amounts shall be excluded from the Issuer Excess Cash Amount),

(a)	firstly, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the Issuer Security Trustee under the Issuer Deed of Charge or any other Transaction Document;

(b)	secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Transaction Agent under the relevant Issuer Transaction Documents;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Registrar under the relevant Issuer Transaction Documents;

(iii)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Account Bank under the Issuer Account Bank Agreement; and

(iv)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Cash Manager under the Issuer Cash Management Agreement;

(c)	thirdly, in payment or satisfaction of any Tax for which the Issuer is primarily liable to the appropriate tax authorities (other than any corporate Tax payable out of the Issuer Profit Amount);

(d)	fourthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Holdings Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(iii)	the Issuer Profit Amount which shall be paid to the Issuer Domestic Account; and

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(iv)	the fees, costs, charges, expenses and liabilities due and payable to independent accountants, auditors, legal advisers and Tax advisers of the Issuer and FleetCo Holdings;

(v)	the fees, costs, charges and expenses due and payable to the Channel Islands Stock Exchange and the Listing Sponsor for the purposes of maintaining the listing of the outstanding Senior Notes on the Channel Islands Stock Exchange;

(vi)	the fees, costs, charges and expenses due and payable to the relevant Rating Agencies for the purposes of rating and maintaining the rating(s) of the outstanding Senior Notes; and

(vii)	the fees, costs, charges, expenses and liabilities due and payable to the Central Servicer, provided that the Central Servicer’s appointment has not been terminated or the Central Servicer has not served a resignation notice, in each case, in accordance with clause 13 (Servicer Termination Events) of the Central Servicing Agreement;

(e)	fifthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	interest due and payable in respect of the Senior Notes and any indemnity payments (but excluding any indemnity payments specified in item (i) below), costs, liabilities, charges and expenses due and payable to the Senior Noteholders;

(ii)	commitment fees due and payable to the Senior Noteholders; and

(iii)	all scheduled amounts (other than any amounts in respect of termination payments or other unscheduled amounts, final or scheduled exchange payments) payable to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(f)	sixthly, to credit the Issuer Reserve Account to the extent that the amount standing to the credit of the Issuer Reserve Account is less than the Issuer Reserve Required Amount;

(g)	seventhly, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(h)	eighthly, in payment or satisfaction, pari passu and pro rata, of all termination payments or other unscheduled amounts, final or scheduled exchange payments to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(i)	ninthly, in payment or satisfaction of indemnity payments due and payable to the applicable Conduit Senior Noteholder(s) in respect of any Currency Hedging Breakage Cost;

(j)	tenthly, in payment or satisfaction of interest and principal due and payable in respect of the Issuer Subordinated Facility Agreement;

(k)	eleventhly, in payment or satisfaction of any amounts due and payable by the Issuer to the Issuer Secured Creditors under the Issuer Transaction Documents other than amounts paid in accordance with any paragraph above; and

(l)	twelfthly, in payment or satisfaction of any amounts due and payable by the Issuer to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above).

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(A)	apply the Issuer Available Funds on each Settlement Date; and

(B)

in the case of amounts below which are expected to become due and payable on any date after the relevant Settlement Date but before the next following Settlement Date, make provision on such Settlement Date for application of Issuer Available Funds (provided that such provisioned amounts are credited by the Issuer on such Settlement Date into the reserve ledger of the Issuer Transaction Account and such provisioned amounts shall be excluded from the Issuer Excess Cash Amount),

(a)	firstly, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the Issuer Security Trustee under the Issuer Deed of Charge or any other Transaction Document;

(b)	secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Transaction Agent under the relevant Issuer Transaction Documents;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Registrar under the relevant Issuer Transaction Documents;

(iii)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Account Bank under the Issuer Account Bank Agreement; and

(iv)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Cash Manager under the Issuer Cash Management Agreement;

(c)	thirdly, in payment or satisfaction of any Tax for which the Issuer is primarily liable to the appropriate tax authorities (other than any corporate Tax payable out of the Issuer Profit Amount);

(d)	fourthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Holdings Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(iii)	the Issuer Profit Amount which shall be paid to the Issuer Domestic Account; and

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(iv)	the fees, costs, charges, expenses and liabilities due and payable to the independent accountants, auditors, legal advisers and Tax advisers of the Issuer and FleetCo Holdings;

(v)	the fees, costs, charges and expenses due and payable to the Channel Islands Stock Exchange and the Listing Sponsor for the purposes of maintaining the listing of the outstanding Senior Notes on the Channel Islands Stock Exchange;

(vi)	the fees, costs, charges and expenses due and payable to the relevant Rating Agencies for the purposes of rating and maintaining the rating(s) of the outstanding Senior Notes; and

(vii)	the fees, costs, charges, expenses and liabilities due and payable to the Central Servicer, provided that the Central Servicer’s appointment has not been terminated or the Central Servicer has not served a resignation notice, in each case, in accordance with clause 13 (Servicer Termination Events) of the Central Servicing Agreement;

(e)	fifthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	interest due and payable in respect of the Senior Notes and any indemnity payments (but excluding any indemnity payments specified in item (h) below), costs, liabilities, charges and expenses due and payable to the Senior Noteholders;

(ii)	commitment fees due and payable to the Senior Noteholders; and

(iii)	all scheduled amounts (other than any amounts in respect of termination payments or other unscheduled amounts, final or scheduled exchange payments) payable to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(f)	sixthly, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(g)	seventhly, in payment or satisfaction, pari passu and pro rata, of all termination payments or other unscheduled amounts, final or scheduled exchange payments to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(h)	eighthly, in payment or satisfaction of indemnity payments due and payable to the applicable Conduit Senior Noteholder(s) in respect of any Currency Hedging Breakage Cost;

(i)	ninethly, in payment or satisfaction of interest and principal due and payable in respect of the Issuer Subordinated Facility Agreement;

(j)	tenthly, in payment or satisfaction of any amounts due and payable by the Issuer to the Issuer Secured Creditors under the Issuer Transaction Documents other than amounts paid in accordance with any paragraph above; and

(k)	eleventhly, in payment or satisfaction of any amounts due and payable by the Issuer to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above).

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(a)	firstly, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the Issuer Security Trustee under the Issuer Deed of Charge or any other Transaction Document or any Receiver;

(b)	secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Transaction Agent under the relevant Issuer Transaction Documents;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Registrar under the relevant Issuer Transaction Documents;

(iii)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Account Bank under the Issuer Account Bank Agreement; and

(iv)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Cash Manager under the Issuer Cash Management Agreement;

(c)	thirdly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the Issuer Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Holdings Corporate Services Provider under the Issuer and FleetCo Holdings Corporate Services Agreement;

(iii)	any Tax for which the Issuer is primarily liable to the appropriate authorities (other than any corporate Tax payable out of the Issuer Profit Amount);

(iv)

if directed by the Issuer Security Trustee, the fees, costs, charges, expenses and liabilities due and payable to the independent accountants, auditors, legal advisers and Tax advisers of the Issuer and FleetCo Holdings, provided that if the Issuer Security Trustee has received duly documented evidence that such fees, costs, charges, expenses and liabilities are properly due and payable, the Issuer Security Trustee (acting in accordance with paragraph 8 (Instructions to Issuer Security Trustee and exercise of discretion) of Error! Reference source not found. (Issuer Intercreditor Terms) hereto) shall give such direction, subject as provided in the last paragraph below;

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(v)	the fees, costs, charges and expenses due and payable to the Channel Islands Stock Exchange and the Listing Sponsor for the purposes of maintaining the listing of the outstanding Senior Notes on the Channel Islands Stock Exchange; and

(vi)	the fees, costs, charges and expenses due and payable to the relevant Rating Agencies for the purposes of rating and maintaining the rating(s) of the Outstanding Senior Notes;

(d)	fourthly, in payment or satisfaction, pari passu and pro rata, of:

(i)

interest (other than default interest set out in (i) paragraph (i)(b)(y) of the definition of “Subscriber’s Cost of Funds” or (ii) clause 9.7 (Default Interest) of the Issuer Note Issuance Facility Agreement) due and payable in respect of the Senior Notes and any indemnity payments (but excluding any indemnity payments specified in item (h) below), costs, liabilities, charges and expenses due and payable to the Senior Noteholders;

(ii)	commitment fees due and payable to the Senior Noteholders; and

(iii)	all scheduled amounts (other than any amounts in respect of termination payments or other unscheduled amounts, final or scheduled exchange payments) payable to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(e)	fifthly, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata, of default interest set out in (i) paragraph (i)(b)(y) of the definition of “Subscriber’s Cost of Funds” or (ii) clause 9.7 (Default Interest) of the Issuer Note Issuance Facility Agreement due and payable in respect of the Senior Notes;

(g)	seventhly, in payment or satisfaction, pari passu and pro rata, of all termination payments or other unscheduled amounts, final or scheduled exchange payments to the Issuer Hedge Counterparties under the Issuer Hedging Agreements;

(h)	eighthly, in payment or satisfaction of indemnity payments due and payable to the applicable Conduit Senior Noteholder(s) in respect of any Currency Hedging Breakage Cost;

(i)	ninthly, in payment or satisfaction of interest and principal due and payable in respect of the Issuer Subordinated Facility Agreement;

(j)	tenthly, in payment or satisfaction of any amounts due and payable by the Issuer to the Issuer Secured Creditors under the Issuer Transaction Documents other than amounts paid in accordance with any paragraph above;

(k)	eleventhly, in payment or satisfaction of the Issuer Profit Amount which shall be paid to the Issuer Domestic Account (to the extent such amounts are not paid or satisfied under paragraph (c)(iii) above); and

(l)	twelfthly, in payment or satisfaction of any amounts due and payable by the Issuer to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above).

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(1)	CARFIN FINANCE INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (the “Issuer” and the “FCT Noteholder”);

(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Transaction Agent” and “Arranger”);

(3)	DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);

(4)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);

(5)	THE OPCOS, the SERVICERS and LESSEES listed in part 1 of Schedule 1 (The Parties) hereto including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as Italian Opco (as defined therein) under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

(6)	THE FLEETCOS listed in part 2 of Schedule 1 (The Parties) hereto;

(7)	AVIS BUDGET CAR RENTAL, LLC (the “Parent”);

(8)	AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer” and the “Italian VAT Lender”);

(9)	AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);

(10)	THE ACCOUNT BANKS listed in part 3 of Schedule 1 (The Parties) hereto;

(11)

DEUTSCHE BANK AG, LONDON BRANCH (the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” the “Issuer Cash Manager”, the “FleetCo Dutch Back-up Cash Manager”, the “FleetCo French Back-up Cash Manager”, the “FleetCo German Back-up Cash Manager”, the “FleetCo Italian Back-up Cash Manager” and the “FleetCo Spanish Back-up Cash Manager”);

(12)	THE SENIOR NOTEHOLDERS listed in part 4 of Schedule 1 (The Parties) hereto (the “Senior Noteholders”);

(13)	STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED (the “Issuer Corporate Services Provider” and the “FleetCo Holdings Corporate Services Provider”);

(14)	CARFIN FINANCE HOLDINGS LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (“FleetCo Holdings”);

(15)	INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the “Dutch FleetCo Corporate Services Providers”, together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the “Corporate Services Providers”);

(16)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“French Intermediary Bank” and “FCT Servicer”);

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(17)	FCT CARFIN (the ”FCT”) represented by EUROTITRISATION (the “FCT Management Company”);

(18)	CACEIS BANK FRANCE (the “FCT Custodian”);

(19)	CACEIS CORPORATE TRUST (the “FCT Registrar”); and

(20)	DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”),

(A)	Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third amendment agreement dated 21 May 2014 and a fourth amendment agreement dated 15 December 2014 (the “Original Master Definitions Agreement”).

(B)	The Parties have agreed to amend the Original Master Definitions Agreement on the terms and conditions set out below.

1	Definitions and Interpretation

1.1

Unless otherwise defined herein or the context otherwise requires, terms defined in the Original Master Definitions Agreement (as amended or amended and restated from time to time) have the same meaning in this Deed. Subject to Clause 1.2 below, the provisions of clause 2 (Principles of Interpretation and Construction) of the Original Master Definitions Agreement (as amended or amended and restated from time to time) shall apply herein as if set out in full herein and as if references therein to a “Relevant Agreement” were to this Deed. In addition, “Amendment Date” means 17 December 2014.

1.2	A reference to a “Clause” is a reference to a clause of this Deed.

2	Amendment to the Original Master Definitions Agreement

3	Amendment Date

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4	Transaction Agent

4.1	In accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modification of Transaction Documents by the Transaction Agent) of the Framework Agreement, each Senior Noteholder hereby instructs and directs the Transaction Agent to consent to all the amendments required to be agreed by such Senior Noteholder as set out herein.

4.2	The Transaction Agent hereby consents to all amendments referred to herein.

5	Issuer Security Trustee and FleetCo Security Agent

5.1

In accordance with clause 24.3.1 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the Issuer Security Trustee to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the Issuer Security Trustee as set out herein.

5.2

In accordance with clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the FleetCo Security Agent to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the FleetCo Security Agent as set out herein.

6	Transaction Documents

6.1	Save as expressly amended by this Deed, the Original Master Definitions Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof.

6.2	By their acceptance of the terms of this Deed, each of the Issuer, the FleetCos and the Avis Obligors confirms that its obligations under the Transaction Documents to which it is a party will remain in full force and effect.

6.3	The FleetCo Security Agent and the Transaction Agent hereby designate this Deed as a FleetCo Transaction Document.

6.4	The Transaction Agent hereby designates this Deed as an Issuer Transaction Document.

7	Confirmation of Guarantees

7.1	Avis Budget EMEA Limited as the guarantor under the Avis Europe Payment Guarantee hereby (i) expressly confirms that its obligations under the Avis Europe Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Avis Europe Payment Guarantee.

7.2	Finco as the guarantor under the Original Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the Original Finco Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this

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8	Illegality

9	Rights and remedies

10	Counterparts

11	Incorporation of Common Terms

12	Third party rights

13	Governing law and jurisdiction

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1.

Consulting Period. The Company shall retain the Consultant pursuant to the terms of this Agreement, and the Consultant shall provide the “Services” (as defined in Section 3 hereof), for a term of three years commencing on April 1, 2015 (the “Effective Date”) and ending on March 31, 2018. Notwithstanding the foregoing, the Consultant or the Company may terminate the consulting arrangement hereunder at any time and for any reason (or no reason) prior to March 31, 2018 by providing the other party with at least thirty (30) days’ advance written notice of such termination. The period of time between the Effective Date and the termination of the Consultant’s service relationship with the Company hereunder shall be referred to herein as the “Consulting Period.” The parties hereby acknowledge that the Consultant’s employment relationship with the Company shall terminate for all purposes on April 1, 2015.

2.

Release. In partial consideration for entering into this Agreement, the Consultant agrees to execute within forty-five days following each of (i) March 31, 2015, and (ii) termination of the Consulting Period, and not to revoke, a separation and release agreement with the Company in such form as reasonably determined by the Company, which will require the Consultant, in part, to release all actual and purported claims against the Company and its affiliates (each such separation and release agreement referred to herein as a “Release”).

3.

Services. During the Consulting Period, the Company hereby retains the Consultant to perform such services as the Company may reasonably request from time to time, including, without limitation, aiding in the transition of his current responsibilities as President, Latin America/Asia-Pacific and continuing to be involved in the Company’s joint ventures in China and Brazil (collectively, the “Services”). The Consultant may perform the Services at such times and in such manner as reasonably requested by the Company from time to time; provided that, to the extent that the Services do not require performance from a specific location, the Consultant may perform the Services at a location of the Consultant’s choice so long as the Consultant is available to report by telephone or in person as reasonably

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4.	Consulting Fees.

(a)

Fee. During the Consulting Period, the Consultant shall be entitled to receive an annual fee of (i) $300,000 for the period from April 1, 2015 through March 31, 2016, $200,000 for the period from April 1, 2016 through March 31, 2017, and (iii) $100,000 for the period from April 1, 2010 through March 31, 2018 (the “Consulting Fee”). The Consulting Fee shall be paid on a monthly basis, on the last business day of each month commencing with April 30, 2015.

(b)

Perquisites. During the Consulting Period, the Consultant shall be entitled to continued access to company car usage in accordance with Company policy, an executive physical, financial planning expense reimbursements in accordance with Company policy and continued health coverage (“Company-subsidized COBRA”, which shall not extend beyond September 2016) (the “Perquisites”). For purposes of this Agreement, “Company subsidized COBRA” shall mean that the Company shall subsidize the total cost of COBRA coverage such that the contribution required of the Consultant for health plan participation during the Consulting Period shall be substantially equal to the contributions required of active employed executives of the Company.

(c)	Reimbursement for Business Expenses. Upon presentation of appropriate documentation, the Consultant shall be reimbursed, in accordance with the Company’s expense reimbursement policy, for all reasonable business expenses incurred in connection with the Consultant’s performance of the Services.

5.	Termination.

(a)

Consulting Fee and Perquisites. If the Consulting Period is terminated prior to March 31, 2018 by the Company other than: (i) “for cause” (as defined below); (ii) in connection with the Consultant’s disability which prevents the Consultant (or is reasonably expected to prevent the Consultant as reasonably determined by the Company in good faith) from performing the Services through March 31, 2018 (the Consultant’s “disability”); or (iii) death, , the Consultant shall be entitled to receive (1) continued payment of the Consulting Fee through March 31, 2018 on the same basis as the Consultant would have been entitled to receive the Consulting Fee under Section 4(a) hereof had the Consulting Period not been so terminated, and (2) continued access to the Perquisites as provided in Section 4(b) hereof , subject, in all cases, to the Consultant’s satisfaction of the Release condition contained in Section 2 hereof; provided, however, that access to Perquisites shall cease no later than eighteen months following termination (or September 2016, in the case of continued health coverage pursuant to COBRA).

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(b)

Stock-based Awards. If the Consulting Period is terminated prior to March 31, 2018 (A) by the Company other than “for cause,” or (B) as a result of the Consultant’s “disability,” or death, the service requirement included in the Consultant’s then outstanding unvested stock-based awards in the Company that would have vested in accordance with their original vesting schedule on or prior to January 31, 2017 shall be waived as of the date of such termination, and to the extent that any such awards are subject to additional vesting conditions based on the achievement of specified objective performance goals on or prior to January 31, 2017, such awards shall remain outstanding following such termination and become vested or be forfeited at such time(s) as provided in accordance with the terms and conditions of the applicable award agreement based on actual achievement of the performance goals applicable for purposes of vesting of such awards during the period ending on January 31, 2017.

(c)

Coordination of Termination Benefits with Release Execution. The Company’s obligation to provide the payments and benefits in Sections 5(a), 5(b) and 6 hereof is subject to, and contingent upon, the Consultant (or the Consultant’s estate, if applicable) satisfying the Release condition contained in Section 2 hereof. To the extent that any portion of the payments or benefits to be provided in Sections 5(a), 5(b) or 6 hereof constitutes nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code, if the forty-five day Release consideration period set forth in Section 2 hereof spans two calendar years at the time of termination of the Consulting Period, any such payments or benefits shall not be paid or commence to be paid until the calendar year following the calendar year of termination.

(d)

Definition. “Termination for Cause” shall mean: (i) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any of its subsidiaries; (ii) conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal), or (iii) the Consultant’s material breach of this Agreement, including any material failure of the Consultant to perform the Services.

6.

Death and Disability. If the Consulting Period is terminated by the Company due to the Consultant’s “disability” or death prior to March 31, 2018, the Consultant (or the Consultant’s beneficiary) shall be entitled to receive continued payment of the Consulting Fee through March 31, 2018 on the same basis as the Consultant would have been entitled to receive the Consulting Fee under Section 4(a) hereof had the Consulting Period not been so terminated, subject, in all cases, to the Consultant’s satisfaction of the Release condition contained in Section 2 hereof and to the provisions of Section 5(c) hereof.

7.

Independent Contractor Status. The Consultant acknowledges and agrees that the Consultant’s status at all times shall be that of an independent contractor, and that the Consultant may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. The parties hereby acknowledge and agree that all consulting fees paid pursuant to Section

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8.	Restrictive Covenants.

(a)	Confidential Information. The Consultant acknowledges that Confidential Information is a valuable, special, and unique asset of the Company and its subsidiaries and agrees to the following:

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(i)

The term “Confidential Information” includes, but is not limited to, any and all of Company’s and its subsidiaries’ trade secrets, confidential and proprietary information and all other information and data of the Company and its subsidiaries that is not generally known to the public or other third parties who could derive economic value from its use or disclosure. Confidential Information includes, without limitation, the following: (A) marketing, sales, and advertising information such as lists of actual or potential customers; customer preference data; marketing and sales techniques, strategies, efforts, and data; merchandising systems and plans; confidential customer information including identification of purchasing personnel, account status, needs and ability to pay; business plans; product development and delivery schedules; market research and forecasts; marketing and advertising plans, techniques, and budgets; overall pricing strategies; the specific advertising programs and strategies utilized, and the success or lack of success of those programs and strategies; (B) organizational information such as personnel and salary data; merger, acquisition and expansion information; information concerning methods of operation; divestiture information; and competitive information pertaining to the Company’s and its subsidiaries’ distributors; (C) financial information such as product costs; supplier information; overhead costs; profit margins; banking and financing information; and pricing policy practices; (D) technical information such as product specifications, improvements, discoveries, developments, designs, inventions, techniques, new products and training methods; (E) information disclosed to the Consultant as part of a specialized, proprietary training process; and (F) information of third parties provided to the Consultant subject to non-disclosure restrictions for use in the Consultant’s business for the Company and its subsidiaries.

(ii)

Notwithstanding anything in the foregoing to the contrary, the term “Confidential Information” shall not include any information that: (A) is at the time of disclosure, or subsequently becomes, part of the public domain through no act or failure to act on the part of the Consultant, any representative of the Consultant or any other current or former service provider of the Company or its subsidiaries; (B) is already known or possessed by the Consultant with no obligation of confidentiality to the Company or its subsidiaries at the time of the disclosure of such information by the Company or its subsidiaries; (C) is furnished to the Consultant by a third party source other than the Company or its subsidiaries, provided that such third party source is not known by the Consultant to be prohibited from disclosing such information by a contractual, legal, or fiduciary obligation owed to the Company or its subsidiaries; or (D) is independently developed by the Consultant outside of the Consultant’s service with the Company and without reference to, use of, or as a result of knowledge of the Confidential Information. In addition, it is understood and agreed that this Section 8(a)(ii) shall not prevent the Consultant from making disclosures of Confidential

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(iii)

The Consultant acknowledges that because of the Consultant’s position with the Company, the Consultant will have access to Confidential Information. The Consultant agrees that the Consultant will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than (A) disclosure to authorized employees and agents of the Company and its subsidiaries who are bound to maintain the confidentiality of the Confidential Information, and/or (B) for authorized purposes during the course of the Consultant’s service in furtherance of the Company’s and its subsidiaries’ business.

(iv)

The Consultant will notify the Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. The Consultant will use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. The Consultant will implement and abide by all procedures adopted by the Company and its subsidiaries to prevent unauthorized disclosure, transfer, or use of Confidential Information. Immediately upon termination of the Consultant’s service with the Company, the Consultant shall return to the Company all of the Company’s and its subsidiaries’ property relating to the Company’s and its subsidiaries’ business, including, without limitation, all of the Company’s and its subsidiaries’ property which is in the possession, custody or control of the Consultant such as Confidential Information, documents, hard copy files, copies of documents and electronic information/files.

(v)

Except to the extent that disclosure is required by applicable law, rule or regulation, the terms and conditions of this Agreement shall remain strictly confidential, and the Consultant hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Consultant’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential.

(b)

Noncompetition. The Consultant acknowledges that the Services are of a unique nature and are irreplaceable, and that the Consultant’s performance of any service to a competing business will result in irreparable harm to the Company. Accordingly, until March 31, 2018, the Consultant agrees that the Consultant shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a “Competitive Business” (as defined below) in any locale

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(c)

Non-solicitation; Noninterference. Until March 31, 2018, the Consultant agrees that the Consultant shall not, except in the furtherance of the Consultant’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 8(c) while so employed or retained and for a period of six (6) months thereafter.

(d)

Non-disparagement. The Consultant agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

(e)

Cooperation. In connection with any termination of the Consulting Period, the Consultant agrees to assist the Company, as reasonably requested by the Company, to facilitate a smooth transition of the Consultant’s job responsibilities to the Consultant’s successor. In addition, upon the receipt of reasonable notice from the Company (including outside counsel), the Consultant agrees that for the period ending March 31, 2018, the Consultant will respond and provide information with regard to matters in which the Consultant has knowledge as a result of the Consultant’s service with the Company, and will provide reasonable assistance to the Company, its affiliates and

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(f)

Enforcement. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(g)

Remedies. The Consultant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Section 8 would be inadequate and, in recognition of this fact, the Consultant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

(h)	Forfeiture. In the event of a final judgment by a court of competent jurisdiction that the Consultant has breached any of the provisions of this Section 8, the Consultant shall forfeit the right to receive any further benefits under this Agreement.

9.

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without regard to the choice of law principles thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New Jersey or the United States District Court for the District of New Jersey and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Consultant’s service relationship with the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New Jersey, the court of the United States of America for the District of New Jersey, and appellate courts

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10.

Assignment. This Agreement is personal to each of the parties hereto. Except as provided in this Section 10, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any subsidiary or any successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

11.

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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12.

Severability. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

13.	Survival. The provisions of Sections 8 through 10 hereof shall survive any termination of the Consulting Period or this Agreement.

14.	Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

15.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or director as may be designated by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, supersedes any and all other agreements, verbal or otherwise, between the parties hereto concerning such subject matter, and no agreements or representations, oral or

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1.

Consulting Period. The Company shall retain the Consultant pursuant to the terms of this Agreement, and the Consultant shall provide the “Services” (as defined in Section 3 hereof), for a term of eighteen (18) months commencing on February 1, 2015 (the “Effective Date”) and ending on July 30, 2016. Notwithstanding the foregoing, the Consultant or the Company may terminate the consulting arrangement hereunder at any time and for any reason (or no reason) prior to July 30, 2016 by providing the other party with at least thirty (30) days’ advance written notice of such termination. The period of time between the Effective Date and the termination of the Consultant’s service relationship with the Company hereunder shall be referred to herein as the “Consulting Period.” The parties hereby acknowledge that the Consultant’s employment relationship with the Company shall terminate for all purposes on January 31, 2015.

2.

Release. In partial consideration for entering into this Agreement, the Consultant agrees to execute within forty-five days following each of (i) January 31, 2015, and (ii) termination of the Consulting Period, and not to revoke, a separation and release agreement with the Company in such form as reasonably determined by the Company, which will require the Consultant, in part, to release all actual and purported claims against the Company and its affiliates (each such separation and release agreement referred to herein as a “Release”).

3.

Services. During the Consulting Period, the Company hereby retains the Consultant to perform such services as the Company may reasonably request from time to time, including, without limitation, aiding in the transition of his current responsibilities as President, North America, including the Company’s key corporate accounts, marketing partnerships and new account acquisition (collectively, the “Services”). The Consultant may perform the Services at such times and in such manner as reasonably requested by the Company from time to time; provided that, to the extent that the Services do not require performance from a specific location, the Consultant may perform the Services at a location of the Consultant’s choice so long as the Consultant is available to report by telephone or in person as reasonably

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4.	Consulting Fees.

(a)	Fee. During the Consulting Period, the Consultant shall be entitled to receive a fee of $2,100,000 (the “Consulting Fee”). The Consulting Fee shall be paid on a monthly basis, on the last business day of each month commencing with February 27, 2015.

(b)

Perquisites. During the Consulting Period, the Consultant shall be entitled to continued access to company car usage in accordance with Company policy, financial planning expense reimbursements in accordance with Company policy and continued health coverage (“Company-subsidized COBRA”, which shall not extend beyond July 2016) (the “Perquisites”). For purposes of this Agreement, “Company subsidized COBRA” shall mean that the Company shall subsidize the total cost of COBRA coverage such that the contribution required of the Consultant for health plan participation during the Consulting Period shall be substantially equal to the contributions required of active employed executives of the Company.

(c)	Reimbursement for Business Expenses. Upon presentation of appropriate documentation, the Consultant shall be reimbursed, in accordance with the Company’s expense reimbursement policy, for all reasonable business expenses incurred in connection with the Consultant’s performance of the Services.

5.	Termination.

(a)

Consulting Fee and Perquisites. If the Consulting Period is terminated prior to July 30, 2016 (A) by the Company other than: (i) “for cause” (as defined below); (ii) in connection with the Consultant’s disability which prevents the Consultant (or is reasonably expected to prevent the Consultant as reasonably determined by the Company in good faith) from performing the Services through July 30, 2016 (the Consultant’s “disability”); or (iii) death, or (B) by the Consultant solely following (x) commencement of full-time employment as a senior executive officer with another third party (which employment, for the avoidance of doubt, shall not violate any of the provisions of Section 8 hereof), or (y) the effectiveness of the appointment of a new Chief Executive Officer of the Company, the Consultant shall be entitled to receive (1) continued payment of the Consulting Fee through July 30, 2016 on the same basis as the Consultant would have been entitled to receive the Consulting Fee under Section 4(a) hereof had the Consulting Period not been so terminated, and (2) continued access to the Perquisites as provided in Section 4(b) hereof through July 30, 2016, subject, in all cases, to the Consultant’s satisfaction of the Release condition contained in Section 2 hereof.

(b)	Stock-based Awards. If the Consulting Period is terminated prior to July 30, 2016 (A) by the Company other than “for cause,” (B) as a result of the Consultant’s “disability,” or death, or (C) by the Consultant solely following (x) commencement of full-time

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(c)

Coordination of Termination Benefits with Release Execution. The Company’s obligation to provide the payments and benefits in Sections 5(a), 5(b) and 6 hereof is subject to, and contingent upon, the Consultant (or the Consultant’s estate, if applicable) satisfying the Release condition contained in Section 2 hereof. To the extent that any portion of the payments or benefits to be provided in Sections 5(a), 5(b) or 6 hereof constitutes nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code, if the forty-five day Release consideration period set forth in Section 2 hereof spans two calendar years at the time of termination of the Consulting Period, any such payments or benefits shall not be paid or commence to be paid until the calendar year following the calendar year of termination.

(d)

Definition. “Termination for Cause” shall mean: (i) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any of its subsidiaries; (ii) conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal), or (iii) the Consultant’s material breach of this Agreement, including any material failure of the Consultant to perform the Services.

6.

Death and Disability. If the Consulting Period is terminated by the Company due to the Consultant’s “disability” or death prior to July 30, 2016, the Consultant (or the Consultant’s beneficiary) shall be entitled to receive continued payment of the Consulting Fee through July 30, 2016 on the same basis as the Consultant would have been entitled to receive the Consulting Fee under Section 4(a) hereof had the Consulting Period not been so terminated, subject, in all cases, to the Consultant’s satisfaction of the Release condition contained in Section 2 hereof and to the provisions of Section 5(c) hereof.

7.

Independent Contractor Status. The Consultant acknowledges and agrees that the Consultant’s status at all times shall be that of an independent contractor, and that the Consultant may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor.

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8.	Restrictive Covenants.

(a)	Confidential Information. The Consultant acknowledges that Confidential Information is a valuable, special, and unique asset of the Company and its subsidiaries and agrees to the following:

(i)

The term “Confidential Information” includes, but is not limited to, any and all of Company’s and its subsidiaries’ trade secrets, confidential and proprietary information and all other information and data of the Company and its subsidiaries that is not generally known to the public or other third parties who could derive economic value from its use or disclosure. Confidential Information includes, without limitation, the following: (A) marketing, sales, and advertising information such as lists of actual or potential customers; customer preference data; marketing and sales techniques, strategies, efforts, and data; merchandising systems and plans; confidential customer information including identification of purchasing personnel, account status, needs and ability to pay; business plans; product development and delivery schedules; market research and forecasts; marketing and advertising plans, techniques, and budgets; overall pricing strategies; the specific advertising programs and strategies utilized, and the success or lack of success of those programs and strategies; (B) organizational information such as personnel and salary data; merger, acquisition and expansion information; information concerning methods of operation; divestiture information; and competitive information pertaining to the Company’s and its subsidiaries’ distributors; (C) financial information such as product costs; supplier information; overhead costs; profit margins; banking and financing information; and pricing policy practices; (D) technical information such as product specifications, improvements, discoveries, developments, designs, inventions, techniques, new products and training methods; (E) information disclosed to the Consultant as part of a specialized, proprietary training process; and (F) information of third parties

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(ii)

Notwithstanding anything in the foregoing to the contrary, the term “Confidential Information” shall not include any information that: (A) is at the time of disclosure, or subsequently becomes, part of the public domain through no act or failure to act on the part of the Consultant, any representative of the Consultant or any other current or former service provider of the Company or its subsidiaries; (B) is already known or possessed by the Consultant with no obligation of confidentiality to the Company or its subsidiaries at the time of the disclosure of such information by the Company or its subsidiaries; (C) is furnished to the Consultant by a third party source other than the Company or its subsidiaries, provided that such third party source is not known by the Consultant to be prohibited from disclosing such information by a contractual, legal, or fiduciary obligation owed to the Company or its subsidiaries; or (D) is independently developed by the Consultant outside of the Consultant’s service with the Company and without reference to, use of, or as a result of knowledge of the Confidential Information. In addition, it is understood and agreed that this Section 8(a)(ii) shall not prevent the Consultant from making disclosures of Confidential Information required by applicable law or required to be made to governmental authorities, or disclosures to the Consultant’s auditors, and legal and tax advisors.

(iii)

The Consultant acknowledges that because of the Consultant’s position with the Company, the Consultant will have access to Confidential Information. The Consultant agrees that the Consultant will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than (A) disclosure to authorized employees and agents of the Company and its subsidiaries who are bound to maintain the confidentiality of the Confidential Information, and/or (B) for authorized purposes during the course of the Consultant’s service in furtherance of the Company’s and its subsidiaries’ business.

(iv)

The Consultant will notify the Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. The Consultant will use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. The Consultant will implement and abide by all procedures adopted by the Company and its subsidiaries to prevent unauthorized disclosure, transfer, or use of Confidential Information. Immediately upon termination of the Consultant’s service with the Company, the Consultant shall return to the Company all of the Company’s and its subsidiaries’ property relating to the Company’s and its subsidiaries’ business, including, without limitation, all of the Company’s and its subsidiaries’ property which is in the possession, custody or control

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(v)

Except to the extent that disclosure is required by applicable law, rule or regulation, the terms and conditions of this Agreement shall remain strictly confidential, and the Consultant hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Consultant’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential.

(b)

Noncompetition. The Consultant acknowledges that the Services are of a unique nature and are irreplaceable, and that the Consultant’s performance of any service to a competing business will result in irreparable harm to the Company. Accordingly, until July 30, 2016, the Consultant agrees that the Consultant shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a “Competitive Business” (as defined below) in any locale of any country in which the Company conducts business. Nothing in this Section 8(b) shall prohibit the Consultant from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a Competitive Business, so long as the Consultant has no active participation in the business of such corporation. As used herein, the term “Competitive Business” shall mean any party which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder (other than being less than a 1% shareholder in a publicly traded company), officer, director, agent, employee, consultant, trustee, affiliate, or otherwise.

(c)

Non-solicitation; Noninterference. Until July 30, 2016, the Consultant agrees that the Consultant shall not, except in the furtherance of the Consultant’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (iii) interfere, or aid or induce any other

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(d)

Non-disparagement. The Consultant agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

(e)

Cooperation. In connection with any termination of the Consulting Period, the Consultant agrees to assist the Company, as reasonably requested by the Company, to facilitate a smooth transition of the Consultant’s job responsibilities to the Consultant’s successor. In addition, upon the receipt of reasonable notice from the Company (including outside counsel), the Consultant agrees that for the period ending July 30, 2016, the Consultant will respond and provide information with regard to matters in which the Consultant has knowledge as a result of the Consultant’s service with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Consultant’s service with the Company. The Consultant agrees to promptly inform the Company if the Consultant becomes aware of any lawsuit involving such claims that may be filed or threatened against the Company or its affiliates. The Consultant also agrees to promptly inform the Company (to the extent that the Consultant is legally permitted to do so) if the Consultant is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Consultant for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Consultant in complying with this Section 8(e).

(f)

Enforcement. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(g)	Remedies. The Consultant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Section 8 would be inadequate and, in recognition of this fact, the Consultant agrees that, in the event

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(h)	Forfeiture. In the event of a final judgment by a court of competent jurisdiction that the Consultant has breached any of the provisions of this Section 8, the Consultant shall forfeit the right to receive any further benefits under this Agreement.

9.

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without regard to the choice of law principles thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New Jersey or the United States District Court for the District of New Jersey and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Consultant’s service relationship with the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New Jersey, the court of the United States of America for the District of New Jersey, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New Jersey State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Consultant or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONSULTANT’S SERVICE RELATIONSHIP WITH THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE CONSULTANT’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Consultant’s or the Company’s address as provided in Section 11 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of New Jersey. Each party shall be responsible for its own legal fees incurred in connection with any dispute hereunder.

10.

Assignment. This Agreement is personal to each of the parties hereto. Except as provided in this Section 10, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any subsidiary or any successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to

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11.

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

12.

Severability. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

13.	Survival. The provisions of Sections 8 through 10 hereof shall survive any termination of the Consulting Period or this Agreement.

14.	Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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15.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Consultant and such officer or director as may be designated by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, supersedes any and all other agreements, verbal or otherwise, between the parties hereto concerning such subject matter, and no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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