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 DAC, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, 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 an Italian Opco 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”, the “Avis Italian VAT Lender” and the “Maggiore 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”, and HSBC France SA and Société Générale Capital Market Finance S.A. are the “Acceding Senior Noteholders”;

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

(14)	CARFIN FINANCE HOLDINGS DAC, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (“FleetCo Holdings”);

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(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”);

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

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

(19)	THE BANK OF NOVA SCOTIA and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “Issuer Hedge Counterparties”);

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

(21)	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, as amended and restated by a third master amendment and restatement agreement dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014, as amended by a fifth master amendment deed dated 17 December 2014, as amended and restated by a sixth master amendment and restatement deed dated 16 April 2015, a seventh master amendment and restatement deed dated 22 January 2016, an eighth master amendment and restatement deed dated 15 April 2016 and a ninth master amendment and restatement deed dated 16 May 2017 (the “Original Master Definitions Agreement”).

(B)	Certain of the Parties hereto entered into an Issuer Note Issuance Facility Agreement dated 5 March 2013 as amended by a second amendment agreement dated 15 April 2013 and as amended and restated by a third master amendment and restatement deed dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014 (the “Original Issuer Note Issuance Facility Agreement”).

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(C)

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 master amendment and restatement agreement dated 21 May 2014, a fourth master amendment and restatement deed dated 15 December 2014, a seventh master amendment and restatement deed dated 22 January 2016, an eight master amendment and restatement deed dated 15 April 2016 and a ninth master amendment and restatement deed dated 16 May 2017 (the “Original Framework Agreement”).

(D)

Certain of the Parties hereto entered into an Issuer Deed of Charge dated 5 March 2013, as amended by a ninth master amendment and restatement deed dated 16 May 2017. As security for the increase in the Total Senior Noteholder Commitments, the parties to the Issuer Deed of Charge together with the Acceeding Senior Noteholders have agreed to enter into a Supplemental Issuer Deed of Charge on or about the date hereof (the “Supplemental Issuer Deed of Charge”).

(E)	The Parties have agreed to amend and restate the Original Master Definitions Agreement and the Original Framework Agreement and to amend the Original Note Issuance Facility Agreement and the Original Cash Management 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” has the meaning given in Clause 7 (Amendment Date).

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

2	Amendment and Restatement of the Original Master Definitions Agreement

3	Amendment and Restatement of the Original Framework Agreement

4	Amendments to the Original Issuer Note Issuance Facility Agreement

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4.1	The Original Issuer Note Issuance Facility Agreement shall be amended as follows:

4.1.1	by deleting the second paragraph of clause 2.1 in its entirety and replacing it with the following:

4.1.2	by deleting clause 5.1.1 in its entirety and replacing it with the following:

4.1.3	by deleting clause 9.2 in its entirety and replacing it with the following:

4.1.4	by deleting clauses 21.1 and 21.2 in their entirety and replacing them with the following:

4.1.5	by deleting clauses 21.4(vii) and 21.4(viii) in their entirety and replacing them with the following:

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5	Amendments to the Original Cash Management Agreement

5.1	The Original Cash Management Agreement shall be amended as follows:

5.1.1	by deleting clause 4.1.1 in its entirety and replacing it with the following:

5.1.2	by deleting clauses 14.1 and 14.2 in their entirety and replacing them with the following:

6	Acknowledgement of Merger

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7	Amendment Date

7.1

Unless stated otherwise in this Deed, the Parties hereby agree that the amendments set out in Clause 2 (Amendment and Restatement of the Original Master Definitions Agreement), Clause 3 (Amendment and Restatement of the Original Framework Agreement), Clause 4 (Amendments to the Original Issuer Note Issuance Facility Agreement) and Clause 5 (Amendments to the Original Cash Management Agreement) shall be effective from and including the date (the “Amendment Date”) the Transaction Agent has received the following documents in form and substance satisfactory to the Transaction Agent:

7.1.1	a closing certificate dated the Amendment Date given by an authorised signatory of the Issuer, substantially in the form distributed to the Transaction Agent prior to signing this Deed, including confirmations that:

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

(ii)	the Issuer Repeating Representations being repeated are true and correct;

7.1.2	a legal opinion of Arthur Cox, legal advisers to the Parent in Ireland, as to the capacity and authority of Carfin Finance International DAC and Carfin Finance Holdings DAC;

7.1.3	a legal opinion of the internal counsel of Avis as to the capacity and authority of Avis Budget Car Rental, LLC;

7.1.4	a legal opinion of Clifford Chance LLP, legal advisers to the Parent in England, as to the capacity and authority of Avis Finance Company Limited and Avis Budget EMEA Limited;

7.1.5	a legal opinion of Clifford Chance LLP, legal advisers to the Parent in the Netherlands, as to the capacity and authority of Budget Autoverhuur B.V. and FinCar Fleet B.V;

7.1.6	a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Italy, as to the capacity and authority of Avis Budget Italia S.p.A and Avis Budget Italia S.p.A Fleet Co, S.A.p.A;

7.1.7	a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Spain, as to the capacity and authority of Avis Alquile un Coche, S.A. and FinCar Fleet V.C. Sucusal on España;

7.1.8	a legal opinion of Clifford Chance Deutschland LLP, legal advisers to the Parent in Germany, as to the capacity and authority of Avis Budget Autovermietung GmbH & Co. KG;

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7.1.9	a legal opinion of Clifford Chance LLP, legal advisers to the Parent in France, as to the capacity and authority of Avis Location de Voitures SAS and AB FleetCo;

7.1.10	a legal opinion of Clifford Chance Deutschland LLP, legal advisers to the Parent in Germany, as to the enforceability of the Transaction Documents;

7.1.11	a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to set-off and retention of title under German law;

7.1.12	a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to third party rights;

7.1.13	a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to tax (liquidation);

7.1.14	a legal opinion of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to tax;

7.1.15	a legal memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to the insolvency of German Opco;

7.1.16	a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to the Legal Services Act;

7.1.17	a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to Dutch Fleetco bankruptcy remoteness;

7.1.18	a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to licence requirements;

7.1.19	a legal opinion of Linklaters LLP, legal advisors to the Arranger in Germany;

7.1.20	a memorandum of Linklaters LLP, legal advisors to the Arranger in Italy, relating to insolvency law questions in relation to Italian Opco;

7.1.21	a legal opinion of Linklaters LLP, legal advisors to the Arranger in Italy;

7.1.22	the reliance letters and opinions listed at Schedule 4 (Reliance Letters and Opinions) addressed to each of HSBC France SA and Société Générale Capital Market Finance S.A. as Senior Noteholders;

7.1.23	an executed copy of the Supplemental Issuer Deed of Charge; and

7.1.24	an executed copy of an Issuer Security Power of Attorney, substantially in the form set out at schedule 1 (Form of Issuer Security Power of Attorney) to the Supplemental Issuer Deed of Charge,

7.1.25	to the extent that the Senior Notes are immediately before the Amendment Date ascribed a rating by one or more Rating Agencies that the Issuer has received Rating Agency Affirmation;

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7.1.26	in the case of an Acceding Senior Noteholder the Issuer has issued a Further Senior Note in accordance with clause 4 (Further Senior Notes Issues) of the Issuer Note Issuance Facility Agreement and provided a Restricted Note Certificate or an Unrestricted Note Certificate, as applicable, to the Acceding Senior Noteholder;

7.1.27	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;

7.1.28	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;

7.1.29	in the case of an Acceding Senior Noteholder that is a Conduit:

(i)	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

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

7.1.30

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 the Issuer Note Issuance Facility 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); and

7.1.31	in the case of an Acceding Senior Noteholder, it has entered into a Senior Noteholder Fee Letter specifying, among other things, its Senior Noteholder Commitment.

7.2

Notwithstanding anything to the contrary contained herein, if for any reason this Deed fails to be effective on the Amendment Date, this Deed shall terminate and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed prior to the date hereof. The Transaction Agent shall notify the other parties hereto of the occurrence of the Amendment Date.

8	Transaction Agent

8.1	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.

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

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9	Issuer Security Trustee and FleetCo Security Agent

9.1

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.

9.2

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.

10	Senior Noteholders Consent

11	Increase in Senior Noteholder Commitments and accession of new Senior Noteholders

11.1	Notwithstanding any provision of the Issuer Note Issuance Facility Agreement (in particular clauses 4.1, 5.1 and 21.4 therein), each of the Parties to this Deed that is also a party to the Issuer Note Issuance Facility Agreement hereby consents to:

11.1.1	the increase in Senior Noteholder Commitments as set out in the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed and as set out in the definition of “Total Senior Noteholder Commitments” in the Amended and Restated Master Definitions Agreement; and

11.1.2	the accession of the Acceding Senior Noteholders as new Senior Noteholders and the issuance of Further Senior Notes to each of them, as set out in, among other documents, the Senior Noteholder Accession Deeds and the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.

11.2	The Central Servicer hereby consents to the accession of the Acceding Senior Noteholders as new Senior Noteholders and the issuance of Further Senior Notes to each of them, as set out in, among other documents, the Senior Noteholder Accession Deeds and the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.

12	Senior Advance Drawdown Notice

12.1	Notwithstanding any provision of the Issuer Note Issuance Facility Agreement, no Senior Noteholder is obliged to pay, or procure the payment of, the subscription for the Further Senior

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12.2

The Issuer agrees to indemnify the Transaction Agent, the Issuer Security Trustee, the Issuer Cash Manager, the Registrar, each of the Senior Noteholders (including each of HSBC France SA and Société Générale Capital Market Finance S.A. as Senior Noteholders) and their respective Affiliates, directors, officers, employees and agents (each, an “Indemnified Party”) against any cost, loss or liability incurred by that Indemnified Party as a result of funding, or making arrangements to fund, its participation in a Senior Advance requested by the Issuer in the Senior Advance Drawdown Notice dated on or about the date of this Deed but not made by reason of the Amendment Date not occurring on 30 May 2018 due to the operation of Clause 7 (Amendment Date).

13	Transaction Documents

13.1	Save as expressly amended by this Deed, the Original Master Definitions 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.

14.2	Finco as the guarantor under the Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the 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 Finco Payment Guarantee.

15	Confirmation and acknowledgement of Security

15.1	The Parties hereby agree that the Security created pursuant to the Issuer Deed of Charge shall remain in full force and effect notwithstanding (i) the amendments to the Transaction Documents as set out in this Deed and (ii) the entry by the Parties into the Supplemental Issuer Deed of Charge.

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15.2	Each of the parties hereby acknowledges the Security Interests made or granted by the Issuer under the Supplemental Issuer Deed of Charge.

16	Illegality

17	Rights and Remedies

18	Counterparts

19	Incorporation of Common Terms

20	Third Party Rights

21	Governing Law and Jurisdiction

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(1)	CARFIN FINANCE INTERNATIONAL DAC, incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the "Issuer" and the "FCT Noteholder");

(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "Transaction Agent" and the "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 the Schedule (The Parties) including AVIS BUDGET ITALIA S.P.A. (as "VAT Sharing Italian Opco", in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

(6)	THE FLEETCOS listed in Part 2 of the Schedule (The Parties);

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

(8)	AVIS FINANCE COMPANY LIMITED ("Finco", the "Subordinated Lender", the "Central Servicer", the "Dutch VAT Lender", the "Avis Italian VAT Lender" and the "Maggiore 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 the Schedule (The Parties);

(11)	DEUTSCHE BANK AG, LONDON BRANCH (the "Issuer Cash Manager", 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" and, the "FleetCo Back-up Cash Manager");

(12)	THE SENIOR NOTEHOLDERS listed in Part 4 of the Schedule (The Parties) (the "Senior Noteholders");

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(13)	INTERTRUST FINANCE MANAGEMENT (IRELAND) LIMITED (the "Issuer Corporate Services Provider" and the "FleetCo Holdings Corporate Services Provider");

(14)	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");

(15)	FISERV AUTOMOTIVE SOLUTIONS, INC., a company duly incorporated under the laws of Delaware with registered number 2403201 (the "Liquidation Agent");

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

(17)	CACEIS BANK FRANCE, the "FCT Custodian");

(18)	FCT CARFIN (the "FCT") represented by EUROTITRISATION (the "FCT Management Company");

(19)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and THE BANK OF NOVA SCOTIA (the "Issuer Hedge Counterparties");

(20)	CARFIN FINANCE HOLDINGS DAC (the "FleetCo Holdings"); and

(21)	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"),

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1	Definitions and Interpretation

(i)

(a)	to the extent that the Senior Notes are rated by one or more Rating Agencies, a bank or financial institution approved by the Transaction Agent which has a rating for its long-term unsecured, unsubordinated, unguaranteed debt obligations from

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(b)	any Deutsche Bank entity or other bank or financial institution nominated by the Parent or Finco and approved by (i) the Transaction Agent and (ii) (if the Senior Notes are rated by one or more Rating Agencies) the relevant Rating Agency,

(ii)

a bank or financial institution which is a bank or financial institution authorised to accept deposits in (in relation to the Spanish Account Bank Agreement) Spain, (in relation to the German Account Bank Agreement) Germany, (in relation to the Italian Account Bank Agreement) Italy, (in relation to the Dutch Account Bank Agreement) The Netherlands, (in relation to the French Account Bank Agreement) France and (in relation to the Issuer Account Bank Agreement and in respect of the Issuer Accounts) the United Kingdom or Ireland.

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(i)	if the Interest Period End Date falls on or before:

(y)	if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such seventh day,

(ii)	if the Interest Period End Date does not fall within paragraph (i) above but does fall on or before:

A.	the fourteenth day; or

(x)	the Business Day immediately following such fourteenth day; or

(y)	if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such fourteenth day,

(iii)	if the Interest Period End Date does not fall within paragraphs (i) and (ii) above but does fall on or before:

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(x)	the Business Day immediately following such twenty-first day; or

(y)	if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such twenty-first day,

(iv)	if the Interest Period End Date does not fall within paragraphs (i), (ii) and (iii) above but does fall on or before:

A.	the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or

(y)	if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,

(v)	if the Interest Period End Date does not fall within paragraphs (i), (ii), (iii) and (iv) above but does fall after:

A.	the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or

(y)	if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,

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(i)	an amount equal to the sum of the product, with respect to each Credit Enhancement Asset of each Country, of:

(a)	the Asset Enhancement Value of such Credit Enhancement Asset on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date (as the case may be); and

(b)	the rate provided in the Credit Enhancement Matrix applicable to such Credit Enhancement Asset; and

(ii)	[REDACTED] per cent. of the Combined Eligible Country Asset Value.

(i)	if such Credit Enhancement Asset is a Vehicle, the Net Book Value of such Vehicle on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date (as applicable); and

(ii)	if such Credit Enhancement Asset is Credit Enhancement Investment Grade Receivables, Credit Enhancement Non-Investment Grade Receivables or VAT Receivables net of the VAT Payables Amount, the Eligible Receivables Amount of such Credit Enhancement Asset on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date.

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(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, any Italian Opco or French Opco and (2) the Spain Repayment Option, the Italy Repayment Option or the France Repayment Option is exercised within 30 days of such cessation, there shall not be any Avis Europe Event of Default;

(b)

the occurrence of an Avis Europe Change of Control, provided that, for the avoidance of doubt, if all outstanding Senior Advances as of the date of such occurrence (and all accrued but unpaid interest thereon) and all other amounts due to the Senior Noteholders and the other Issuer Secured Creditors (save for the Subordinated Lender) are repaid in full by the Issuer on or before such date, there shall not be an "Avis Europe Event of Default" under this paragraph (b);

(c)	the occurrence of a Parent Change of Control;

(d)	the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement, that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;

(e)	any Event of Default under paragraph (d) of the definition of "Event of Default" occurs where the Relevant Person is Avis Europe, its successor or replacement; and

(f)	failure by Avis Europe or its successor or replacement to comply with any of its payment obligations under the Avis Europe Payment Guarantee.

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(a)	the Net Book Value of the Vehicle Fleet of a FleetCo in each Country (save that, for the purposes of this definition, in calculating such Net Book Value, the Depreciation Percentage in respect of At Risk Assets shall not be less than [REDACTED] per cent.) as determined on such Calculation Date or such Intra-Month Cut-Off Date, as the case may be; and

(b)	plus the Assets in Progress Amount for such FleetCo.

(a)	the interest which a Senior Noteholder should have received for the period from the date of receipt of all or any part of its participation in a Senior Advance or Unpaid Sum to the

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(b)	the amount which that Senior Noteholder would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Senior Advance Interest Period.

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

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

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

(d)	any Italian Opco or Italian FleetCo, Milan; and

(e)	French Opco or French FleetCo, Paris.

(i)	in respect of Vehicles in Spain, Italy and France, all the provisions that are specified as imperative provisions in the Negotiation Guidelines and the following non-imperative provisions (as specified in the Negotiation Guidelines), being: (a) paragraph 6 (Repurchase Obligations unconditional) and (b) paragraph 7 (Termination);

(ii)	in respect of Vehicles in Germany, all the provisions that are specified in part A and part B of schedule 3 to the Master German Fleet Purchase Agreement; and

(iii)	in respect of Vehicles in The Netherlands, all the provisions that are specified in schedule 2 to the Master Dutch Fleet Purchase Agreement.

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(i)	the last day of such calendar month; and

(ii)	(in respect of a Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date) the Intra-Month Cut-Off Date.

(i)	in respect of Vehicles in Italy, Italian FleetCo;

(ii)	in respect of Vehicles in Germany, German Opco;

(iii)	in respect of Vehicles in Spain, Spanish Opco;

(iv)	in respect of Vehicles in The Netherlands, Dutch Opco; and

(v)	in respect of Vehicles in France, French FleetCo,

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(a)	in respect of an Issuer Hedging Agreement based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set-off (as defined in the 1992 ISDA Master Agreement);

(b)	in respect of an Issuer Hedging Agreement based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement; and

(c)	in respect of an Issuer Hedging Agreement not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Issuer Hedging Agreement pursuant to any provision of that Issuer Hedging Agreement which has a similar effect to either provision referenced in paragraph (a) and paragraph (b) above.

(i)	the aggregate of:

(a)	the Country Asset Value of Dutch FleetCo, Spanish Branch in Spain;

(b)	the Country Asset Value of Dutch FleetCo in Germany;

(c)	the Country Asset Value of Dutch FleetCo in The Netherlands;

(d)	the Country Asset Value of Italian FleetCo; and

(e)	the Country Asset Value of French FleetCo,

(ii)	the aggregate of, without double counting:

(a)	the Extraordinary Depreciation Amount;

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(b)	the Disposition Adjustment;

(c)	the Excess Concentration Amount; and

(d)	the aggregate of:

(x)	the Net Book Value of all Non-Eligible Vehicles of Dutch FleetCo in Spain, Germany and The Netherlands, Italian FleetCo in Italy and French FleetCo in France; and

(y)	the amount of the Non-Eligible Receivables of Dutch FleetCo in Spain, Germany and The Netherlands, Italian FleetCo in Italy and French FleetCo in France,

(a)	the purchase price for Vehicles;

(b)	the volume of Vehicles to be purchased;

(c)	the Vehicle types, model and mix and options;

(d)	the Vehicle drop points and return locations within the Relevant Jurisdictions;

(e)	any Credit Terms Given; and

(f)	any related commercial terms, provided that the application of such commercial terms do not breach the Negotiation Guidelines.

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(a)	the percentage of the Eligible Vehicles in all Countries which are At Risk Assets not exceeding [REDACTED] per cent.,

(i)	the percentage of Eligible Vehicles in all Countries which are purchased from [REDACTED] not exceeding:

(a)

(x)	if the Vehicle Manufacturer Group Rating Entity of [REDACTED] has a Relevant DBRS Rating of "A(L)" or above by DBRS; or

(y)	if the Vehicle Manufacturer Group Rating Entity of [REDACTED] does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of "A(L)" or above,

(x)	if the Vehicle Manufacturer Group Rating Entity of [REDACTED] has a Relevant DBRS Rating of below "A(L)" by DBRS; or

(y)	if the Vehicle Manufacturer Group Rating Entity of [REDCATED] does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of below "A(L)",

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A.	the percentage of Eligible Vehicles in all Countries that are sub-leased to Affiliates of the Avis Europe Group, licencees or sub-licensees not exceeding [REDACTED] per cent. (such Vehicles, the "Relevant Vehicles"); and

B.	the percentage of Eligible Vehicles in all Countries that are Relevant Vehicles and sub-leased to Affiliates of the Avis Europe Group located in a jurisdiction other than the Relevant Jurisdiction of the Lessee not exceeding [REDACTED] per cent., provided further that such other jurisdiction is France, Germany, Italy, Spain, Austria, Belgium, The Netherlands or Luxembourg;

C.	the percentage of Eligible Vehicles in all Countries that are Service Vehicles not exceeding [REDACTED] per cent.; and

D.	the percentage of Eligible Vehicles in all Countries that are Light Duty Trucks not exceeding [REDACTED] per cent.,

(a)	any Avis Obligor or any of its advisers; or

(b)	another Issuer Secured Creditor or FleetCo Secured Creditor, if the information was obtained by that Secured Creditor or indirectly from any Avis Obligor,

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(i)	is or becomes public information other than as a direct or indirect result of any breach by that Issuer Secured Creditor or FleetCo Secured Creditor of clause 12 (Confidentiality) of the Framework Agreement;

(ii)	is identified in writing at the time of delivery as non-confidential by any Avis Obligor or any of its advisers; or

(iii)

is known by that Issuer Secured Creditor or FleetCo Secured Creditor before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) after that date, from a source which is, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, unconnected with the Avis Obligors and which, in either case, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

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(a)	Spain (in respect of Dutch FleetCo's Vehicle Fleet purchased in Spain);

(b)	Germany (in respect of Dutch FleetCo's Vehicle Fleet purchased from German Opco);

(c)	The Netherlands (in respect of Dutch FleetCo's Vehicle Fleet purchased from Dutch Opco);

(d)	Italy (in respect of Italian FleetCo); and

(e)	France (in respect of French FleetCo).

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(a)	the Borrower Vehicle Fleet NBV of the Vehicle Fleet delivered to the relevant FleetCo in such Country;

(b)	the amount of the Vehicle Manufacturer Receivables and Vehicle Dealer Receivables payable to the relevant FleetCo in such Country;

(c)	FleetCo Excess Cash Amount in such Country; and

(d)	in respect of Spain and France, the VAT Receivables payable to Dutch FleetCo, Spanish Branch and French FleetCo, respectively,

(a)	the Fleet Payables Amount of the relevant FleetCo in such Country;

(b)	the amount of the Invoices to be Received in such Country; and

(c)	in respect of Spain and France, the VAT Payables Amount of Dutch FleetCo, Spanish Branch and French FleetCo, respectively.

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(a)	the Asset Enhancement Amount; and

(b)	the Issuer Reserve Required Amount.

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(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 Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date,

(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;

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(a)	if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of such date, then the median of the Corresponding DBRS Ratings for such Person as of such date;

(b)	if such Person has Equivalent Rating Agency Ratings from only two of the Equivalent Rating Agencies as of such date, then the lower Corresponding DBRS Rating for such Person as of such date; and

(c)	if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies as of such date, then the Corresponding DBRS Rating for such Person as of such date.

(a)

which is a Programme Vehicle, the monthly depreciation percentage set forth in the applicable Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement (if any) in respect of such Vehicle or, in the absence of such a depreciation percentage in such Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement, a monthly depreciation percentage calculated in accordance with GAAP consistently applied, taking into account the estimated holding period and the Vehicle Manufacturer Repurchase Price of such Vehicle; and

(b)	which is a Non-Programme Vehicle, a monthly depreciation percentage calculated in accordance with GAAP consistently applied,

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(a)	the product of:

(i)	the Disposition Adjustment Percentage in Spain; and

(b)	the product of:

(i)	the Disposition Adjustment Percentage in Germany; and

(ii)	the Net Book Value of At Risk Assets of Dutch FleetCo in Germany;

(c)	the product of:

(i)	the Disposition Adjustment Percentage in The Netherlands; and

(ii)	the Net Book Value of At Risk Assets of Dutch FleetCo in The Netherlands;

(d)	the product of:

(i)	the Disposition Adjustment Percentage in Italy; and

(ii)	the Net Book Value of At Risk Assets of Italian FleetCo in Italy; and

(e)	the product of:

(i)	the Disposition Adjustment Percentage in France; and

(ii)	the Net Book Value of At Risk Assets of French FleetCo in France.

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(i)	the Dutch FleetCo Dutch Transaction Account;

(ii)	the Dutch FleetCo Dutch Reserve Account (if any); and

(iii)	any Additional Accounts opened and maintained in accordance with the Dutch Account Bank Agreement.

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(i)	(subject to Clause 2.1(xxxvi) hereof) the Dutch FleetCo Share Pledge;

(ii)	(subject to Clauses 2.1(xxxiv) and (xxxv) hereof) the Dutch FleetCo Deed of Charge;

(iii)	the Dutch FleetCo Dutch Deed of Pledge of Receivables;

(iv)	the Dutch FleetCo Dutch Bank Account Pledge; and

(v)	the Dutch FleetCo Dutch Right of Pledge.

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(i)	the Dutch FleetCo German Transaction Account;

(ii)	the VAT Component and Charge Costs Component Trust Account; and

(iii)	the Dutch FleetCo German Reserve Account.

(a)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

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(ii)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

(a)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(ii)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

(a)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(ii)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement; and

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

(i)	the management agreement entered into by Dutch FleetCo with J.J. van Ginkel, B.W. de Sonnaville and Vistra B.V. and dated 22 June 2012 as amended and restated on 5 March 2013 in respect of the provision of corporate administration services of Dutch FleetCo by

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(ii)

the management agreement entered into by Dutch FleetCo with P.D. Haverkamp and M. Hut and Intertrust (Netherlands) B.V. and dated 22 June 2012 as amended and restated on the Dutch Accession Date in respect of the provision of corporate administration services of Dutch FleetCo by Intertrust (Netherlands) B.V. as amended on 21 January 2015 in respect of the replacement of M. Hut with R. Posthumus and as most recently amended with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren;

(iii)

the letter of undertaking entered into, amongst others, by Vistra B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date as amended and restated with effect as of 31 December 2015 in respect of the replacement of J.J. van Ginkel with Y. Theuns as amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo and as most recently amended and restated with effect as of the date of the deed of amendment and transfer entered into between Stichting Holding 2 Fincar Fleet, Stichting Vistra Beheer, Vistra Executives B.V. and Credit Agricole Corporate and Investment Bank in respect of among other things, the accession of Vistra Executives B.V. to, and the release of Stichting Vistra Beheer from its obligations under the letter of undertaking; and

(iv)	the letter of undertaking entered into, amongst others, by Intertrust (Netherlands) B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date and as amended on 21 January 2015 in respect of the replacement of M. Hut with M. Posthumus and as most recently amended and restated with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren.

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(i)	the Dutch FleetCo Spanish Transaction Account; and

(ii)	the Dutch FleetCo Spanish Reserve Account (if any).

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(i)	the FleetCo Dutch Security Documents;

(ii)	(subject to clause 2.1(xxxvi) hereof) the Dutch FleetCo Management Documents;

(iii)	the Master German Fleet Purchase Agreement (to the extent expressed to be governed by Dutch law);

(iv)	the Master German Fleet Lease Agreement; and

(v)	any other Transaction Document expressed to be governed by Dutch law, relating to Dutch FleetCo's Vehicle Fleet in Germany and approved by the FleetCo Security Agent and the Transaction Agent and designated by them as a Dutch Transaction Document which, for the avoidance of doubt shall not include any Dutch Transaction Dutch Documents.

(i)	the Dutch FleetCo Dutch Security Documents;

(ii)	(subject to clause 2.1 (xxxvi) hereof) the Dutch FleetCo Management Documents;

(iii)	the Dutch Account Bank Agreement;

(iv)	the Dutch Account Mandate;

(v)	the Master Dutch Fleet Purchase Agreement;

(vi)	the Master Dutch Fleet Lease Agreement; and

(vii)	any other Transaction Document expressed to be governed by Dutch law, relating to Dutch FleetCo's Vehicle Fleet in The Netherlands and approved by the FleetCo Security Agent and the Transaction Agent and designated by them as a Dutch Transaction Dutch Document, which, for the avoidance of doubt, shall not include any Dutch Transaction Documents.

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(i)	if the outstanding Senior Notes are rated and continue to be rated by any Rating Agency:

(a)	having (at the time of entry into of the relevant Issuer Hedging Agreement) a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating required by such Rating Agency; and

(b)	complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating (from a Rating Agency rating the Senior Notes) of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A2" from Moody's or such other rating as would not have an adverse impact on the rating of the Senior Notes; or

(ii)	if the outstanding Senior Notes are not rated by a Rating Agency, complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A2" from Moody's.

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(i)	satisfactory to the Parent and the Transaction Agent;

(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

(iii)	that is a commercial bank having total assets in excess of €500,000,000.

(i)	its Vehicle Manufacturer Receivables of Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) (other than its Excluded Vehicle Manufacturer Receivables) in respect of Investment Grade Vehicle Manufacturers;

(ii)

its (A) Vehicle Dealer Receivables in Germany, France or The Netherlands or (B) its Vehicle Manufacturer Receivables in Germany, The Netherlands or France (other than its Excluded Vehicle Manufacturer Receivables) in respect of Non-Investment Grade Vehicle Manufacturers, in each case, to the extent that Dutch FleetCo has the benefit of retention of title provisions relating to the relevant Vehicles at the relevant time; or

(iii)	its VAT Receivables in Spain and France,

(i)	are not more than 90 days overdue and are evidenced by invoices in electronic or paper form;

(ii)

if owed by a legal entity or by an individual that is organised or resident in a country other than a European Union member country or the country in which such FleetCo or the relevant Related Opco (as the case may be) is organised, the Transaction Agent has been provided with legal opinions satisfactory to it (acting reasonably) confirming that, subject to customary reservations and assumptions, such receivables are enforceable against the entity or individual that owes them;

(iii)	are not owed by a sovereign debtor to the extent that the nature of such debtor materially and adversely prejudices the ability to obtain an effective legal assignment of such receivables;

(iv)	are not owed by a debtor known by any FleetCo, any Opco or Finco to be subject to bankruptcy or insolvency proceedings; and

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(v)	can be freely and validly transferred (subject to any limitation or third party consent provided in the underlying contracts) (or are the subject of a security interest granted under the relevant Security Document in any jurisdiction).

(a)	that is subject to a Vehicle Manufacturer Purchase Agreement or Vehicle Dealer Purchase Agreement;

(b)

that either: (i) benefits from the buy-back commitment of a Vehicle Dealer or a Vehicle Manufacturer pursuant to a Vehicle Dealer Buy-Back Agreement or a Vehicle Manufacturer Buy-Back Agreement, respectively; or (ii) if it does not benefit, or no longer benefits, from such buy-back commitment, is classified or reclassified as a Non-Programme Vehicle in accordance with the terms of the relevant Master Lease Agreement;

(c)	the certificate of title and/or registration (as applicable and if required) for which is in the name of a FleetCo; and

(d)

that is owned by (in respect of a Vehicle in Spain, Germany or The Netherlands) Dutch FleetCo or (in respect of a Vehicle in Italy) Italian FleetCo or (in respect of a Vehicle in France) French FleetCo, free and clear of all liens (other than a retention of title in favour of the corresponding Vehicle Manufacturer or Vehicle Dealer (as applicable) and other than pursuant to the relevant FleetCo Security Document);

(i)	such vehicle is no more than (A) thirty-six (36) months old in the case of Vehicles other than Vans, Light Trucks or Service Vehicles or (B) sixty (60) months old in the case of Vans, Service Vehicles and Light Trucks, in each case, after the date of registration with the relevant authorities of such Vehicle; and

(ii)	Vehicles purchased by German Opco from Vehicle Manufacturers under Vehicle Buy Back Agreements which oblige German Opco to resell the relevant Vehicles to the relevant Vehicle Manufacturers shall not be Eligible Vehicles unless binding tax rulings have been obtained by German Opco and Dutch FleetCo from the relevant German Tax Authorities satisfactory to the Transaction Agent.

(a)	in relation to any Liabilities of the Issuer and/or a FleetCo (as applicable):

(i)	(in respect of the Issuer) the acceleration of any Liabilities of the Issuer or the making of any declaration that any Liabilities of the Issuer are prematurely due

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(ii)	the making of any declaration that any Liabilities are payable on demand;

(iii)	the making of a demand in relation to a Liability that is payable on demand;

(iv)	the making of any demand against any of the Parent, Finco or Avis Europe in relation to the Parent Performance Guarantee, the Finco Payment Guarantee or the Avis Europe Payment Guarantee, respectively;

(v)	save to the extent permitted in accordance with clause 6 (Country Repayment Option) of the Framework Agreement, the exercise of any right to require any of the Avis Obligors, FleetCos or the Issuer to acquire any Liability (including exercising any put or call option against any such person for the redemption or purchase of any Liability);

(vi)	the exercise of any right of set-off, account combination or payment netting against any of the Avis Obligors, FleetCos or the Issuer in respect of any Liabilities other than the exercise of any such right:

A.	as Close-Out Netting by an Issuer Hedge Counterparty;

B.	as Payment Netting by an Issuer Hedge Counterparty; or

C.	which is otherwise expressly permitted under the Issuer Transaction Documents or FleetCo Transaction Documents to the extent that the exercise of that right gives effect to a payment that is permitted under the Framework Agreement; and

(vii)	the suing for, commencing of or joining of any legal or arbitration proceedings against any of the Avis Obligors, FleetCos or the Issuer (as applicable) to recover any Liabilities;

(b)	the premature termination or close-out of any hedging transaction under any Issuer Hedging Agreement save as permitted under such Issuer Hedging Agreement;

(c)	the taking of any steps to enforce or require the enforcement of any Issuer Security by the Issuer Security Trustee (including the crystallisation of any floating charge forming part of the Issuer Security) or FleetCo Security by the FleetCo Security Agent (including the crystallisation of any floating charge forming part of the FleetCo Security);

(d)	the entering into of any composition, compromise, assignment or arrangement with any of the Avis Obligors, FleetCos or the Issuer (as applicable) which owes any Liabilities, or

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(e)

the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator, examiner or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any of FleetCos or the Issuer (as applicable) which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such person's assets or any suspension of payments or moratorium of any indebtedness of such person, or any analogous procedure or step in any jurisdiction,

(i)

the taking of any action falling within paragraph (a)(vii) or (e) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods;

(ii)	an Issuer Secured Creditor or a FleetCo Secured Creditor bringing legal proceedings against any person solely for the purpose of:

A.	obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Transaction Document to which it is party;

B.	obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages; or

C.	requesting judicial interpretation of any provision of any Transaction Document to which it is party with no claim for damages; or

(iii)	the taking of the action in paragraph (a)(iii) or paragraph (a)(iv) prior to the delivery of an Enforcement Notice.

(a)	in respect of an Issuer Event of Default, the Issuer Enforcement Notice; and

(b)	in respect of a FleetCo Event of Default, the FleetCo Enforcement Notice.

(i)	the Framework Agreement;

(ii)	this Agreement;

(iii)	the Funds Flow Agreement;

(iv)	the Tax Deed of Covenant;

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(v)	the Issuer Note Issuance Facility Agreement;

(vi)	the Issuer Subordinated Facility Agreement;

(vii)	the Issuer Cash Management Agreement;

(viii)	the Issuer Account Bank Agreement;

(ix)	the Issuer Hedging Agreements;

(x)	the FleetCo Spanish Facility Agreement;

(xi)	the FleetCo German Facility Agreement;

(xii)	the FleetCo Dutch Facility Agreement;

(xiii)	the Central Servicing Agreement;

(xiv)	the FleetCo Back-up Cash Management Agreement;

(xv)	the Avis Europe Payment Guarantee;

(xvi)	the Finco Payment Guarantee;

(xvii)	the Parent Performance Guarantee;

(xviii)	the Issuer Security Documents;

(xix)	each FleetCo Deed of Charge;

(xx)	the Liquidation Agency Agreement;

(xxi)	each Issuer Security Power of Attorney;

(xxii)	the Issuer Spain TRO Declaration of Trust;

(xxiii)	the Fee Letters;

(xxiv)	the Lessor Power of Attorney;

(xxv)	each FleetCo Security Power of Attorney;

(xxvi)	the VFN Funding Agreement; and

(xxvii)	any other Transaction Documents expressed to be governed by English law and approved by the Transaction Agent.

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(a)	the applicable Screen Rate; or

(b)	(if no Screen Rate is available for the Senior Advance Interest Period of that Senior Advance Loan) the Reference Bank Rate,

(a)	the Relevant Person fails to make any payment payable by it under any Transaction Document when due in the currency and in the manner specified in the relevant Transaction Document except:

(i)	technical failure:

(a)

in the case of Dutch FleetCo, Spanish Branch, Spanish Opco, any Italian Opco, French Opco, Italian FleetCo, French FleetCo and the FCT, where such failure is due to technical reasons and such default is remedied by Spanish Opco, the relevant Italian Opco, French Opco, French FleetCo, the FCT or Italian FleetCo (as applicable) or (in respect of Spanish Opco) the Spain Repayment Option, (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or, (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 5 Business Days of the occurrence of such failure; and

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(ii)

voluntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo, the FCT and Italian FleetCo, where such failure has occurred while a Voluntary Insolvency Event is continuing in respect of such Opco or such FleetCo and such default is remedied within 2 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 2 Business Days of such failure;

(iii)

involuntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo or the FCT and Italian FleetCo, where such failure has occurred while an Involuntary Insolvency Event is continuing in respect of such Opco or Italian FleetCo and such default is remedied within 10 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 10 Business Days of such failure;

(iv)	other non-payment:

(a)	in the case of any Relevant Person, where such default is remedied within 5 Business Days;

(b)	interest payments:

A.

in the case of Dutch FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under (I) the FleetCo Spanish Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Spanish Opco or the Central Servicer to Dutch FleetCo; (II) the FleetCo German Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by German Opco or the Central Servicer to Dutch FleetCo; (III) the FleetCo Dutch Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Dutch Opco or the Central Servicer to Dutch FleetCo;

B.	in the case of Italian FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and such default is remedied or the Italy

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C.	in the case of French FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French Opco to French FleetCo;

D.	in the case of the FCT, where such failure relates to payment of interest payable by it under a VFN Advance under the VFN Funding Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French FleetCo to the FCT; or

E.	in the case of the Issuer where such failure relates to payment of interest payable under a Senior Advance and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Italian FleetCo, the FCT or Dutch FleetCo (as applicable) to the Issuer; or

A.

in the case of Dutch FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Spanish Facility Agreement, the FleetCo German Facility Agreement or the FleetCo Dutch Facility Agreement, and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";

B.	in the case of Italian FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";

C.	in the case of French FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";

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D.	in the case of the FCT, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a VFN Advance under the VFN Funding Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default"; or

E.	in the case of the Issuer, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable under a Senior Advance and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";

(b)	any representation or warranty made by the Relevant Person pursuant to any Transaction Document or in any notice or other document, certificate or statement delivered by it pursuant hereto or in connection herewith is or proves to have been incorrect or misleading in any material respect when made and:

(i)

in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such breach is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French FleetCo, French Opco and the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and

(ii)	in the case of the Issuer, Dutch FleetCo, Central Servicer, Dutch Opco and German Opco, such breach is not remedied within 20 Business Days, provided that such breach of representation or warranty is capable of being remedied;

(c)	the Relevant Person fails duly to perform or comply with any of its material obligations under any of the Transaction Documents to which it is a party (other than those referred to in paragraphs (a) and (b) above and paragraph (h) and paragraph (i) below) and:

(i)

in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such failure to perform or comply is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and

(ii)	in the case of the Issuer, Dutch FleetCo, the Central Servicer, Dutch Opco and German Opco, such failure to perform or comply is not remedied within 20 Business Days, provided that such failure is capable of being remedied;

(d)

an Insolvency Event occurs in respect of the Relevant Person (except the FCT) and, in the case of any Italian Opco, Spanish Opco, French Opco and Dutch Opco, Italian FleetCo, French FleetCo and Dutch FleetCo, such Insolvency Event is continuing and (in respect of Spanish Opco) the Spain Repayment Option and (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option and (in respect of French Opco, French

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(e)

at any time: (1) it is or becomes unlawful or contrary to law or regulation in any applicable jurisdiction for the Relevant Person to perform or comply with any or all of its obligations under the Relevant Transaction Documents; (2) any of the obligations of the Relevant Person under the Relevant Transaction Documents are not or cease to be legal, valid and binding; or (3) any of the terms of the Relevant Transaction Documents or any part thereof are not or cease to be in full force and effect or enforceable in accordance with its terms or any party to such Transaction Documents shall so assert in writing;

(f)	the Security purported to be granted to the Issuer Security Trustee or FleetCo Security Agent under the Security Documents is not binding on or enforceable against the Issuer or the relevant FleetCo or effective to create the Security with the priority intended to be created by it except if:

(i)	in the case of Security purported to be granted by Dutch FleetCo and where the relevant Security Document is expressed to be governed by Spanish law, such Default is remedied or the Spain Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default;

(ii)	in the case of Security purported to be granted by Italian FleetCo and where the relevant Security Document is expressed to be governed by Italian law, such Default is remedied or the Italy Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default; and

(iii)	in the case of security purported to be granted by French FleetCo and where the relevant Security Document is expressed to be governed by French law, such Default is remedied or the France Repayment Option is exercised in each case, within 10 Business Days from the date of occurrence or such Default;

(g)	any event or circumstance occurs which would have a Material Adverse Effect on:

(i)	Dutch FleetCo;

(ii)	French FleetCo;

(iii)	the FCT, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the France Repayment Option is exercised within 10 Business Days from the date of its occurrence;

(iv)	Italian FleetCo, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the Italy Repayment Option is exercised within 10 Business Days from the date of its occurrence; and

(v)	the Issuer;

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(h)	breach of the Issuer Borrowing Base Test and the Country Asset Value Test:

(i)	a breach of the Country Asset Value Test in respect of Spain and such breach continues for a period of at least 5 Business Days or the Spain Repayment Option is not exercised within 5 Business Days from the date of such breach;

(ii)	in the case of Dutch FleetCo, a breach of the Country Asset Value Test in respect of Germany or The Netherlands and such breach continues for a period of at least 5 Business Days from the date of such breach;

(iii)	in the case of French FleetCo, a breach of the Country Asset Value Test in respect of France and such breach continues for a period of at least 5 Business Days or the France Repayment Option is not exercised within 5 Business Days from the date of such breach;

(iv)	in the case of Italian FleetCo, a breach of the Country Asset Value Test in respect of Italy and such breach continues for a period of at least 5 Business Days or the Italy Repayment Option is not exercised within 5 Business Days from the date of such breach; and

(v)	in the case of the Issuer, a breach of the Issuer Borrowing Base Test and such breach continues for a period of at least 5 Business Days from the date of such breach; and

(i)	the amount of the Issuer Reserves is less than the Issuer Reserve Required Amount and such shortfall continues for a period of at least 3 Business Days.

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(a)

which constitutes any rebates (if any) and any bonus (if any) for the purchase of such Vehicle, provided that neither such rebates nor bonus constitute the Capitalised Cost of any Vehicle or constitute any no-return bonus if such amount is taken into account for the purposes of clause 30.1 of the Master Dutch Fleet Lease Agreement and of each Italian Master Lease Agreement and of clause 31.1 of each of the French Master Lease Agreement and the Spanish Master Lease Agreement;

(b)	in reimbursement for repair work performed on such Vehicle by the Lessee (at its own cost), where such work is covered by warranty;

(c)	in relation to insurance proceeds paid in respect of a Vehicle which has been purchased by Opco from FleetCo (including, without limitation, a Casualty);

(d)	in respect of a Vehicle which is owned by Opco;

(e)	in error to FleetCo to which FleetCo is not contractually entitled;

(f)	in respect of a Dutch VAT Refund or a Maggiore Italian VAT Refund;

(g)

to Spanish Opco in reimbursement of the Tax on Motor Vehicle (as defined in the Spanish Servicing Agreement) and in relation to Tax on Certain Means of Transport (TMT), in each case, re-invoiced by Dutch FleetCo, Spanish Branch to the relevant Vehicle Manufacturer and paid by the relevant Vehicle Manufacturer to Dutch FleetCo, Spanish Branch (provided that Spanish Opco has paid such Tax on Motor Vehicle or, as the case may be, such Tax on Certain Means of Transport to the relevant Tax authorities); and

(h)	in relation to (x) any VAT Amount, (y) any Third Party Purchase Price VAT Amount and (z) the positive difference between amount of Vehicle Manufacturer Repurchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement.

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(i)	which have been damaged (other than as a result of ordinary wear and tear), any additional extraordinary depreciation related to such damage;

(ii)	which have been stolen or which have not been returned by the relevant customers, any provision or any additional extraordinary depreciation related to such Vehicles; and

(iii)	in respect of any Vehicle, any provision or any additional extraordinary depreciation reflecting the expected loss or decrease in the Net Book Value of such Vehicles.

(a)	sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)	any agreement pursuant to the implementation of paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)	in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 January 2014;

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(b)	in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c)	in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above, 1 January 2017,

(a)	all amounts standing to the credit of the FCT Account (excluding the amounts which are proceeds of any VFN Advance made to the FCT); and

(b)	all amounts received by the FCT, including from French FleetCo under the FleetCo French Facility Agreement.

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(a)	the FCT Regulations;

(b)	the FCT Transfer and Servicing Agreement; and

(c)	the FCT Registrar Agreement.

(a)	any money borrowed (including any overdraft);

(b)	any amount raised pursuant to any note purchase facility or the issue of debenture, bond, note or loan stock or any similar instrument;

(c)	any amount raised by acceptance under any acceptance credit facility or any dematerialised equivalent;

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(d)	any receivable sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(e)

the purchase price of any asset or service to the extent payable by the Issuer or a FleetCo, (as applicable) after the time of sale or delivery to such person, where the deferred payment is arranged as a method of raising finance (other than, in respect of a FleetCo or the Issuer, any deferred payment or grace period granted by a Vehicle Manufacturer or Vehicle Dealer in relation to the acquisition of the Vehicles);

(f)	the sale price of any asset or service to the extent paid to the Issuer, a FleetCo, (as applicable) before the time of sale or delivery by the Issuer, a FleetCo, (as applicable) liable to effect that sale or delivery, where the advance payment is primarily arranged as a method of raising finance;

(g)	any lease, hire purchase agreement, credit sale or conditional sale agreement in each case which would be treated as financial liabilities in accordance with Applicable Accounting Principles;

(h)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any currency, rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(i)	shares which are expressed to be redeemable;

(j)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(k)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(l)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above.

(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 any

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(b)

the occurrence of an Avis Europe Change of Control, provided that, for the avoidance of doubt, if all outstanding Senior Advances as of the date of such occurrence (and all accrued but unpaid interest thereon) and all other amounts due to the Senior Noteholders and the other Issuer Secured Creditors (save for the Subordinated Lender) are repaid in full by the Issuer on or before such date, there shall not be a "Finco Guarantor Event of Default" under this paragraph (b);

(c)	the occurrence of a Parent Change of Control;

(d)	the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;

(e)	any Event of Default under paragraph (d) of the definition of "Event of Default" occurs where the Relevant Person is Finco, its successor or replacement; and

(f)	failure by Finco or its successor or replacement to comply with any of its payment obligations under the Finco Payment Guarantee.

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(i)	the first (and, if applicable, only) period commencing from (and including) the FleetCo Advance Drawdown Date of such FleetCo Advance up to the earlier of (a) the relevant FleetCo Advance Repayment Date or (b) the date falling on (but excluding) the next Settlement Date; and

(ii)	any subsequent period commencing from (and including) such Settlement Date in paragraph (i)(b) above to (but excluding) the relevant FleetCo Advance Repayment Date.

(a)	the rental income received from the relevant Opco under the Master Lease Agreement(s) to which it is a party;

(i)

(in respect of the Vehicle Fleet in Spain, Italy, France and The Netherlands) sale proceeds received from Vehicle Manufacturers and/or Vehicle Dealers (in the case of Programme Vehicles) as well as Vehicle Dealers and other third parties (in the case of Non-Programme Vehicles) in relation to the vehicles which Dutch FleetCo, Spanish Branch, Italian FleetCo, French FleetCo or Dutch FleetCo (as applicable) sells along with any non-return bonus paid to the relevant FleetCo and included in the purchase price consideration referred to in clause 30.1 of the Master Dutch Fleet Lease Agreement and each Italian Master Lease Agreement and clause 31.1 of the Spanish Master Lease Agreement and the French Master Lease Agreement; and

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(ii)

(in respect of the Vehicle Fleet in Germany) sale proceeds received from Vehicle Manufacturers and/or Vehicle Dealers (in the case of Programme Vehicles) as well as Vehicle Dealers and other third parties (in the case of Non-Programme Vehicles) in relation to the vehicles which German Opco sells, excluding (x) the VAT Amount, (y) the Third Party Purchase Price VAT Amount and (z) the positive difference between amount of Vehicle Manufacturer Repurchase Price (excluding VAT) or the Third Party Purchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price or the Third Party Purchase Price (excluding VAT) is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement;

(c)	in relation to:

(i)	Dutch FleetCo, Spanish Branch receipts of VAT Receivables;

(ii)	Italian FleetCo, any amount of VAT received by it (or to which it is entitled under the Italian VAT Sharing Agreement) which is not used by Italian FleetCo to (A) repay a VAT Loan Advance pursuant to clause 8.1.2(i) of any Italian VAT Loan Agreement or (B) pay Avis Italian Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement; and

(iii)	French FleetCo receipts of VAT Receivables; and

(d)

other cash standing to the credit of (in respect of Germany) the Dutch FleetCo German Transaction Account, (in respect of Spain) the Dutch FleetCo Spanish Transaction Account, (in respect of The Netherlands) the Dutch FleetCo Dutch Transaction Account, (in respect of France) the French FleetCo Transaction Account and (in respect of Italy) the Italian FleetCo Transaction Account and the Italian Dedicated Financing Account, in each case, from time to time, excluding:

(i)	the proceeds of any FleetCo Advance made to the relevant FleetCo under the relevant FleetCo Facility Agreement;

(ii)	an amount equal to the Excluded Payments in any such bank account); and

(iii)	excluding the amounts in the provisioned items ledger of the relevant FleetCo in each Country,

A.	prior to the occurrence of a Rapid Amortisation Event, funds standing to the credit of the relevant FleetCo Reserve Account would not form part of the FleetCo Available Funds; and

B.

the proceeds set out in (b)(i) above and the moneys standing to the credit of the Italian Dedicated Financing Account shall be used exclusively by Italian FleetCo (i) in or towards payment of interest and/or repayment of principal due in respect of the FleetCo Italian Facility Agreement in accordance with items (h) and (i) of the Italian FleetCo Pre-Enforcement Priority of Payments and items (g) and (h) of the Italian FleetCo Post-Enforcement Priority of Payments, and (ii) in respect of payments to be made or provided

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(i)	the Spanish FleetCo Deed of Charge;

(ii)	the German FleetCo Deed of Charge;

(iii)	the Italian FleetCo Deed of Charge;

(iv)	the Dutch FleetCo Deed of Charge; or

(v)	the French FleetCo Deed of Charge (as applicable).

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(a)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(ii)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(iv)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and

(v)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,

(ii)	(subject to clause 2.1 (xxxiv) and (xxxvi) hereof) English Transaction Document to which Dutch FleetCo is a party,

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(i)	(subject to clause 2.1 (xxxvi) hereof) the Dutch FleetCo Share Pledge;

(ii)	the Dutch Receivables Pledge; and

(iii)	the Dutch FleetCo German VAT Pledge.

(a)	in respect of Italian FleetCo in relation to the Maggiore Vehicles, the amount of all:

(i)	the VAT Loan Advances made to Italian FleetCo under the Maggiore Italian VAT Loan Agreement;

(ii)	the VAT payments received by Italian FleetCo from a sale or disposal of any Maggiore Vehicle and the VAT payments received by Italian FleetCo from the lease of any Maggiore Vehicle by Italian FleetCo to Maggiore Italian OpCo; and

(iii)	the Maggiore Italian VAT Refunds.

(b)	in respect of Italian FleetCo in relation to its vehicle fleet other than the Maggiore Vehicles, the amount of all:

(i)	the VAT Loan Advances made to Italian FleetCo under the Avis Italian VAT Loan Agreement; and

(ii)	the VAT payments received by Italian FleetCo from the sale or disposal of Vehicles by Italian FleetCo and the VAT payments received by Italian FleetCo from the lease of Vehicles by Italian FleetCo to Avis Italian Opco which Italian FleetCo is required to pay to Avis Italian Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement;

(c)	in respect of Dutch FleetCo in relation to its Vehicle Fleet in The Netherlands, the amount of all:

(i)	the VAT Loan Advances made to Dutch FleetCo;

(ii)	the VAT payments received by Dutch FleetCo from the sale or disposal of Vehicles by Dutch FleetCo and the VAT payments received by Dutch FleetCo from the lease of Vehicles by Dutch FleetCo to Dutch Opco; and

(iii)	the Dutch VAT Refunds;

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(d)	in respect of Dutch FleetCo in relation to its Vehicle Fleet in Germany, the amounts received by Dutch FleetCo from the Vehicle Manufacturers and Vehicle Dealers representing:

(i)	the positive difference between amount of the Vehicle Manufacturer Repurchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement;

(ii)	the VAT Amount; and

(iii)	the Third Party Purchase Price VAT Amount;

(e)	the amounts standing to the credit of the VAT Component and Charge Costs Component Trust Account;

(f)	the amount standing to the credit of:

(i)	each FleetCo Reserve Account (if any) in such Country;

(ii)	(in respect of Dutch FleetCo in Germany), its provisioned items ledger and its Excluded Payments Ledger;

(iii)	(in respect of Dutch FleetCo in The Netherlands), its provisioned items ledger and its Excluded Payments Ledger;

(iv)	(in respect of Dutch FleetCo in Spain), its provisioned items ledger and its Excluded Payments Ledger;

(v)	(in respect of French FleetCo in France), its provisioned items ledger and its Excluded Payments Ledger; and

(vi)	(in respect of Italian FleetCo in Italy), its provisioned items ledger and its Excluded Payments Ledger.

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(a)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;

(ii)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(iv)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and

(v)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement,

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(i)	the French Vehicle Pledge Agreement;

(ii)	the French Third Party Holding Agreement;

(iii)	the French Receivables Security Assignment Agreement;

(iv)	the French Business Charge Agreement;

(v)	the French Bank Account Pledge Agreement;

(vi)	the French Share Pledge Agreement (French Opco); and

(vii)	the French Share Pledge Agreement (Golden Shareholder).

(a)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(ii)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

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(iv)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and

(v)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,

(ii)	(subject to clauses 2.1(xxxiv) and (xxxv) hereof) English Transaction Document to which Dutch FleetCo is a party; and

(i)	the German Account Pledge Agreement;

(ii)	the German Receivables Assignment Agreement; and

(iii)	the German Security Transfer Agreement.

(a)	the total principal amount made available under such FleetCo Advance on its FleetCo Advance Drawdown Date; to

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(b)	the aggregate of the principal amount made available under all outstanding FleetCo Advances that have the same FleetCo Advance Drawdown Date and the same FleetCo Advance Repayment Date as such FleetCo Advance,

(a)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;

(ii)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(iv)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and

(v)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement,

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(i)	the Italian FleetCo Share Pledge; and

(ii)	the Italian FleetCo Security Deed.

(i)	clause 3.3.3 (Independent Director);

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(ii)	clause 3.3.4 (Centre of Main Interests and no establishment);

(iii)	clause 3.3.5 (Taxes);

(iv)	clause 3.3.6 (No Subsidiaries, Employees or Premises);

(v)	clauses 3.3.11(i)(a) and 3.3.11(iii)(a) (Financial Statements);

(vi)	clause 3.3.18 (Consents);

(vii)	clause 3.3.23 (Execution);

(viii)	clause 3.3.27(ii) (FleetCo Security);

(ix)	clause 3.3.28 (Compliance with Relevant Transaction Documents);

(x)	clause 3.3.31 (Filings);

(xi)	clause 3.3.32 (Consents);

(xii)	clause 3.3.34 (Taxes – Transaction Documents);

(xiii)	clause 3.3.39 (Compliance with Country Asset Value Test);

(xiv)	clause 3.3.40 (Negotiation Guidelines and Vehicle Purchasing Agreement);

(xv)	clauses 3.3.41(i) and (ii) (Spain specific representations and warranties);

(xvi)	clause 3.3.43(i) (The Netherlands specific representations and warranties).

(i)	the Dutch FleetCo German Reserve Account (if any);

(ii)	the Dutch FleetCo Spanish Reserve Account (if any);

(iii)	the Dutch FleetCo Dutch Reserve Account (if any);

(iv)	the French FleetCo Reserve Account (if any); and

(v)	the Italian FleetCo Reserve Account (if any).

(i)	the Spanish FleetCo Secured Creditors;

(ii)	the German FleetCo Secured Creditors;

(iii)	the Dutch FleetCo Secured Creditors;

(iv)	the French FleetCo Secured Creditors; and

(v)	the Italian FleetCo Secured Creditors.

(i)	the FleetCo Spanish Secured Liabilities;

(ii)	the FleetCo German Secured Liabilities;

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(iii)	the FleetCo Dutch Secured Liabilities;

(iv)	the FleetCo French Secured Liabilities; and

(v)	the FleetCo Italian Secured Liabilities.

(i)	the FleetCo Dutch Security Documents;

(ii)	the FleetCo German Security Documents;

(iii)	the FleetCo French Security Documents;

(iv)	the FleetCo Italian Security Documents;

(v)	the FleetCo Spanish Security Documents;

(vi)	the Dutch FleetCo Dutch Security Documents

(vii)	each FleetCo Security Power of Attorney;

(viii)	each FleetCo Deed of Charge;

(ix)	the Lessor Power of Attorney; and

(x)	any other document designated by the FleetCo Security Agent as a FleetCo Security Document.

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(a)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(b)	the sum of:

(i)	the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

(ii)	the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

(iii)	the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

(iv)	the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and

(v)	the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,

(i)	Spanish Transaction Document to which Dutch FleetCo, Spanish Branch is a party; and

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(i)	the Public Deed of Pledge over Vehicles;

(ii)	the Third Party Holding Agreement;

(iii)	the VAT receivables pledge in respect of Dutch FleetCo's activities in Spain;

(iv)	the pledge in respect of credit right under the Spanish Master Lease Agreement;

(v)	the pledge in respect of Spanish law governed receivables under the Vehicle Manufacturer Buy-Back Agreements and Vehicle Dealer Buy-Back Agreements to which Dutch FleetCo is a party;

(vi)	the pledge over the bank accounts of Dutch FleetCo in Spain; and

(vii)	the irrevocable power of attorney granted by Dutch FleetCo, Spanish Branch to the FleetCo Security Agent.

(i)	the Funds Flow Agreement;

(ii)	the Framework Agreement;

(iii)	the Master Definitions Agreement;

(iv)	the Tax Deed of Covenant;

(v)	the FleetCo Spanish Facility Agreement (in respect of Dutch FleetCo);

(vi)	the FleetCo German Facility Agreement (in respect of Dutch FleetCo);

(vii)	the FleetCo Dutch Facility Agreement (in respect of Dutch FleetCo);

(viii)	the FleetCo French Facility Agreement (in respect of French FleetCo);

(ix)	the FleetCo Italian Facility Agreement (in respect of Italian FleetCo);

(x)	the FleetCo Back-up Cash Management Agreement;

(xi)	the Liquidation Agency Agreement;

(xii)	the Central Servicing Agreement;

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(xiii)	the Parent Performance Guarantee;

(xiv)	the Finco Payment Guarantee;

(xv)	the Operating Documents;

(xvi)	the FleetCo Security Documents;

(xvii)	the Dutch FleetCo Management Documents;

(xviii)	the Spain TRO Power of Attorney; and

(xix)	all documents approved by the FleetCo Security Agent and the Transaction Agent and entered into by such FleetCo related to or in connection with the documents above.

(i)	the floating charge created by clause 3.4 (Floating Charge) of the Issuer Deed of Charge and clause 3.4 (Floating Charge) of the Supplemental Issuer Deed of Charge;

(ii)	the floating charge created by clause 3.3 (Floating Charge) of the Spanish FleetCo Deed of Charge;

(iii)	the floating charge created by clause 3.3 (Floating Charge) of the German FleetCo Deed of Charge;

(iv)	the floating charge created by clause 3.3 (Floating Charge) of the Dutch FleetCo Deed of Charge;

(v)	the floating charge created by clause 3.3 (Floating Charge) of the French FleetCo Deed of Charge; and

(vi)	the floating charge created by clause 3.3 (Floating Charge) of the Italian FleetCo Deed of Charge.

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(i)	the French FleetCo Transaction Account;

(ii)	the French FleetCo Reserve Account (if any); and

(iii)	any Additional Accounts opened and maintained in accordance with the French Account Bank Agreement.

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(i)	the FleetCo French Facility Agreement;

(ii)	the French Account Bank Agreement;

(iii)	the French Account Mandate;

(iv)	the French Master Lease Agreement;

(v)	the French Servicing Agreement;

(vi)	the FleetCo French Security Documents;

(vii)	the FCT Transaction Documents;

(viii)	the Golden Share Put and Call Option Agreement; and

(ix)	any other Transaction Documents expressed to be governed by French law and designated as a "French Transaction Document" by the Transaction Agent and French FleetCo.

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(i)	in relation to any Opco (other than German Opco), Finco, Avis Europe or the Issuer, generally accepted accounting principles, standards and practices in the jurisdiction of incorporation of that entity;

(ii)	in relation to Italian FleetCo, Italian GAAP;

(iii)	in relation to Dutch FleetCo, Spanish Branch, Spanish GAAP;

(iv)	in relation to Dutch FleetCo's Vehicle Fleet in Germany, German GAAP;

(v)	in relation to Dutch FleetCo's Vehicle Fleet in The Netherlands, Dutch GAAP;

(vi)	in relation to French FleetCo, French GAAP; and

(vii)	in relation to German Opco, German GAAP.

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(i)	the FleetCo German Security Documents;

(ii)	the German Custody Agreement;

(iii)	the German Trust Agreement;

(iv)	the German Account Bank Agreement;

(v)	the Master German Fleet Purchase Agreement (to the extent governed by German law); and

(vi)	any other Transaction Document approved by the FleetCo Security Agent and the Transaction Agent and expressed to be governed by German law.

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(a)	a reduction in the rate of return from the Issuer Note Issuance Facility Agreement or on a Senior Noteholder's (or an Affiliate's) overall capital or from the VFN Funding Agreement or on an FCT Noteholder's (or an Affiliates) overall capital (as applicable);

(b)	an additional or increased cost; or

(c)	a reduction of any amount due and payable under any Issuer Transaction Document or any FCT Transaction Document (as applicable),

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(a)	such Relevant Person is Insolvent; or

(b)	such Relevant Person is subject to Insolvency Proceedings.

(a)	(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts) of such Relevant Person; or

(b)	any corporate action, legal proceedings or other procedure or steps is taken in relation to:

(i)

(x) (in respect of Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) bankruptcy, insolvency or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), arrangement, adjustment, winding-up, liquidation, dissolution, suspension of payments, moratorium of any indebtedness, emergency regulations, composition, compromise, legal de-merger, declaration or other relief with respect to it or its debts, and (y) (in respect of any other person)

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(ii)	(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) a composition, compromise, assignment or arrangement with any creditor of such Relevant Person, in each case under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts;

(iii)	(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) any expropriation, attachment, sequestration, distress or execution affecting any asset or assets of such Relevant Person; or

(iv)	(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) enforcement of any security over any assets of such Relevant Person; or

(c)

such Relevant Person resolves, or a meeting of such Relevant Person is convened for the purpose of considering any resolution, and (in respect of the Opcos and Finco only) such resolution is passed, for (or to petition or otherwise make application for) its winding-up, its examinership, its judicial administration, a moratorium of any of its indebtedness or to otherwise dissolve itself, or gives notice of its intention to do so or is otherwise wound up or dissolved; or

(d)

any entity or person presents an application or petition (or the equivalent in any relevant jurisdiction) to a court for the winding-up, examinership (if applicable) or for the judicial administration or for the bankruptcy of such Relevant Person or a moratorium of any of its indebtedness or for any other relief under the relevant bankruptcy or insolvency law and this application or petition is not withdrawn by the applicant or otherwise set aside or rejected by the court or otherwise stayed (e.g. by way of deposits with a court or debt rescheduling or restructuring arrangements) within 10 (ten) days if the Relevant Person is Italian FleetCo, French FleetCo, Dutch FleetCo or the Issuer or, in respect of other Relevant Persons, within 60 (sixty) days; or

(e)	such Relevant Person takes any steps to obtain protection (including a moratorium) or is granted protection (including a moratorium) from its creditors in general under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts; or

(f)	an order is made for such Relevant Person to be wound up, liquidated, put into provisional liquidation, put into administration, examinership (if applicable) or dissolved (following a proceeding under applicable bankruptcy laws) or for a moratorium of any of such Relevant Person's indebtedness or for any procedure which is analogous or has a similar effect to such an order; or

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(g)	any Insolvency Official is appointed (whether or not under a court order) in respect of such Relevant Person (or any substantial part of the assets of such person, if applicable) or the directors of such Relevant Person request such appointment or any application has been made or remains current for the appointment of the foregoing; or

(h)	any other insolvency proceedings are commenced against such Relevant Person, namely (as appropriate):

(i)	in respect of any entity who is resident in Germany or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Germany:

(A)	the competent insolvency court (Insolvenzgericht) orders:

(1)	interim measures of protection in accordance with Section 21 Para. 1 Sentence 1 and Para. 2 of the German Insolvency Code (Insolvenzordnung; in particular appoints a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) in accordance with Section 21 Para. 1 Nos. 1 and 2 and Section 22 of the German Insolvency Code); or

(2)	the opening of main insolvency proceedings pursuant to Section 27 of the German Insolvency Code (Eröffnungsbeschluss); or

(3)	the dismissal of the petition to open insolvency proceedings due to the insufficient estate pursuant to Section 26 of the German Insolvency Code (Abweisung des Antrages auf Eröffnung des Insolvenzverfahrens mangels Masse); or

(B)	a petition for the opening of insolvency proceedings (Insolvenztrag) is filed and this petition is not withdrawn by the petitioner or otherwise set aside or rejected by the court or otherwise stayed (e.g. by way of deposits with a court, or debt rescheduling or restructuring arrangements) within 60 (sixty) days; or

(ii)

in respect of any entity who is resident in Italy or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Italy, "fallimento", "concordato preventivo", "liquidazione coatta amministrativa" as set out under the Italian Bankruptcy Act, "accordo di ristrutturazione dei debiti" under article 182-bis of the Italian Bankruptcy Act, "piano di risanamento attestato" under article 67, paragraph 3, letter d) of the Italian Bankruptcy Act, "amministrazione straordinaria delle grandi imprese in stato di insolvenza" as set out under either Legislative Decree 8 July 1999, No. 270 or Law Decree 23 December 2003, No. 347 as converted, with amendments, into Law 18 February 2004, No. 39; or

(iii)	in respect of any entity who is resident in Spain or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation)

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(iv)	in respect of any entity who is resident in The Netherlands or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in The Netherlands, "ontbinding" or the competent insolvency court orders "faillissement", "surseance van betaling" or "noodregeling"; or

(v)	in respect of any entity who is resident in France or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in France, "mandat ad hoc", "procédure de conciliation", "procédure de sauvegarde", "procédure de redressement judiciaire", "procédure de liquidation judiciaire" as set out under "LIVRE VI" of the French Code de commerce.

(i)	there occurs, in relation to such Relevant Person, in any jurisdiction to which it or any of its assets are subject, any event which has an effect equivalent or substantially similar to any of those mentioned in paragraphs (a) to (h) (inclusive) above, or any furtherance of, or acquiescence in, any of the acts above by such Relevant Person.

(a)	such Relevant Person is or is deemed or declared for the purposes of any law to be unable to pay its debts as they fall due or to be insolvent, including, without limitation:

(i)	in respect of any person who is resident in Germany or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Germany, the legal representative of such person is required to file for the opening of insolvency proceedings pursuant to Section 15a of the German Insolvency Code (Insolvenzordnung);

(ii)

in respect of any entity who is resident in Italy or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Italy, any entity who is in "stato di insolvenza" for the purpose of article 5 of Royal Decree 16 March 1942, n. 267 (the "Italian Bankruptcy Act"), article 3 of Legislative Decree 8 July 1999, No. 270 or article 4 of Law Decree 23 December 2003, No. 347 as converted, with amendments, into Law 18 February 2004, No. 39, or in "stato di crisi" for the purpose of article 160 of the Italian Bankruptcy Act;

(iii)	in respect of any entity who is resident in France or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in France, such person is in a position of suspension of payments (cessation des paiements) within the meaning of L.631-1 of the French Code de commerce;

(iv)	in respect of any entity who is resident in Spain or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Spain, such person is unable to regularly satisfy its obligations as they fall due within the meaning of Article 2.2 of Law 22/2003, of 9 July; or

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(v)	in respect of any entity who is resident in The Netherlands or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in The Netherlands:

(A)	such person is unable to satisfy its obligations as they fall due within the meaning of Article 1 of the Dutch Insolvency Act (Faillissementswet);

(B)	such person expects to be unable to satisfy its obligations as they fall due within the meaning of Article 214 of the Dutch Insolvency Act (Faillissementswet); or

(C)	the interests of the joint creditors of such person require a special provision (bijzondere voorziening) within the meaning of paragraph 2 of Article 3:160 of the Dutch Financial Supervision Act (Wet op het financieel toezicht);

(b)	such Relevant Person admits in writing its inability to pay its debts as they fall due or otherwise states it is insolvent;

(c)	such Relevant Person suspends payment of its debts to creditors generally or announces its intention to do so;

(d)

in respect of the Issuer or any other Relevant Person incorporated in Ireland or which has its Centre of Main Interest in Ireland, such Relevant Person is unable to pay its debts within the meaning of Sections 509 (3) or 570 of the Companies Act 2014 of Ireland or otherwise is declared for the purposes of any law to be unable to pay its debts as they fall due or insolvent or such person admits its inability to pay its debts as they fall due; or

(e)

in respect of Finco, Avis Europe or any other Relevant Person incorporated in England or Wales or which has its Centre of Main Interest in the United Kingdom, such Relevant Person is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act or otherwise is deemed or declared for the purposes of any law to be, unable to pay its debts as they fall due or insolvent or such person admits its inability to pay its debts as they fall due.

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(a)	Mandatory Cost, if any; and

(b)	the aggregate of:

(i)	the Senior Advance Margin; and

(ii)	the Subscriber's Cost of Funds.

(i)	Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Investment Grade Non-Programme Vehicles"; and

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(ii)	any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country.

(i)	Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Investment Grade Programme Vehicles";

(ii)	any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country; and

(iii)	where the Programme Vehicle is purchased from a Vehicle Dealer, such Programme Vehicle is subject to a Vehicle Manufacturer Guarantee from an Investment Grade Vehicle Manufacturer.

(i)	if the related Vehicle Manufacturer Group Rating Entity has a Relevant DBRS Rating, at least "BBB(L)" by DBRS; or

(ii)	if the related Vehicle Manufacturer Group Rating Entity does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of at least "BBB(L)".

(i)	owed by any Investment Grade Vehicle Manufacturer to the relevant FleetCo in such Country; and

(ii)	which relate to Vehicles to which such FleetCo holds title.

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(i)	the occurrence of any event under the definition of "Insolvency Proceedings" in respect of any Italian Opco, Italian FleetCo, French Opco, French FleetCo, Dutch Opco and Spanish Opco which is not defined as a "Voluntary Insolvency Event" as per the definition of such term; or

(ii)	any Italian Opco, Italian FleetCo, French Opco, French FleetCo, Dutch Opco or Spanish Opco is or becomes Insolvent otherwise than as per paragraph (b) or paragraph (c) of the definition of "Insolvent".

(a)	all amounts standing to the credit of the Issuer Transaction Account (excluding the amounts which are proceeds of any Senior Advance made to the Issuer and the proceeds of any Issuer Subordinated Advance made to the Issuer pursuant to clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);

(b)	the proceeds of all Subordinated Advances made to the Issuer pursuant to clause 4.2.1(c), 4.2.1(e), 4.2.1(f) and/or clause 4.2.1(g) of the Issuer Subordinated Facility Agreement;

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(c)

all amounts received by the Issuer, including from Dutch FleetCo, FCT and Italian FleetCo, under the FleetCo German Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo Spanish Facility Agreement (save for such amounts received by the Issuer following the exercise by the Subordinated Lender of the Spain Repayment Option (which shall be used solely to repay the relevant Subordinated Advances made under the Issuer Subordinated Facility Agreement)), the VFN Funding Agreement and the FleetCo Italian Facility Agreement;

(d)	all amounts received by the Issuer from any Issuer Hedge Counterparty (if any); and

(e)	to the extent that such amounts in (a) to (d) above are insufficient to pay all amounts due and payable by the Issuer on the immediately following Settlement Date in the aggregate of the amounts standing to the credit of the Issuer Reserve Account and the proceeds of any amount drawn under the relevant Issuer Letter of Credit.

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(i)	the aggregate of

(a)	the Issuer Reserves on such date; and

(b)	the aggregate of all cash standing to the credit of the Issuer Transaction Account on such date,

(ii)	the Issuer Reserve Required Amount on the date such calculation is required.

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(a)	may be entered into from time to time by the Issuer in respect of a Treasury Transaction to hedge projected exposures to interest rates, foreign exchange and inflation risks under the Senior Notes;

(b)	contains the provisions required by the Rating Agencies which are engaged from time to time to rate the outstanding Senior Notes; and

(c)	is in a form satisfactory to the Transaction Agent.

(i)	the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Revolving Period Priority of Payments;

(ii)	the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Scheduled Amortisation Period Priority of Payments;

(iii)	the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments; and

(iv)	the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (d) of the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments.

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(i)	clause 3.1.1 (Compliance with Issuer Borrowing Base Test);

(ii)	clause 3.1.5 (Centre of Main Interests);

(iii)	clause 3.1.6 (No Establishment);

(iv)	clause 3.1.8 (No Subsidiaries, Employees or Premises);

(v)	clause 3.1.9 (Capitalisation);

(vi)	clause 3.1.10 (Ownership);

(vii)	clause 3.1.11 (No Distributions);

(viii)	clause 3.1.12 (Financial Statements);

(ix)	clause 3.1.19 (Consents);

(x)	clause 3.1.24 (Execution);

(xi)	clause 3.1.27 (Beneficial Owner);

(xii)	clause 3.1.28 (Issuer Security);

(xiii)	clause 3.1.29 (Compliance with Issuer Transaction Documents);

(xiv)	clause 3.1.32 (Filings);

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(xv)	clause 3.1.33 (Consents); and

(xvi)	clause 3.1.35 (Taxes – Senior Notes and Transaction Documents).

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(i)	the Funds Flow Agreement (from and including the date on which the Issuer enters into such agreement);

(ii)	the Framework Agreement;

(iii)	this Agreement;

(iv)	the Issuer Note Issuance Facility Agreement;

(v)	the Issuer Subordinated Facility Agreement;

(vi)	the Issuer Cash Management Agreement;

(vii)	the Issuer Account Bank Agreement;

(viii)	the Issuer and FleetCo Holdings Corporate Services Agreement;

(ix)	the Issuer Hedging Agreements (from and including the date on which the Issuer enters into any such agreement);

(x)	the FleetCo Spanish Facility Agreement;

(xi)	the FleetCo German Facility Agreement;

(xii)	the FleetCo Dutch Facility Agreement;

(xiii)	the VFN Funding Agreement;

(xiv)	the FleetCo Italian Facility Agreement;

(xv)	the Central Servicing Agreement;

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(xvi)	the Issuer Security Documents;

(xvii)	the Issuer Spain TRO Declaration of Trust;

(xviii)	the FleetCo Security Documents;

(xix)	each Issuer Security Power of Attorney;

(xx)	the Fee Letters;

(xxi)	the Tax Deed of Covenant; and

(xxii)	all documents approved by the Transaction Agent to which the Issuer is a party in connection with or related to any of the above documents.

(i)	the Italian Transaction Account;

(ii)	the Italian FleetCo Reserve Account (if any);

(iii)	the Italian Dedicating Financing Account; and

(iv)	any Additional Accounts opened and maintained in accordance with the Italian Account Bank Agreement.

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(i)	the FleetCo Italian Facility Agreement;

(ii)	the Italian Account Bank Agreement;

(iii)	each Italian Account Mandate;

(iv)	each Italian Master Lease Agreement;

(v)	each Italian Servicing Agreement

(vi)	each Italian Mandate Agreement;

(vii)	the Italian FleetCo Shareholders Agreement;

(viii)	the Italian FleetCo Share Pledge;

(ix)	the Italian FleetCo Security Deed; and

(x)	any other Transaction Documents expressed to be governed by Italian law and designated as an "Italian Transaction Document" by the Transaction Agent and Italian FleetCo.

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(a)	any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any Relevant Jurisdiction; and

(b)	any present or future directive, regulation, practice, concession or requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency.

(a)	if such Vehicle is a Programme Vehicle returned under a Vehicle Manufacturer Programme, the Turn-back Date for such Vehicle;

(b)	if such Vehicle is sold to a third party (including to another FleetCo or an Opco) (other than pursuant to a Vehicle Manufacturer Programme), the date on which the possession of such Vehicle is transferred from the Lessee or the Lessor to such person;

(c)	if such Vehicle becomes a Casualty or a Non-Eligible Vehicle, the date funds in the amount of the Casualty Payment thereof are deposited in the relevant FleetCo Bank Account by the Lessee;

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(d)	if such Vehicle has been purchased on credit terms with a retention of title provision in the Vehicle Manufacturer Agreement or Vehicle Dealer Agreement and the purchase price has not been paid to the relevant Vehicle Manufacturer or Dealer, the date on which the Vehicle Manufacturer or Vehicle Dealer, as the case may be, has repossessed such Vehicle;

(e)	in relation to any Vehicle subject to a lease between a Lessor and a Lessee under any Italian Master Lease Agreement, the French Master Lease Agreement, the Spanish Master Lease Agreement and/or the Master Dutch Fleet Lease Agreement, the Master Lease End Date;

(f)	any other date for the termination of a lease in the relevant Master Lease Agreement; and

(g)	the Estimated Lease Expiration Date in relation to the Master German Fleet Lease Agreement, subject to any lease extension in accordance with the Master German Fleet Lease Agreement.

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(i)	the available amount under such Issuer LC Provider's Issuer Letter of Credit as of such date by

(ii)	an amount equal to the aggregate available amount under all Issuer Letters of Credit as of such date,

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(a)	the FleetCo Total Borrowed Amount in respect of such Lease Determination Date;

(b)	the FleetCo Profit Margin in respect of such Lease Determination Date; and

(c)	the actual number of days in the Related Month divided by 360.

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(a)	any Master Lease Scheduled Expiry Date with respect to each Italian Master Lease Agreement, the French Master Lease Agreement and the Spanish Master Lease Agreement, provided that no Master Lease End Date will occur if a Master Lease Extension/Renewal Agreement has been executed within 5 Business Days after the Master Lease Scheduled Expiry Date;

(b)	the date on which the termination of the relevant Master Lease Agreement takes effect following the occurrence of a Master Lease Termination Event; and

(c)

in respect of France, Italy and Spain, the date on which the 60 days' notice given by the relevant FleetCo expires following exercise of the FleetCo's rights in accordance with relevant provision of the related Master Lease Agreement which (in the case of Italian FleetCo) is clause 27.1.1 of each Italian Master Lease Agreement, (in the case of French FleetCo) is clause 28.1.1 of the French Master Lease Agreement and (in the case of Dutch FleetCo, Spanish Branch) is clause 28.1.1 of the Spanish Master Lease Agreement.

(a)	the Spanish Master Lease Agreement, an agreement executed by Dutch FleetCo and Spanish Opco which provides that the Master Lease Scheduled Expiry Date in respect of the Spanish Master Lease Agreement will be extended for a further period of 3 months from the date of such agreement;

(b)	each Italian Master Lease Agreement, an agreement executed by Italian FleetCo and the relevant Italian Opco which provides that the Master Lease Scheduled Expiry Date in respect of the Italian Master Lease Agreement will be renewed for a further period of 3 months from the date of such agreement;

(c)	the French Master Lease Agreement, an agreement executed by French FleetCo and French Opco which provides that the Master Lease Scheduled Expiry Date in respect of the French Master Lease Agreement will be renewed for a further period of 3 months from the date of such agreement; and

(d)	the Master German Fleet Lease Agreement, an agreement executed by Dutch FleetCo and German Opco which provides that the Master Lease Scheduled Expiry Date in respect

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(a)	the Lease Commencement Date; or

(b)	the date on which the most recent Master Lease Extension/Renewal Agreement became effective.

(i)	(in respect of the Spanish Master Lease Agreement, French Master Lease Agreement and any Italian Master Lease Agreement):

(a)	a Spanish Opco Event of Default, a French Opco Event of Default or an Italian Opco Event of Default (as applicable) (other than an Insolvency Event of the Relevant Lessee); or

(b)	the expiry of 60 days following the delivery of the notice by the relevant FleetCo to the Transaction Agent, the Issuer and the Relevant Lessee, notifying the Transaction Agent, the Issuer and the Relevant Lessee of the exercise of the FleetCo's rights to terminate the relevant Master Lease Agreement in accordance with relevant provision of such Master Lease Agreement; and

(ii)	(in respect of the Master German Fleet Lease Agreement and the Master Dutch Fleet Lease Agreement) a German Opco Event of Default or a Dutch Opco Event of Default.

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(a)	at least 250 Eligible Vehicles owned by Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, French FleetCo in France or Italian FleetCo in Italy (as applicable) which were At Risk Assets were sold at auction or otherwise; or

(b)	at least one twelfth of the aggregate Net Book Value of such Eligible Vehicles owned by Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, French FleetCo in France or Italian FleetCo in Italy (as applicable) as of the last day of each such period was sold at auction or otherwise,

(a)

with respect to any Measurement Month and any Country, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of the VAT-exclusive amount of the proceeds of sale of all Eligible Vehicles owned by Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, French FleetCo in France or Italian FleetCo in Italy (as applicable) which were At Risk Assets sold at auction or otherwise during such Measurement Month and the denominator of which is the aggregate Net Book Value of such Eligible Vehicles on the dates of their respective sales; and

(b)	100 per cent.

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(a)	Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Non-Investment Grade Non-Programme Vehicles"; and

(b)	any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country.

(a)	Programme Vehicles purchased by the relevant FleetCo from Non-Investment Grade Vehicle Manufacturers or Vehicle Dealers for each Country or, in the case of Germany and the Netherlands, by the relevant Opco from Non-Investment Grade Vehicle Manufacturers or Vehicle Dealers and sold to Dutch FleetCo, provided that:

(i)	Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Non-Investment Grade Programme Vehicles"; and

(ii)	any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country; and

(b)	Vehicle Manufacturer Receivables held by French FleetCo or Dutch FleetCo in Germany and The Netherlands in respect of any Non-Investment Grade Vehicle Manufacturers pursuant to Vehicle Manufacturer Buy-Back Agreements which provide for a valid and enforceable retention of title provision to the benefit of the relevant FleetCo; and

(c)	Vehicle Dealer Receivables held by French FleetCo or Dutch FleetCo in Germany and The Netherlands in respect of any Vehicle Dealer pursuant to Vehicle Dealer Buy-Back Agreements which provide for a valid and enforceable retention of title provision to the benefit of the relevant FleetCo.

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(i)	in respect of a Senior Noteholder Group, the commitment amount from time to time as set out in the relevant Senior Noteholder Fee Letter in respect of such Senior Noteholder Group; and

(ii)	in respect of a Senior Noteholder that does not form part of a Senior Noteholder Group, the commitment amount from time to time as set out in the relevant Senior Noteholder Fee Letter in respect of such Senior Noteholder.

(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);

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(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 (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

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

(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);

(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).

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(i)	each Italian Master Lease Agreement;

(ii)	the Spanish Master Lease Agreement;

(iii)	the French Master Lease Agreement;

(iv)	the Master German Fleet Lease Agreement;

(v)	the Master German Fleet Purchase Agreement;

(vi)	the Master Dutch Fleet Lease Agreement;

(vii)	the Master Dutch Fleet Purchase Agreement;

(viii)	the German Trust Agreement;

(ix)	each Italian Servicing Agreement;

(x)	each Italian Mandate Agreement;

(xi)	each VAT Loan Agreement;

(xii)	the Italian VAT Sharing Agreement;

(xiii)	the Italian Income Tax Consolidation Agreement;

(xiv)	the Italian FleetCo Shareholders Agreement;

(xv)	the Spanish Servicing Agreement;

(xvi)	the Spanish Account Bank Agreement;

(xvii)	the German Account Bank Agreement;

(xviii)	the Dutch Account Bank Agreement;

(xix)	the French Account Bank Agreement;

(xx)	the French Servicing Agreement;

(xxi)	the German Custody Agreement;

(xxii)	the Italian Account Bank Agreement;

(xxiii)	the FleetCo Back-up Cash Management Agreement;

(xxiv)	the Liquidation Agency Agreement;

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(xxv)	the Central Servicing Agreement;

(xxvi)	the Finco Payment Guarantee;

(xxvii)	the Avis Europe Payment Guarantee;

(xxviii)	the Parent Performance Guarantee; and

(xxix)	any other documents to which Dutch FleetCo, French FleetCo and/or Italian FleetCo is a party, approved by the FleetCo Security Agent and the Transaction Agent and are in respect of the servicing and/or leasing of the Vehicle Fleet in each Country.

(a)	in relation to Avis Europe, its audited financial statements for its financial year ended 31 December 2011 and (if prepared) its unaudited consolidated management accounts for the financial quarter ended 31 December 2012;

(b)	in relation to each of Finco, Italian FleetCo and Spanish Opco, its audited financial statements for its financial year ended 31 December 2011;

(c)	in relation to the German Opco, the consolidated financial statements of AVIS Autovermietung Beteiligungsgesellschaft mbH Oberursel for its financial year ended 31 December 2011;

(d)	in relation to the Avis Italian Opco, its audited financial statements for its financial year ended 31 December 2011;

(e)	in relation to the Maggiore Italian Opco, its audited financial statements for its financial year ended 31 December 2014;

(f)	in relation to the French Opco, its audited financial statements for its financial year ended 31 December 2012; and

(g)	in relation to the Dutch Opco, its audited financial statements for its financial year ended 31 December 2012.

(a)	those which have been redeemed in accordance with the Issuer Note Issuance Facility Agreement or VFN Funding Agreement or repaid in accordance with the relevant FleetCo Facility Agreement (as applicable);

(b)	those in respect of which the date for redemption or repayment (as applicable) in accordance with the provisions of the Issuer Note Issuance Facility Agreement, VFN Funding Agreement or the relevant FleetCo Facility Agreement (as applicable) has

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(c)

those which have been purchased and surrendered for cancellation as provided in the Issuer Note Issuance Facility Agreement, VFN Funding Agreement or the relevant FleetCo Facility Agreement (as applicable) and notice of the cancellation of which has been given to the Issuer, the Issuer Security Trustee, the FleetCo Security Agent, the Issuer Cash Manager and/or the Transaction Agent (as applicable);

(d)	those which have become void under the Issuer Note Issuance Facility Agreement, VFN Funding Agreement or and the relevant FleetCo Facility Agreement (as applicable); and

(i)	the right in respect of any direction or request by the relevant Senior Noteholders;

(ii)

the determination of how many and which Senior Notes are for the time being outstanding for the purposes of clause 24 (Consents, Amendments, Waivers and Modifications) of the Framework Agreement, any discretion, power or authority, whether contained in the Framework Agreement or provided by law, which the Transaction Agent or the Issuer Security Trustee is required to exercise in or by reference to the interests of the relevant Senior Noteholders; and

(iii)	the determination by the Issuer Security Trustee or the Transaction Agent whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the relevant Senior Noteholders (to the extent that the Issuer Security Trustee or the Transaction Agent (as applicable) is required to make such determination in accordance with the Transaction Documents),

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(a)

a case or other proceeding shall be commenced, without the application or consent of the Parent, in any court, seeking the liquidation, reorganisation, debt arrangement, dissolution, winding up, or composition or readjustment of debts of the Parent, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Parent or all or any substantial part of its assets, or any similar action with respect to the Parent under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of the Parent shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b)

the Parent shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganisation, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for the Parent or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c)	the board of directors or other similar governing body of the Parent shall vote to implement any of the actions set forth in paragraph (b) above.

(a)

the occurrence of an Opco Change of Control, provided that if (1) any cessation described in 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 any Italian Opco or French Opco (as applicable) and (2) the Spain Repayment Option (in respect of Spanish Opco) or the Italy Repayment Option (in respect of any Italian Opco) or the France Repayment Option (in respect of French Opco) is exercised within 30 days of such cessation, there shall not be any Parent Event of Default;

(b)	the occurrence of a Parent Change of Control;

(c)	the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement, that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;

(d)	any Parent Event of Bankruptcy occurs; and

(e)	failure by the Parent or its successor or replacement to comply with any of its obligations under the Parent Performance Guarantee.

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(a)	in respect of an Issuer Hedging Agreement based on an ISDA Master Agreement, netting under section 2(c) of the relevant ISDA Master Agreement; and

(b)	in respect of an Issuer Hedging Agreement not based on an ISDA Master Agreement, netting pursuant to any provision of that Hedging Agreement or a Hedging Ancillary Document which has a similar effect to the provision referenced in paragraph (a) above.

(i)	EUR-denominated money market funds which have a long-term rating of "AAAmmf" by Fitch, if rated by Moody's, "Aaa" and "MR1+" by Moody's, if rated by S&P, "AAA" by S&P, and, if rated by DBRS, "AAA" by DBRS; or

(ii)	any other instruments or securities, provided that, to the extent the outstanding Senior Notes are rated, the Rating Agencies have confirmed in writing that the investment in such instruments or securities will not adversely affect any ratings with respect to any Senior Notes,

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(i)	a Vehicle Manufacturer Buy-Back Agreement which contains all the Buy-Back Minimum Principles; or

(ii)	a Vehicle Dealer Buy-Back Agreement which contains all the Buy-Back Minimum Principles (with references to the Vehicle Manufacturer replaced by the Vehicle Dealer as the context requires).

(a)	the Lease Determination Date immediately following the receipt by the relevant FleetCo of the Vehicle Manufacturer Repurchase Price, in each case, in relation to any Programme Vehicle (or, if earlier, by the Business Day on which FleetCo is liable for any Programme Vehicle Special Default Payment to a Vehicle Manufacturer or Vehicle Dealer); or

(b)	the Lease Determination Date immediately following the date by which the Vehicle Manufacturer Repurchase Price, in each case of such Programme Vehicle turned back to a Vehicle Manufacturer or Vehicle Dealer, would have been paid by the Vehicle

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(a)

resident for the purposes of tax corresponding to Irish corporation tax in a jurisdiction (other than Ireland) that would not result in any Taxes being required to be withheld or deducted by the Issuer in relation to the relevant Senior Note as a result of such person holding such Senior Note and does not receive payments under the relevant Senior Note in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or

(b)	a qualifying company within the meaning of Section 110 of the Taxes Consolidation Act 1997 of Ireland.

(i)	an Issuer Event of Default;

(ii)	a FleetCo Event of Default;

(iii)	a Spanish Opco Event of Default;

(iv)	an Italian Opco Event of Default;

(v)	a Central Servicer Event of Default;

(vi)	a German Opco Event of Default;

(vii)	a French Opco Event of Default;

(viii)	a Subordinated Lender Event of Default;

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(ix)	a Finco Guarantor Event of Default;

(x)	an Avis Europe Event of Default;

(xi)	a Parent Event of Default;

(xii)	the non-payment in full of all outstanding Senior Advances by the Issuer under the Issuer Note Issuance Facility Agreement at their Expected Maturity Date;

(xiii)	the termination of:

(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);

(xiv)	a Servicer Termination Event; and

(xv)	the termination of the appointment of the Liquidation Agent if no replacement Liquidation Agent satisfactory to the Transaction Agent has been appointed within 60 days of such termination.

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(a)	the Net Book Value of each Vehicle immediately prior to redesignation;

(b)	the Net Book Value of such Vehicle immediately following redesignation.

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(i)	in relation to Dutch FleetCo, German Opco, Dutch Opco or Spanish Opco (as applicable) to which Dutch FleetCo leases Vehicles under the Master German Fleet Lease Agreement, Master Dutch Fleet Lease Agreement or the Spanish Master Lease Agreement, respectively;

(i)	in relation to Italian FleetCo, each Italian Opco; and

(ii)	in relation to French FleetCo, French Opco.

(i)

the weighted average funding cost of the commercial paper issued by such Conduit Senior Noteholder or a member of the Senior Noteholder Group in respect of Société Générale Capital Market Finance S.A. in order to finance, or contribute to the financing of, its subscription of the Senior Notes during the relevant Interest Period, as notified by such Conduit Senior Noteholder to the Transaction Agent on the relevant Interest Determination Date (or Intra-Month Interest Determination Date, as the case may be), including any dealer or paying agent fees;

(ii)	in the event that such commercial paper is denominated in any currency other than euros, all costs, fees and expenses incurred by such Conduit Senior Noteholder or a member of the Senior Noteholder Group in respect of Société Générale Capital Market Finance S.A. in order to hedge its exposure to such currency; and

(iii)	any interest amounts payable by such Conduit Senior Noteholders in relation to any drawings on the relevant swing line or liquidity facility agreement which can be fairly allocated to the Senior Notes.

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A.	the aggregate of the Borrower Vehicle Fleet NBV of all Eligible Vehicles in all the Countries which fall within the category of Vehicles described in such limit,

B.	the multiple of: (x) the Borrower Vehicle Fleet NBV of all Eligible Vehicles in all Countries; and (y) the maximum percentage provided in the definition of Concentration Limit for such limit,

(i)	the Liabilities owed to the Issuer Secured Creditor ranking (in accordance with the Issuer Intercreditor Terms) pari passu with or in priority to that Issuer Secured Creditor; and

(ii)	all present and future liabilities and obligations, actual and contingent, of the Issuer to the Issuer Security Trustee.

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(i)	a Senior Noteholder that forms part of a Senior Noteholder Group, its pro rata share of the Notional Commitment of its Senior Noteholder Group; and

(ii)	a Senior Noteholder that is not part of a Senior Noteholder Group, its Notional Commitment as set out in the relevant Senior Noteholder Fee Letter.

(i)	in respect of the Issuer, the Transaction Documents to which the Issuer is a party; and

(ii)	in respect of any other person, the Transaction Documents to which such person is a party.

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(a)	any law, treaty, rule, requirement or regulation;

(b)	a notice by or an order of any court having jurisdiction;

(c)	a mandatory requirement of any regulatory authority having jurisdiction; or

(d)	a determination of an arbitrator or Governmental Authority,

(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)	the required perfection of any Security Interest;

(c)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d)	any other matters which are set out as qualifications or reservations as to matters of law in the legal opinions, each in the form satisfactory to the Transaction Agent, the FleetCo Security Agent and the Issuer Security Trustee and delivered to the Transaction Agent, the FleetCo Security Agent and the Issuer Security Trustee pursuant to the Transaction Documents.

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(i)	the Scheduled Amortisation Commencement Date; and

(ii)	the Rapid Amortisation Commencement Date.

(i)	the date on which principal, interest and all other amounts due relating to all outstanding Senior Advances have been irrevocably and unconditionally repaid/paid in full; and

(ii)	the Rapid Amortisation Commencement Date; and

(iii)	the Expected Maturity Date.

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(a)	a mortgage, charge, pledge, lien, assignation in security, encumbrance or other security interest securing any obligation of any person;

(b)	any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or

(c)	any other type of preferential arrangement (including title transfer and retention arrangements) having a similar effect.

(i)	the first (and, if applicable, only) period commencing from (and including) the Senior Advance Drawdown Date of such Senior Advance up to the earlier of (a) the relevant FleetCo Advance Repayment Date or (b) the date falling on (but excluding) the next Settlement Date; and

(ii)	any subsequent period commencing from (and including) such Settlement Date in paragraph (i)(b) above to (but excluding) the relevant Senior Advance Repayment Date,

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(a)	the aggregate of:

(i)	the Combined Eligible Country Asset Value; and

(ii)	the Issuer Reserves;

(b)	the Credit Enhancement Required Amount.

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(a)

in Italy, France and Spain, the fulfilment of each of the following conditions: (i) the occurrence of a Servicer Termination Event in respect of any Italian Servicer, French Servicer or the Spanish Servicer (as applicable); (ii) the FleetCo Security Agent determines to serve a notice to terminate the relevant Master Lease Agreement to the relevant Opco (or, in case of Italy, any of the Italian Opcos); and (iii) the FleetCo Security Agent determines to serve a Servicer Termination Notice to the relevant Opco; and

(b)

in Germany and The Netherlands, the fulfilment of each of the following conditions: (i) the occurrence of a Servicer Termination Event in respect of the Central Servicer; (ii) the FleetCo Security Agent determines to serve a notice to terminate the relevant Master Lease Agreement to the relevant Opco; and (iii) the FleetCo Security Agent determines to serve a Servicer Termination Notice to the Central Servicer.

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(a)

Avis Europe ceasing to own the entire share capital of any Opco or Finco, provided that, if there is a change of control of any Italian Opco, Spanish Opco or French Opco, such cessation of control is not remedied within 30 days of such cessation of control or (in respect of Spanish Opco) the Spain Repayment Option, (in respect of any Italian Opco) the Italy Repayment Option or (in respect of French Opco) the France Repayment Option is not exercised within 30 days of such cessation of control;

(b)

the occurrence of an Avis Europe Change of Control, provided that, for the avoidance of doubt, if all outstanding Senior Advances as of the date of such occurrence (and all accrued but unpaid interest thereon) and all other amounts due to the Senior Noteholders and the other Issuer Secured Creditors (save for the Subordinated Lender) are repaid in full by the Issuer on such date, there shall not be a "Subordinated Lender Event of Default" under this paragraph (b);

(c)	the occurrence of a Parent Change of Control;

(d)	the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;

(e)	the Subordinated Lender's material net economic interest (within the meaning of Article 405 of the CRR) is less than, on an ongoing basis, 5 per cent. or such other figure as shall from time to time be specified in or by reference to Article 405 of the CRR); and

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(f)	any Event of Default under paragraph (d), paragraph (h) or paragraph (i) of the definition of "Event of Default".

(i)	in relation to a Senior Noteholder which is a Financial Institution:

(a)	prior to the service of an Issuer Enforcement Notice, the Applicable EURIBOR; and

(b)	following the service of an Issuer Enforcement Notice to the Issuer, the sum of (x) the Applicable EURIBOR and (y) [REDACTED] per cent. per annum; and

(ii)	in relation to a Conduit Senior Noteholder:

(a)

prior to the service of an Issuer Enforcement Notice, through the ABCP Market, (x) the Relevant Conduit CP Rate for such Conduit Senior Noteholder (other than Jupiter Securitization Company LLC or another member of the Senior Noteholder Group in respect of Jupiter Securitization Company LLC) during such Interest Period, and (y) for the Senior Noteholder Group in respect of Jupiter Securitization Company LLC as a Senior Noteholder, the Applicable EURIBOR during such Interest Period;

(b)

prior to the service of an Issuer Enforcement Notice, the weighted average rate of interest applicable to the relevant Conduit Senior Noteholder for issuing, directly or indirectly, commercial paper during the relevant Interest Period to fund the purchase and holding of the Senior Notes (including, for the avoidance of doubt, dealers' commissions and hedging costs associated with the issue of the relevant commercial paper), provided that if the rate of interest applicable to a Conduit Senior Noteholder is a discount rate, the Subscriber's Cost of Funds shall be calculated by converting such discount rate to an interest-bearing equivalent rate per annum; and

(c)	prior to the service of an Issuer Enforcement Notice, 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:

A.	the sum of (x) the Applicable EURIBOR and (y) [REDACTED] per cent. per annum; and

B.	the percentage of the Senior Notes affected by the ABCP Market Disruption,

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(y)	for any reason other than those stated in paragraphs (c)(x) and (d) of this definition, the product of:

A.	the Applicable EURIBOR or such rate; and

B.	the percentage of the Senior Notes held by it that is funded by such drawing; and

(d)

in the case of a Conduit Senior Noteholder other than Jupiter Securitization Company LLC or another member of the Senior Noteholder Group in respect of Jupiter Securitization Company LLC, following the service of an Issuer Enforcement Notice to the Issuer, the sum of (x) the Applicable EURIBOR or the Relevant Conduit CP Rate to the extent that such Conduit Senior Noteholder does not draw on its Liquidity Facility Agreement and (y) [REDACTED] per cent. per annum or such rate as the parties to the Issuer Note Issuance Facility Agreement may agree between them based on an agreed benchmark;

(e)	in the case of the Senior Noteholder Group in respect of Jupiter Securitization Company LLC, following the service of an Issuer Enforcement Notice to the Issuer, the sum of (x) the Applicable EURIBOR and (y) [REDACTED] per cent. per annum or such rate as the parties to the Issuer Note Issuance Facility Agreement may agree between them based on an agreed benchmark

(a)	which is controlled, directly or indirectly, by the holding company;

(b)	more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c)	which is a subsidiary of another subsidiary of the holding company,

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(a)

in respect of Vehicles purchased in Spain, Italy and France, the inclusion in the relevant Supplemental Agreement of provisions the same or substantially the same as clause 4 (Volume Targets and Rebates), clause 7 (Repurchase Obligations unconditional), clauses 8.1.1 and 8.1.3 (Termination), clause 9 (Set-Off), clause 10.2 (Transfer to the Supplier) and clause 12.2 (Assignment by the Supplier) as such clauses are contained schedule 2 to the relevant Servicing Agreement or, in the case of France, schedule 6 to the French Master Lease Agreement.

(b)	in respect of Vehicles purchased in Germany and The Netherlands, the inclusion of set-off provisions in the relevant Supplemental Agreement and in the case of The Netherlands, retention of title provisions in the relevant Supplemental Agreement.

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(a)	any corporate action, legal proceedings or other procedure or step is taken or threatened in relation to:

(i)

bankruptcy, insolvency, or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt (including, without limitation, with respect to any Relevant Third Party which is subject to insolvency proceedings in Italy, any liquidazione, procedura concorsuale (fallimento, concordato preventivo, liquidazione coatta amministrativa, amministrazione straordinaria or ristrutturazione industriale delle grandi imprese in stato di insolvenza), cessione dei beni ai creditori or any other similar proceedings)), adjustment, winding-up, examinership, liquidation, dissolution, emergency regulations, legal de-merger, declaration or other relief with respect to it or its debts; or

(ii)	any expropriation, attachment, sequestration, distress or execution affecting any asset or assets of such Relevant Third Party; or

(iii)	any analogous procedure or step is taken or threatened in any jurisdiction;

(b)	the furtherance of, or acquiescence in, any of the acts in paragraph (a) above by such Relevant Third Party;

(c)	the value of the assets of such Relevant Third Party is less than the amount of its liabilities, taking into account its contingent and prospective liabilities;

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(d)	such Relevant Third Party is or becomes unable to pay its debts as they fall due or insolvent or such Relevant Third Party admits its inability to pay its debts as they fall due; and

(e)	with respect to any Relevant Third Party which is subject to insolvency proceedings in Germany:

(i)

such Relevant Third Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness and/or is unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of Section 17 of the German Insolvency Code (Insolvenzordnung);

(ii)	such Relevant Third Party is overindebted (überschuldet) within the meaning of Section 19 of the German Insolvency Code (Insolvenzordnung); and/or

(iii)	a moratorium is declared in respect of any indebtedness of such Relevant Third Party.

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, examinership, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Relevant Third Party;

(b)	a composition, compromise, assignment or arrangement with any creditor of any Relevant Third Party;

(c)

the appointment of a liquidator, receiver, examiner, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Relevant Third Party or any of its assets (including, without limitation, with respect to any Relevant Third Party which is subject to insolvency proceedings in Italy, a curatore, commissario giudiziale, commissario straordinario, commissario liquidatore or any other Relevant Third Party performing the same function) in respect of it or in respect of any of its assets;

(d)	enforcement of any Security over any assets of any Relevant Third Party;

(e)	with respect to any Relevant Third Party which is subject to insolvency proceedings in Germany:

(i)	a petition for insolvency proceedings in respect of its assets (Eröffnungsantrag) has been filed or any event has occurred which constitutes a cause for the initiation of insolvency proceedings (Eröffnungsantrag) as set out in Sections 17 et seq. of the German Insolvency Code (Insolvenzordnung); or

(ii)	any action has been taken pursuant to Section 21 of the German Insolvency Code (Insolvenzordnung) by a competent court;

(f)	with respect to any Relevant Third Party which is subject to insolvency proceedings in France, any "mandat ad hoc", "procédure de conciliation", "procédure de sauvegarde",

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(g)	with respect to any Relevant Third Party which is subject to insolvency proceedings in The Netherlands, any faillissement, surseance van betaling, noodregeling and ontbinding and the appointment of a curator or bewindvoerder;

(h)

with respect to any Relevant Third Party which is subject to insolvency proceedings in Italy, any bankruptcy proceedings (faillimento) or any other insolvency proceedings (procedura concorsuale) provided under Italian Royal Decree 16 March 1942, No. 267, including any arrangement with creditors prior to bankruptcy (accordo di ristrutturazione di debiti and/or piano di risanamento attestato and/or concordato preventive and/or transazione fiscale),

(a)	a "suspension of payments" includes any concurso;

(b)	a "liquidator" includes a liquidador;

(c)	an "administrative receiver" includes an administrador judicial; and

(d)	any "other procedure or step" includes solicitud de inicio de procedimento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial.

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(i)	in respect of a Spain Repayment Option, the amounts set out in clause 6.2.1(ii) (Spain) of the Framework Agreement;

(ii)	in respect of an Italy Repayment Option, the amounts set out in clause 6.2.2(ii) (Italy) of the Framework Agreement; and

(iii)	in respect of a France Repayment Option, the amounts set out in clause 6.2.3(ii) (France) of the Framework Agreement.

(a)	an Avis Obligor, a FleetCo or the Issuer that is resident for tax purposes in the United States of America; or

(b)	an Avis Obligor, a FleetCo or the Issuer some or all of whose payments under the Transaction Documents are from sources within the United States for US federal income tax purposes.

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(i)

the sum of all amounts payable by the relevant FleetCo under the applicable FleetCo Priority of Payments (in each case excluding any part thereof which represents VAT and excluding further (x) principal due and payable in respect of the relevant FleetCo Facility Agreement or any VAT Loan Agreement, (y) any amounts which are payable by the relevant FleetCo but for which such FleetCo has been indemnified by, or has otherwise received amounts from, the Lessee pursuant to the relevant Master Lease Agreement or Servicing Agreement and (z) item (e)(i) of the relevant FleetCo Pre-Enforcement Priority of Payments and item (d) of the relevant FleetCo Post-Enforcement Priority of Payments);

(ii)	any Monthly Risk Vehicle Loss;

(a)	any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above or elsewhere.

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(i)	(in respect of Dutch FleetCo, Spanish Branch, French FleetCo and Italian FleetCo) any purchase agreement between such FleetCo and a Vehicle Dealer entered into prior to the date hereof with respect to any Vehicle;

(ii)	(in respect of Dutch FleetCo, Spanish Branch, French FleetCo and Italian FleetCo) any purchase agreement between such FleetCo and a Vehicle Dealer entered into on or after

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(iii)

in respect of Dutch FleetCo only and in respect of any Vehicle in Germany, any purchase agreement between German Opco and a Vehicle Dealer entered into on or after the date hereof with respect to any Vehicle in Germany, provided that such agreement is consistent with the Vehicle Dealer Purchase Agreement existing on the Signing Date with such Vehicle Dealer (if any) taking into consideration any change in the relevant Vehicle Dealer's policy or, in the absence of such Vehicle Dealer Purchase Agreement, is in form and substance satisfactory to the Transaction Agent (acting reasonably) and is consistent with other Vehicle Dealer Purchase Agreements of German Opco; and

(iv)

in respect of Dutch FleetCo only and in respect of any Vehicle in The Netherlands, any purchase agreement between Dutch Opco, Dutch FleetCo and a Vehicle Dealer entered into on or after the date hereof with respect to any Vehicle in The Netherlands, provided that such agreement is consistent with the Vehicle Dealer Purchase Agreement existing on the Signing Date with such Vehicle Dealer (if any) taking into consideration any change in the relevant Vehicle Dealer's policy or, in the absence of such Vehicle Dealer Purchase Agreement, is in form and substance satisfactory to the Transaction Agent (acting reasonably) and is consistent with other Vehicle Dealer Purchase Agreements of Dutch Opco).

(a)	any member of a Vehicle Manufacturer Group who is party to a Vehicle Manufacturer Purchase Agreement in respect of such Vehicle with (i) in respect of Spain, France, The

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(b)	a vehicle manufacturer who is not a member of a Vehicle Manufacturer Group and who is party to a Vehicle Manufacturer Purchase Agreement in respect of such Vehicle with (i) in respect of Spain, France, The Netherlands and Italy, any relevant FleetCo and (ii) in respect of Germany and The Netherlands, German Opco and Dutch Opco respectively.

(i)	the relevant Vehicle Manufacturer has failed to pay when due pursuant to the terms of the relevant Vehicle Manufacturer Programmes and:

(a)	such failure continues unremedied for a period of 30 calendar days or more, the Euro Equivalent of €30,000,000 at such time;

(b)

such amounts are not being contested in good faith by such Vehicle Manufacturer as evidenced in writing questioning the accuracy of amounts paid or payable with respect to certain Vehicles subject to Vehicle Manufacturer Programmes entered into by such Vehicle Manufacturer, (but excluding amounts arising pursuant to a general repudiation by such Vehicle Manufacturer of all of its obligations under all of its Vehicle Manufacturer Programmes with such FleetCo); and

(c)	such FleetCo has not established an adequate reserve (as determined by such FleetCo, acting reasonably) in respect of such amounts; or

(ii)	any of the Vehicle Manufacturer Insolvency Events, Vehicle Manufacturer Insolvency Proceedings or Execution or Distress Events occurs in respect of such Vehicle Manufacturer and/or the Vehicle Manufacturer Group Head Entity of the Vehicle Manufacturer Group of which such Vehicle Manufacturer is a member.

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(a)	any corporate action, legal proceedings or other procedure or step is taken or threatened in relation to:

(i)

bankruptcy, insolvency or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent (including, without limitation, with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in Italy, any liquidazione, procedura concorsuale (fallimento, concordato preventivo, liquidazione coatta amministrativa, amministrazione straordinaria or ristrutturazione industriale delle grandi imprese in stato di insolvenza), cessione dei beni ai creditori or any other similar proceedings)), adjustment, winding-up, examinership, liquidation, dissolution, emergency regulations, legal de-merger, declaration or other relief with respect to it or its debts; or

(ii)	any expropriation, attachment, sequestration, distress or execution affecting any asset or assets of such Vehicle Manufacturer; or

(iii)	enforcement of any Security Interests over any assets of such Vehicle Manufacturer,

(b)	the furtherance of, or acquiescence in, any of the acts in paragraph (a) above by such Vehicle Manufacturer;

(c)	the value of the assets of such Vehicle Manufacturer is less than the amount of its liabilities, taking into account its contingent and prospective liabilities;

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(d)	such Vehicle Manufacturer is or becomes unable to pay its debts as they fall due or insolvent or such Vehicle Manufacturer admits its inability to pay its debts as they fall due; and

(e)	with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in Germany:

(i)

such Vehicle Manufacturer is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness and/or is unable to pay its debts as they fall due (zahlungsunfähig) within the meaning of Section 17 of the German Insolvency Code (Insolvenzordnung);

(ii)	such Vehicle Manufacturer is overindebted (überschuldet) within the meaning of Section 19 of the German Insolvency Code (Insolvenzordnung); and/or

(iii)	a moratorium is declared in respect of any indebtedness of such Vehicle Manufacturer.

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, examinership, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Vehicle Manufacturer;

(b)	a composition, compromise, assignment or arrangement with any creditor of any Vehicle Manufacturer;

(c)

the appointment of a liquidator, receiver, examiner, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Vehicle Manufacturer or any of its assets (including, without limitation, with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in Italy, a curatore, commissario giudiziale, commissario straordinario, commissario liquidatore or any other Vehicle Manufacturer performing the same function);

(d)	enforcement of any Security over any assets of any Vehicle Manufacturer;

(e)	with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in Germany:

(i)	a petition for insolvency proceedings in respect of its assets (Eröffnungsantrag) has been filed or any event has occurred which constitutes a cause for the initiation of insolvency proceedings (Eröffnungsantrag) as set out in Sections 17 et seq. of the German Insolvency Code (Insolvenzordnung); or

(ii)	any action has been taken pursuant to Section 21 of the German Insolvency Code (Insolvenzordnung) by a competent court;

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(f)	with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in France, any "mandat ad hoc", "procédure de conciliation", "procédure de sauvegarde", "procédure de redressement judiciaire", "procédure de liquidation judiciaire" as set out under "LIVRE VI" of the French Code de commerce;

(g)	with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in The Netherlands, any faillissement, surseance van betaling, noodregeling and ontbinding and the appointment of a curator or bewindvoerder;

(h)

with respect to any Vehicle Manufacturer which is subject to insolvency proceedings in Italy, any bankruptcy proceedings (faillimento) or any other insolvency proceedings (procedura concorsuale) provided under Italian Royal Decree 16 March 1942, No. 267, including any arrangement with creditors prior to bankruptcy (accordo di ristrutturazione di debiti and/or piano di risanamento attestato and/or concordato preventive and/or transazione fiscale),

(d)	any "other procedure or step" includes solicitud de inicio de procedimento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial.

(a)	any purchase agreement between such FleetCo and a Vehicle Manufacturer entered into prior to the date hereof with respect to any Vehicle; and

(b)

any purchase agreement between such FleetCo and a Vehicle Manufacturer entered into on or after the date hereof with respect to any Vehicle, provided that such agreement is consistent with the Vehicle Manufacturer Purchase Agreement and Vehicle Manufacturer Buy-Back Agreement existing on the Signing Date with such Vehicle Manufacturer (if any) taking into consideration any change in the relevant Vehicle Manufacturer's policy or, in the absence of such Vehicle Manufacturer Purchase Agreement, is in form and substance

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(i)	the occurrence of an event referred to in paragraph (c) or paragraph (e) under the definition of "Insolvency Proceedings" in respect of any Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco, provided that:

(a)	the reference to a meeting of such person in paragraph (c) shall mean a meeting convened by the directors of the relevant Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco; and

(b)	the reference to protection granted (including any moratorium) from its creditors under paragraph (e) shall mean protection granted by or at the request of the relevant Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco or any of their directors;

(ii)

(A) the occurrence of an event referred to in paragraph (b)(i)(y) under the definition of "Insolvency Proceedings" in respect of any Italian Opco, Dutch Opco, French Opco and Spanish Opco or (B) the occurrence of an event referred to in paragraph (b)(i)(x) or paragraph (b)(ii) under the definition of "Insolvency Proceedings" in respect of Italian FleetCo or French FleetCo, provided, in each case, that the reference to a corporate action, legal proceedings or other procedure or step of such person in the relevant sub-paragraph (b) of the definition of "Insolvency Proceedings" shall mean a corporate action, legal proceedings or other procedure or step taken by or at the request of any Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco (as applicable) or any of their directors;

(iii)

the occurrence of an event in respect of any Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco referred to in paragraph (i) of the definition of "Insolvency Proceedings" which has an effect equivalent or substantially similar to any of those mentioned in paragraph (b)(i)(y), paragraph (b)(i)(x), paragraph (b)(ii), paragraph (c) or paragraph (e) of the definition of "Insolvency Proceedings", as applicable, in each case where such event occurs at the request of or on the application by the directors of the relevant Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco;

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(iv)

the occurrence of an event referred to in paragraph (g) of the definition of "Insolvency Proceedings" in respect of any Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco where the Insolvency Official referred to therein is appointed at the request of, or the application to appoint the Insolvency Officer referred to therein has been made by, the directors of the relevant Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco; or

(v)	any Italian Opco, Italian FleetCo, Dutch Opco, French Opco, French FleetCo or Spanish Opco is or becomes Insolvent as per paragraph (b) or paragraph (c) of the definition of "Insolvent".

(i)	in the case of an interest rate Treasury Transaction, the fixed rate (per annum) payable by the Issuer to the Issuer Hedge Counterparties as scheduled payments in accordance with the relevant Issuer Hedging Agreement; and

(ii)	in the case of an interest rate cap Treasury Transaction, the interest rate cap rate (per annum) set out in the relevant Issuer Hedging Agreement,

2	Principles of Interpretation and Construction

2.1	references to:

(i)	such Relevant Document:

(a)

are to such Relevant Document (as from time to time amended, varied, supplemented, modified, suspended, assigned or novated, in each case, however fundamental and in accordance with such Relevant Document) and any other document executed in accordance with such Relevant Document (as from time to time so amended, varied, supplemented, modified, suspended, assigned or novated, in each case, however fundamental) and expressed to be supplemental to such Relevant Document; and

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(ii)

any other agreement, deed, instrument, licence, code or other document, or to a provision contained in any of these, shall be construed, at the particular time, as a reference to it as it may then have been amended, varied, supplemented, modified, suspended, assigned or novated, in each case, however fundamental and, in respect of the FleetCo Facility Agreements, the VFN Funding Agreement and the Issuer Note Issuance Facility Agreement, shall include all amendments, variations, supplements, modifications, suspensions, assignments or novations providing for further FleetCo Advances or Senior Advances (as applicable);

(iii)	any party to any Transaction Document include its successors in title, permitted assigns and permitted transferees;

(iv)	"Senior Notes" are to the Senior Notes for the time being outstanding and include any replacement Senior Notes issued pursuant to the Issuer Note Issuance Facility Agreement;

(v)	fees costs, charges or expenses include any value added, turnover or similar tax charged in respect thereof;

(vi)	an action, remedy or method of judicial proceedings for the enforcement of creditors' rights include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto;

(vii)	a statute or statutory provision include that statute or provision as from time to time modified, re-enacted or consolidated;

(viii)	a "judgment" include any order, injunction, determination, award or other judicial or arbitral measure in any jurisdiction;

(ix)	a "person" include any company, partnership or unincorporated association (whether or not having separate legal personality);

(x)	a "company" include any company, corporation or body corporate, wherever incorporated;

(xi)	"assets" include present and future properties, revenues and rights of every description;

(xii)	"indebtedness" include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(xiii)	a "regulation" include any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiv)	"the service of an Issuer Enforcement Notice" mean the giving of an Issuer Enforcement Notice to the Issuer in accordance with clause 8.1 (Notification of

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(xv)	"the service of an FleetCo Enforcement Notice" mean the giving of a FleetCo Enforcement Notice to the relevant FleetCo in accordance with clause 8.1 (Notification of Enforcement) of the relevant FleetCo Deed of Charge;

(xvi)	"the FleetCo in a/each/the relevant/such Country" shall mean, in the context of Dutch FleetCo, either Dutch FleetCo's Vehicle Fleet in Germany, Dutch FleetCo's Vehicle Fleet in The Netherlands or Dutch FleetCo, Spanish Branch's Vehicle Fleet in Spain, as applicable;

(xvii)

"Dutch FleetCo" shall, in the context of Dutch FleetCo's activities in relation to the Spanish Vehicle Fleet, mean Dutch FleetCo, Spanish Branch and, in all other contexts, Dutch FleetCo acting through its headquarters in The Netherlands, provided further that, for the avoidance of doubt, a reference to Dutch FleetCo in the Transaction Documents shall always be a reference to the Dutch FleetCo in relation to its Vehicle Fleet in Spain, Germany or The Netherlands and provided further that a reference to Dutch FleetCo's Vehicle Fleet in the Netherlands shall mean the Vehicle Fleet Dutch FleetCo has purchased from Dutch Opco, a reference to Dutch FleetCo's Vehicle Fleet in Germany shall mean the Vehicle Fleet Dutch FleetCo has purchased from German Opco and a reference to Dutch FleetCo, Spanish Branch's Vehicle Fleet in Spain shall mean the Vehicle Fleet owned by Dutch FleetCo, Spanish Branch, as the context may require, unless expressly specified otherwise;

(xviii)

in respect of a Country Repayment Option, a Spain Repayment Option, an Italy Repayment Option or a France Repayment Option, "exercise", "exercises" or "exercised" shall mean the delivery of the TRO Proceeds Confirmation by the Issuer (or the Issuer Cash Manager on its behalf) to the Transaction Agent, the Central Servicer and Finco in accordance with clause 6 (Country Repayment Option) of the Framework Agreement;

(xix)	an "Act" of parliament or any other governmental authority is a reference to such act as amended superseded, supplemented or replaced from time to time;

(xx)	an "amendment" includes a supplement, novation, restatement or re-enactment and "amended" will be construed accordingly;

(xxi)	an "approval" shall be construed as a reference to any approval, consent, authorisation, exemption, permit, licence, registration, filing or enrolment by or with any competent authority;

(xxii)	an "authorisation" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

(xxiii)	a "currency" is a reference to the lawful currency for the time being of the relevant country;

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(xxiv)	"disposal" means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and "dispose" will be construed accordingly;

(xxv)	any reference in the Transaction Documents to an action being "contemplated by", "contemplated under" or similar references in a Transaction Document shall, for the avoidance of doubt, not include an action which is expressly prohibited in such Transaction Document;

(xxvi)	"set-off" shall include analogous rights in other relevant jurisdictions;

(xxvii)	"repay", "redeem" and "pay" shall each include both of the others and cognate expressions shall be construed accordingly;

(xxviii)	a "successor" of any party shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of the jurisdiction of incorporation or domicile of such party has assumed the rights and obligations of such party under any Transaction Document or to which, under such laws, such rights and obligations have been transferred;

(xxix)	all references to the "Companies Act 2014 " are to such legislation, each as may be modified, re-enacted, consolidated or superseded; and

(xxx)

"acting reasonably" or similar references means, in relation to the FleetCo Security Agent or the Transaction Agent (a) acting on the instructions of any of the Senior Noteholders pursuant to and in accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent) of the Framework Agreement and clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement or (b) acting in a reasonable manner;

(xxxi)

"consent or approval not to be unreasonably withheld" or similar references mean, in relation to the FleetCo Security Agent or the Transaction Agent, that, in determining whether to give such consent or approval, the FleetCo Security Agent or the Transaction Agent (as applicable) shall have regard to the time necessary to seek and act upon the instructions of the Senior Noteholders pursuant to and in accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent) of the Framework Agreement and clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement;

(xxxii)

"may reasonably direct", "may reasonably request" or "may reasonably require" or similar references means, in relation to the FleetCo Security Agent or the Transaction Agent, such directions or requests acting on the instructions of any of the Senior Noteholders pursuant to and in accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent) of the Framework Agreement and clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement;

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(xxxiii)

the ratings of Vehicle Manufacturers in "Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo holds enforceable title)", "Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo does not hold enforceable title)", "Non-Investment Grade Vehicle Manufacturer", "Investment Grade Vehicle Manufacturer", "Investment Grade Vehicle Manufacturer Receivables", "Investment Grade Programme Vehicles", "Investment Grade Non-Programme Vehicles", "Non-Investment Grade Programme Vehicles", "Non-Investment Grade Non-Programme Vehicles" or any other ratings of Vehicle Manufacturers referred to in such definition or the definitions of "Credit Enhancement Matrix", "Concentration Limit" or related definitions shall mean, in respect of any date, such rating of the relevant Vehicle Manufacturer on the immediately preceding Calculation Date or the immediately preceding Intra-Month Cut-off Date, as applicable;

(xxxiv)

the English Transaction Documents shall, in the context of (i) the Dutch FleetCo Deed of Charge, exclude the FleetCo Spanish Facility Agreement, the FleetCo German Facility Agreement, the Spanish FleetCo Deed of Charge, the German FleetCo Deed of Charge and the FleetCo Security Powers of Attorney granted under the Spanish FleetCo Deed of Charge and the German FleetCo Deed of Charge; (ii) the German FleetCo Deed of Charge, exclude the FleetCo Spanish Facility Agreement, the FleetCo Dutch Facility Agreement, the Spanish FleetCo Deed of Charge, the Dutch FleetCo Deed of Charge and the FleetCo Security Powers of Attorney granted under the Spanish FleetCo Deed of Charge and the Dutch FleetCo Deed of Charge; and (iii) the Spanish FleetCo Deed of Charge, exclude the FleetCo Dutch Facility Agreement, the FleetCo German Facility Agreement, the Dutch FleetCo Deed of Charge, the German FleetCo Deed of Charge and the FleetCo Security Powers of Attorney granted under the Dutch FleetCo Deed of Charge and the German FleetCo Deed of Charge;

(xxxv)

items (i) (Framework Agreement), (ii) (Master Definitions Agreement), (iii) (Funds Flow Agreement), (iv) (Tax Deed of Covenant), (xiii) (Central Servicing Agreement), (xiv) (FleetCo Back-up Cash Management Agreement), (xvi) (Finco Payment Guarantee), (xvii) (Parent Performance Guarantee), (xx) (Liquidation Agency Agreement) and (xxiv) (Lessor Power of Attorney) of the English Transaction Documents shall: (x) in the definition of Dutch FleetCo Deed of Charge and in the context of enforcement of the Dutch FleetCo Dutch Secured Property (as applicable) be construed as references to such items to the extent of the Dutch FleetCo Level Dutch Advances Proportion only; (y) in the definition of Spanish FleetCo Deed of Charge and in the context of enforcement of the Dutch FleetCo Spanish Secured Property (as applicable), be construed as references to such items to the extent of the Dutch FleetCo Level Spanish Advances Proportion only; and (z) in the definition of German FleetCo Deed of Charge and in the context of enforcement of the Dutch FleetCo German Secured Property (as applicable), be construed as references to such items to the extent of the Dutch FleetCo Level German Advances Proportion only; and

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(xxxvi)	the proceeds of enforcement of any security over the Dutch FleetCo Share Pledge and the Dutch FleetCo Management Documents shall be construed as being to the extent of the Dutch FleetCo Level Dutch Advances Proportion, Dutch FleetCo Level Spanish Advances Proportion or the Dutch FleetCo Level German Advances Proportion, as appropriate.

2.2	use of the singular shall include the plural and vice versa;

2.3	headings are for ease of reference only and shall be ignored in interpreting such Relevant Document;

2.4	all notices to be given by any Party and all other communications and documentation which are in any way relevant to such Relevant Document or the performance or termination of such Relevant Document shall be in the English language;

2.5	any statement qualified by reference to a party's state of knowledge, belief or awareness shall be deemed to include an additional statement that, before making it, the relevant party has made such enquiry as it would be reasonable to expect it to have made;

2.6	the words "include" and "including" are to be construed without limitation;

2.7	time shall be of the essence of such Relevant Document; and

2.8	a Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

3	Incorporation of Common Terms and Clause 24 of the Framework Agreement

4	Governing Law and Jurisdiction

4.1	This Agreement and any non-contractual obligations arising out of it or in connection with it shall be governed by English law.

4.2

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement may be brought in such courts. The Parties irrevocably submit to the jurisdiction of such courts and waive any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are for the benefit of the Issuer Security Trustee, the FleetCo Security Agent and the Transaction

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5	Enforcement

5.1	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).

5.2	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.

5.3

This Clause 5 (Enforcement) is for the benefit of the Issuer Secured Creditors and the FleetCo Secured Creditors only. As a result, no Issuer Secured Creditor and no FleetCo Secured Creditor shall 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.

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(1)	CARFIN FINANCE INTERNATIONAL DAC, a designated activity company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the "Issuer" and the "FCT Noteholder");

(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "Transaction Agent" and the "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 (Opcos, Servicers and Lessees) of Schedule 1 (The Parties) including AVIS BUDGET ITALIA S.P.A. (as "VAT Sharing Italian Opco", in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

(6)	THE FLEETCOS listed in Part 2 (FleetCos) of Schedule 1 (The Parties);

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

(8)	AVIS FINANCE COMPANY LIMITED ("Finco", the "Subordinated Lender", the "Central Servicer", the "Dutch VAT Lender", the "Avis Italian VAT Lender" and the "Maggiore 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 (The Account Banks) of Schedule 1 (The Parties);

(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" and the "FleetCo Back-up Cash Manager");

(12)	THE SENIOR NOTEHOLDERS listed in Part 4 (The Senior Noteholders) of Schedule 1 (The Parties); (the "Senior Noteholders");

(13)	INTERTRUST FINANCE MANAGEMENT (IRELAND) LIMITED (the "Issuer Corporate Services Provider" and the "FleetCo Holdings Corporate Services Provider");

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(14)	CARFIN FINANCE HOLDINGS DAC, a designated activity company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, 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)	FISERV AUTOMOTIVE SOLUTIONS, INC., a company duly incorporated under the laws of Delaware with registered number 2403201 (the "Liquidation Agent");

(17)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "French Intermediary Bank" and the "FCT Servicer");

(18)	FCT CARFIN (the "FCT") represented by EUROTITRISATION (the "FCT Management Company");

(19)	CACEIS BANK FRANCE (the "FCT Custodian");

(20)	DEUTSCHE BANK AG, a company incorporated under the laws of Germany (the "Initial Issuer Hedge Counterparty") and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "Acceding Issuer Hedge Counterparty" and, together with the Initial Issuer Hedge Counterparty, the "Issuer Hedge Counterparties"); and

(21)	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"),

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1	Definitions and Interpretation

1.1	Amendment and Restatement

1.1.1

The parties hereto have agreed to amend and restate the terms of the framework agreement dated 5 March 2013 between, inter alios, the Issuer and the Transaction Agent (as amended pursuant to an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated pursuant to a master amendment and restatement deed dated 21 May 2014 and a master amendment and restatement deed dated 16 April 2015, a master amendment and restatement deed dated 16 April 2016, and a master amendment and restatement deed dated 16 May 2017, the "Original Framework Agreement") as set out herein with effect, subject to Clause 2.3.4, from the date hereof (the "Amendment Date"). As at the Amendment Date, any future rights or obligations (excluding such rights and obligations accrued prior to the Amendment Date) of a party under the Original Framework Agreement shall be extinguished and shall instead be governed by this Agreement.

1.1.2

Notwithstanding anything to the contrary contained herein, if for any reason this Agreement fails to be effective on the Amendment Date pursuant to this Clause 1.1 (Amendment and Restatement), this Agreement shall terminate and be replaced by the Original Framework Agreement as existed prior to the date hereof and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed immediately prior to the date hereof.

1.2	Definitions

1.3	Construction

1.3.1	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 Agreement.

1.3.2	Unless a contrary indication appears, a reference in this Agreement to the "Issuer", the "Arranger", the "Transaction Agent", the "Issuer Security Trustee", the "FleetCo Security Agent", "German Opco", "Spanish Opco", an "Italian Opco", "Avis Italian Opco", "Maggiore Italian Opco", "Dutch Opco", "French Opco", "Central Servicer", "Spanish Servicer", "Italian

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1.4	Inconsistencies with other Transaction Documents

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2	Drawdown and Accession Conditions

2.1	Initial Conditions Precedent

2.1.1

Senior Advances: The Issuer may borrow a Senior Advance under the Issuer Note Issuance Facility only if, on or before the first Senior Advance Drawdown Date, (i) the Transaction Agent has received copies of the documents and evidence relating to a Senior Advance set out in Part 1 (Conditions Precedent to the Initial Senior Advance and the Initial FleetCo Advance) of Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the Transaction Agent and (ii) all the other conditions precedent in Part 1 (Conditions Precedent to the Initial Senior Advance and the Initial FleetCo Advance) of Schedule 2 (Conditions Precedent) are otherwise complied with to the satisfaction of the Transaction Agent.

2.1.2

FleetCo Advances: Dutch FleetCo, Italian FleetCo and Dutch FleetCo, Spanish Branch may borrow a FleetCo Advance under the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement and the FleetCo Spanish Facility Agreement, respectively, only if, on or before the first FleetCo Advance Drawdown Date, (i) the Issuer and the FleetCo Security Agent have received copies of the documents and evidence relating to a FleetCo Advance set out in Part 1 (Conditions Precedent to the Initial Senior Advance and the Initial FleetCo Advance) of Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the FleetCo Security Agent and (ii) all the other conditions precedent in Part 1 (Conditions Precedent to the Initial Senior Advance and the Initial FleetCo Advance) of Schedule 2 (Conditions Precedent) are otherwise complied with to the satisfaction of the Transaction Agent.

2.1.3

VFN Advances: The FCT may borrow a VFN Advance under the VFN Funding Agreement only if, on or before the Initial VFN Funding Date, (i) the Issuer and the Transaction Agent have received copies of the documents and evidence relating to a VFN Advance set out in Part 5 (Conditions Precedent to the Initial French Funding Date) of Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the Transaction Agent and (ii) all the other conditions precedent in Part 5 (Conditions Precedent to the Initial French Funding Date) of Schedule 2 (Conditions Precedent) are otherwise complied with to the satisfaction of the Transaction Agent.

2.2	Further Conditions Precedent

2.2.1

Senior Advances: Subject to Clause 2.1 (Initial Conditions Precedent), the Senior Noteholders shall only be obliged to comply with Clause 7 (Utilisation) of the Issuer Note Issuance Facility Agreement to make Senior Advance(s) available to the Issuer under the Issuer Note Issuance Facility Agreement, if on or before the proposed Senior Advance Drawdown Date, (i) the Transaction Agent has received copies of the documents and evidence set out in Part 2

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2.2.2

FleetCo Advances: Subject to Clause 2.1 (Initial Conditions Precedent), the Issuer or the French Intermediary Bank (as applicable) shall only be obliged to comply with Clause 3 (Availability of FleetCo Advances) of the relevant FleetCo Facility Agreement to make FleetCo Advance(s) available to the relevant FleetCo under the relevant FleetCo Facility Agreement, if on or before the proposed FleetCo Advance Drawdown Date, (i) each of the Issuer or the French Intermediary Bank (as applicable) and the FleetCo Security Agent has received copies of the documents and evidence set out in Part 2 (Subsequent Conditions Precedent to Senior Advances, FleetCo Advances and VFN Advances) of Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the FleetCo Security Agent and (ii) all the other conditions precedent in Part 2 (Subsequent Conditions Precedent to Senior Advances, FleetCo Advances and VFN Advances) of Schedule 2 (Conditions Precedent) are otherwise complied with to the satisfaction of the Transaction Agent. Notwithstanding the foregoing if a FleetCo Advance to be made to the relevant FleetCo under the relevant FleetCo Facility Agreement is to funded solely by Issuer Subordinated Advances drawn under the Issuer Subordinated Facility Agreement and not through Senior Advances drawn under the Issuer Note Issuance Facility Agreement, the Central Servicer shall be entitled to waive the requirement to provide copies of the documents and evidence set out in Part 2 (Subsequent Conditions Precedent to Senior Advances, FleetCo Advances and VFN Advances) of Schedule 2 (Conditions Precedent) to the Issuer and the FleetCo Security Agent with respect to such FleetCo Advance only.

2.2.3

VFN Advances: Subject to Clause 2.1 (Initial Conditions Precedent), the Issuer shall only be obliged to comply with Clause 5 (Funding of VFN Advances) of the VFN Funding Agreement to make a VFN Advance available to the FCT under the VFN Funding Agreement, if on or before the proposed VFN Advance Drawdown Date, (i) each of the Issuer and the Transaction Agent has received copies of the documents and evidence set out in Part 2 (Subsequent Conditions Precedent to Senior Advances, FleetCo Advances and VFN Advances) of Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the Transaction Agent and (ii) all the other conditions precedent in Part 2 (Subsequent Conditions Precedent to Senior Advances, FleetCo Advances and VFN Advances) of Schedule 2 (Conditions Precedent) are otherwise complied with to the satisfaction of the Transaction Agent.

2.3	Accession and Funding Date Conditions

2.3.1	Accession Date: The Dutch Accession Date and the French Accession Date shall be conditional upon the conditions precedent in Part 3 (Conditions Precedent to Dutch Accession

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2.3.2	Initial Dutch Funding Date: The Initial Dutch Funding Date shall be conditional upon the conditions precedent in Part 4 (Conditions Precedent to Initial Dutch Funding Date) of Schedule 2 (Conditions Precedent) being complied with to the satisfaction of the Transaction Agent.

2.3.3	Initial French Funding Date: The Initial French Funding Date shall be conditional upon the conditions precedent in Part 5 (Conditions Precedent to Initial French Funding Date) of Schedule 2 (Conditions Precedent) being complied with to the satisfaction of the Transaction Agent.

2.3.4	Maggiore Accession Date: The Maggiore Accession Date shall be conditional upon the conditions precedent in Part 6 (Conditions Precedent to Maggiore Accession) of Schedule 2 (Conditions Precedent) being complied with to the satisfaction of the Transaction Agent.

2.3.5

Initial Maggiore Funding Date: The Initial Maggiore Funding Date shall be conditional upon the conditions precedent in Part 7 (Conditions Precedent to Initial Maggiore Funding Date) of Schedule 2 (Conditions Precedent) being complied with to the satisfaction of the Transaction Agent at least two Business Days before the submission of the first FleetCo Drawdown Notice under the FleetCo Italian Facility Agreement with respect to the purchase of any Maggiore Vehicles.

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3	Representations and Warranties

3.1	Issuer Representations and Warranties

(a)	each Issuer Payment Date;

(b)	the date of each Senior Advance Drawdown Notice (other than the Senior Advance Drawdown Notice delivered prior to the Initial Funding Date);

(c)	each Senior Advance Drawdown Date (other than the Initial Funding Date); and

(d)	the first day of each Senior Advance Interest Period.

3.1.1	Compliance with Issuer Borrowing Base Test

3.1.2	Incorporation

3.1.3	Management and Administration

3.1.4	Independent Director

3.1.5	Centre of Main Interests

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3.1.6	No Establishment

3.1.7	Taxes – Issuer

(i)	The Issuer is, and has been since the date of its incorporation, resident for tax purposes solely in Ireland and it has filed all tax returns required to be filed in any applicable jurisdiction within applicable time limits and has paid all taxes payable by it to the extent they have become due.

(ii)	FATCA representations: The Issuer will not be required to make any FATCA Deduction on payments it makes under the Issuer Transaction Documents.

3.1.8	No Subsidiaries, Employees or Premises

3.1.9	Capitalisation

3.1.10	Ownership

3.1.11	No Distributions

3.1.12	Financial Statements

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3.1.13	Litigation

3.1.14	Solvency

3.1.15	No Adverse Change

(i)	As at the Initial Funding Date, since the date of its incorporation, there has been no material adverse change to:

(a)	the condition (financial or other), prospects, results, operations or general affairs of the Issuer;

(b)	the validity, legality or enforceability of any Transaction Document; or

(c)	the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority or ranking of that Security.

(ii)

On each date that this representation is deemed to be repeated by the Issuer and since the date such representation was previously deemed to be repeated, there has been no event which has resulted in or will result in a Material Adverse Effect to the Issuer. For the purposes of such repetition of this representation, references to "As at the Initial Funding Date" in paragraph (i) above shall be taken to refer to the date that such representation is deemed to be repeated.

3.1.16	Accounting Reference Date

3.1.17	No Misleading Information

(i)	All information provided by the Issuer or on its behalf to the Transaction Agent, the Issuer Security Trustee or the Arranger in connection with the Issuer Transaction Documents, whether or not provided on or before the Signing Date is, accurate and not misleading in any material respect, including, but not limited to, by virtue of omission, at the date it was provided;

(ii)

all financial information provided by the Issuer to the Issuer Security Trustee or the Arranger on or before the Signing Date is prepared in good faith on the basis of assumptions which are reasonable at the time it was prepared as supplied, provided that, if any information required is a certificate or report, the form of which is specified in the Issuer Transaction Documents, such information included in the relevant certificate or report is full and complete as required in the relevant form.

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3.1.18	Issuer’s Activities

(i)	those incidental to its registration under the laws of Ireland;

(ii)	various changes to its directors, secretary, registered office and constitutive documents;

(iii)	increases in its authorised and issued share capital;

(iv)	changes to its name;

(v)	the authorisation and entry into the documents relating to the Senior Notes, the Issuer Subordinated Facility Agreement and other Issuer Transaction Documents and the performance of its obligations and any other action taken thereunder or incidental thereto;

(vi)	the loan made to D’Ieteren Services SA on 13 November 2008 which was fully repaid and D’Ieteren Services SA’s and the Issuer’s obligations thereunder were irrevocably and unconditionally discharged and terminated on 23 December 2008;

(vii)	the loan made by D’Ieteren Services SA to the Issuer on 13 November 2008 which was fully repaid and D’Ieteren Services SA’s and the Issuer’s obligations thereunder were irrevocably and unconditionally discharged and terminated on 23 December 2008;

(viii)	the purchase of the shares representing 20 per cent. of the shareholding in Italian FleetCo under the share purchase agreement dated 1 March 2013;

(ix)	the purchase of the shares representing 25 per cent. of the shareholding in SPV Project 81 S.R.L. which has since been liquidated; and

(x)	the activities referred to in or contemplated by the Relevant Transaction Documents to which it is party.

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3.1.19

The Issuer does not conduct a “specified property business” within the meaning of Section 110 of the Taxes Consolidations Act 1997 of Ireland (the “TCA”). A “specified property business” for this purpose means, subject to a number of exceptions, the holding or managing of “specified mortgages”, units in an IREF (being a specific form of investment undertaking within the meaning of Chapter 1B of Part 27 of the TCA), or shares that derive their value or the greater part of their value, directly or indirectly, from Irish land. A “specified mortgage” for this purpose is (a) a loan which is secured on, and which derives its value from, or the greater part of its value from, directly or indirectly, Irish land, (b) a “specified agreement” (within the meaning of Section 110 of the TCA) which derives all of its value, or the greater part of its value, directly or indirectly, from Irish land or a loan to which (a) applies, or (c) the portion of a “specified security” (within the meaning of Section 110 of the TCA) that is attributable to the specified property business in accordance with these rules.

3.1.20	Consents

3.1.21	No Governmental Investigation

3.1.22	Corporate Benefit

3.1.23	Corporate Power

(i)	enter into each Issuer Transaction Document;

(ii)	issue the Senior Notes;

(iii)	borrow Issuer Subordinated Advances; and

(iv)	create and grant the Issuer Security,

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3.1.24	Authorisation

(i)	to enable the Issuer lawfully to enter into each Issuer Transaction Document and to issue the Senior Notes;

(ii)	to enable the Issuer lawfully to exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Issuer Transaction Documents;

(iii)	to ensure that the obligations expressed to be assumed by it in the Issuer Transaction Documents are legal, valid, binding and enforceable against it and that the Issuer Security is perfected; and

(iv)	to make the Issuer Transaction Documents admissible in evidence in Ireland,

3.1.25	Execution

3.1.26	No Breach of Law or Contract

(i)	the Issuer’s constitutive documents;

(ii)	subject to the Reservations, any Requirement of Law or any requirement or direction of any governmental or regulatory authority; or

(iii)	any agreement, indenture, contract, mortgage, deed or other instrument to which the Issuer is a party or which is binding on it or any of its assets.

3.1.27	Valid and Binding Obligations

3.1.28	Beneficial Owner

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3.1.29	Issuer Security

(i)

Upon execution of the Issuer Security Documents and subject to the Reservations and the registration of the Issuer Security Documents with the Companies Registration Office in Ireland within 21 days of their execution, all of the Issuer’s obligations, rights and interests (including those in the Senior Notes) will be secured by and in accordance with the Issuer Deed of Charge and the Issuer Security Documents.

(ii)	No other security interest exists over or in respect of any asset of the Issuer, other than Security Interest secured by and in accordance with the Issuer Deed of Charge and the Issuer Security Documents.

(iii)

The creation by the Issuer of the security over its assets and undertaking in accordance with the provisions of the Issuer Deed of Charge and the Issuer Security Documents will not render the Issuer liable to offer or extend the benefit of such security to any persons other than the Issuer Security Trustee (as trustee on behalf of the creditors expressed to be secured by the Issuer Deed of Charge and the Issuer Security Documents).

3.1.30	Compliance with Issuer Transaction Documents

3.1.31	Ranking of Claims

3.1.32	Choice of Law

3.1.33	Filings

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3.1.34	Consents

3.1.35	Compliance

3.1.36	Taxes – Senior Notes and Transaction Documents

(i)	It is not necessary that any stamp, registration or similar tax be paid on or in relation to the Issuer Transaction Documents or any of them.

(ii)	The Issuer will not be required to make any Tax Deduction from any payment of principal or interest by it in respect of the Senior Notes.

3.1.37	Issuer Events of Default

3.1.38	Non-Petition and Limited Recourse

3.1.39	Maintenance of Issuer Reserve Required Amount

3.1.40	Volcker Rule

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3.1.41	Anti-bribery, anti-corruption and anti-money laundering

(i)	Neither it nor any of its directors or officers has engaged in any activity or conduct which would violate any applicable Anti-Corruption Laws or applicable Sanctions.

(ii)	To the best of the Issuer’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Issuer, or any of its directors, associated party or person acting on their behalf in relation to a breach of the Anti-Corruption Laws.

3.1.42	Sanctions

3.2	Representations and Warranties of the Avis Obligors

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(i)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Determination Date;

(ii)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Payment Date;

(iii)	the date of each FleetCo Advance Drawdown Notice (other than the FleetCo Advance Drawdown Notice delivered prior to the Initial Funding Date);

(iv)	each Original FleetCo Advance Drawdown Date;

(v)	(f applicable) each Deemed FleetCo Advance Drawdown Date; and

(vi)	the first day of each FleetCo Advance Interest Period.

3.2.1	Status, Power and Authority

(i)	It is a limited liability company, corporation or partnership, as the case may be, duly organised and validly existing under the laws of its jurisdiction of incorporation.

(ii)	It is duly qualified and is authorised to do business and, in jurisdictions having a concept of good standing, is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications.

(iii)	It has the power and capacity to own its assets and carry on its business as it is being conducted.

(iv)	It has the power and capacity to enter into, deliver and perform, and has taken all necessary action (including, where required under applicable law, consulting with, or

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3.2.2	Claims Pari Passu

3.2.3	Governing Law and Judgments

3.2.4	Validity and admissibility in evidence

(i)	subject to the Reservations, all Authorisations required:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party; and

(b)	to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

(ii)	all Authorisations necessary for the conduct of its business, trade and ordinary activities have been obtained or effected and are in full force and effect, provided that such Authorisations are only required to the extent that failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

3.2.5	No Filing or Stamp Taxes

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3.2.6	FATCA representations

3.2.7	Binding Obligations

3.2.8

Each of the representations and warranties in this Clause 3.2 (Representations and Warranties of the Avis Obligors) made by the relevant Avis Obligor as specified above (other than the representations and warranties contained in Clauses 3.2.6 (FATCA representations), 3.2.9(i), 3.2.9(ii) and 3.2.15) is deemed to be repeated by the relevant Avis Obligor and the representation and warranty contained in Clause 3.2.6 (FATCA representations)) is deemed to be repeated by Avis Europe, in each case, to the FleetCo Security Agent (for itself and on behalf of the other FleetCo Secured Creditors), by reference to the facts and circumstances then existing, on:

(i)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Determination Date;

(ii)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Payment Date;

(iii)	the date of each FleetCo Advance Drawdown Notice (other than the FleetCo Advance Drawdown Notice delivered prior to the Initial Funding Date);

(iv)	each Original FleetCo Advance Drawdown Date;

(v)	(if applicable) each Deemed FleetCo Advance Drawdown Date; and

(vi)	the first day of each FleetCo Advance Interest Period.

3.2.9	Financial Statements

(i)

The Original Financial Statements with respect to the Avis Europe Group were prepared in accordance with Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of the companies to which they relate at the date as of which they were delivered to the Transaction Agent and, to the best of its knowledge, the factual information (excluding, for the avoidance of doubt, any matters of opinion) contained in the Original Financial Statements with respect to the Avis Europe Group was, at the date of delivery to the Transaction Agent, true, accurate and complete in all material respects and not misleading in any material respect.

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(ii)

As at the date as of which its Original Financial Statements were prepared, it did not have any liabilities, including off-balance sheet commitments (required to be disclosed or reserved pursuant to applicable local GAAP (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein and, to the best of its knowledge, the Avis Europe Group had no unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

(iii)

The most recent financial statements (or, in the case of German Opco, those of AVIS Autovermietung Beteiligungsgesellschaft mbH, Oberursel) delivered pursuant to Clause 3.3.11 (Financial Statements) were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of the companies to which they relate at the date as of which they were delivered to the Transaction Agent.

3.2.10	No Material Adverse Effect

3.2.11	No Conflict

(i)	conflict in any material respect with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, mortgage, bond or other instrument or treaty which is binding upon it or any of its assets;

(ii)	conflict with or violate any provision of its constitutional documents, certificate of incorporation, by-laws or partnership agreement (or equivalent constitutional documents), as the case may be; or

(iii)	subject to the Reservations, conflict with any material applicable Law,

3.2.12	Structure

3.2.13	Ownership of Assets

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3.2.14	Representations and Warranties under Operating Documents

3.2.15	Anti-Corruption Laws and Sanctions

3.3	Representations and Warranties of FleetCos

(a)

Each FleetCo (other than French FleetCo and Dutch FleetCo in respect of its Vehicle Fleet in The Netherlands) in relation to itself only makes the representations and warranties set out in this Clause 3.3 (Representations and Warranties of FleetCos) to the FleetCo Security Agent (for itself and on behalf of the other FleetCo Secured Creditors) on the Initial Funding Date and on the Dutch Accession Date, the French Accession Date and the Maggiore Accession Date.

(b)	Dutch FleetCo (in respect of its Vehicle Fleet in The Netherlands) in relation to itself only makes the representations and warranties set out in this Clause 3.3 (Representations and Warranties of FleetCos) to the FleetCo Security Agent (for itself and on behalf of the other FleetCo Secured Creditors) on the Dutch Accession Date with the following amendments:

(i)	it does not make the representation and warranty contained in Clause 3.3.11(i)(a); and

(ii)	the references to the "Initial Funding Date" in Clauses 3.3.14 (No Adverse Change), 3.3.26 (Beneficial Owner) and 3.3.32 (Consents) shall be deemed to be references to the "Dutch Accession Date".

(c)	French FleetCo in relation to itself only:

(i)

makes the representations and warranties set out in this Clause 3.3 (Representations and Warranties of FleetCos) (other than the representations and warranties set out in Clauses 3.3.26 (Beneficial Owner), 3.3.27(ii) and3.3.27(iii)) to the FleetCo Security Agent (for itself and on behalf of the other FleetCo Secured Creditors) on the French Accession Date, provided that the references to the "Initial Funding Date" in Clauses 3.3.14 (No Adverse Change) and 3.3.32 (Consents) shall be deemed to be references to the "French Accession Date"; and

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(ii)

makes the representation and warranty set out in Clause 3.3.26 (Beneficial Owner), 3.3.27(ii) and 3.3.27(iii) to the FleetCo Security Agent (for itself and on behalf of the other FleetCo Secured Creditors) on the Initial French Funding Date, provided that: (a) the references to the "Initial Funding Date" shall be deemed to be references to the "Initial French Funding Date"; and (b) the reference to "beneficial" in the 2nd line shall be deemed to be deleted.

(a)	the date of each FleetCo Advance Drawdown Notice (other than the FleetCo Advance Drawdown Notice delivered prior to the Initial Funding Date);

(b)	each Original FleetCo Advance Drawdown Date;

(c)	(if applicable) each Deemed FleetCo Advance Drawdown Date; and

(d)	the first day of each FleetCo Advance Interest Period.

3.3.1	Incorporation

3.3.1	Management and Administration

3.3.2	Independent Director

3.3.3	Centre of Main Interests and no establishment

(i)	Its "centre of main interests", as that term is used in Article 3(1) of the EU Insolvency Regulation, is in:

(a)	in respect of Dutch FleetCo, The Netherlands;

(b)	in respect of Italian FleetCo, Italy; and

(c)	in respect of French FleetCo, France; and

(ii)	It has no "establishment", as that term is used in Article 2(h) of the EU Insolvency Regulation, or branch office in any jurisdiction other than:

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(a)	in respect of Dutch FleetCo, The Netherlands and Spain (to the extent such "establishment" is required and permitted under and in accordance with the Transaction Documents to which Dutch FleetCo is party);

(b)	in respect of Italian FleetCo, Italy; and

(c)	in respect of French FleetCo, France.

3.3.4	Taxes

3.3.5	No Subsidiaries, Employees or Premises

(i)

It has no subsidiaries, employees or (save as expressly agreed in writing by the FleetCo Security Agent) premises, save that (a) in respect of Dutch FleetCo, it may lease its office premises in The Netherlands pursuant to the Dutch FleetCo Premises Lease Agreement, (b) in respect of Italian FleetCo, it may lease its office premises in Italy from the Avis Italian Servicer and (c) in respect of French FleetCo, It may lease its office premises in France from the French Servicer.

(ii)	Dutch FleetCo has not, without the prior written consent of the FleetCo Security Agent, amended, modified or waived any material terms of the Dutch FleetCo Premises Lease Agreement.

3.3.6	Capitalisation

(i)	In respect of Dutch FleetCo, its authorised and issued share capital is €18,000, consisting of nine class A shares of €1,000 each, fully paid up, and nine class B shares of €1,000 each, fully paid up.

(ii)	In respect of Italian FleetCo, its authorised share capital is €120,000.00, consisting of 120 shares of €1,000.00 each, representing 100 per cent. of the share capital and validly issued and subscribed to, and fully paid up.

(iii)	In respect of French FleetCo, its authorised share capital is at least €1,000, consisting of at least 1,000 shares, each share having a par value of €1, representing 100 per cent. of the share capital and validly issued and subscribed to, and fully paid up.

3.3.7	Ownership

(i)	In respect of Dutch FleetCo, its entire issued and outstanding share capital is held by Stichting Holding 1 FinCar Fleet and Stichting Holding 2 FinCar Fleet.

(ii)	In respect of Italian FleetCo, 75 per cent. of its entire issued and outstanding share capital is beneficially owned by the Italian Opcos, 20 per cent. of its entire issued and outstanding share capital is beneficially owned by the Issuer and 5 per cent. of its entire issued and outstanding share capital is beneficially owned by FleetCo Holdings.

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(iii)	In respect of French FleetCo, its entire issued and outstanding share capital is held by French Opco but for one share which is held by FleetCo Holdings.

3.3.8	Shares

(i)

If its shares or quotas (as applicable) are subject to a security interest, such shares or quotas have been validly issued and registered, are fully paid up and not subject to any option to purchase or similar rights except in relation to Italian FleetCo, as permitted by the Italian FleetCo Shareholders Agreement or, in relation to French FleetCo, as permitted by the Golden Share Put and Call Option Agreement.

(ii)	Its constitutional documents do not restrict or inhibit any transfer of those shares or quotas on enforcement of the security.

3.3.9	Dividends or Distributions

(i)

In respect of Dutch FleetCo, it has not, since the date of its incorporation, paid any dividend (other than any dividend paid out of the aggregate retained Monthly Target Corporate Profit Amount of Dutch FleetCo after the payment of any Dutch corporate tax in respect of the relevant financial year of Dutch FleetCo), made any other distribution to its shareholders or issued any further shares or altered any rights attaching to the shares of Dutch FleetCo.

(ii)

In respect of Italian FleetCo, it has not, since the date of its incorporation, paid any dividend (other than any dividend paid out of the aggregate retained Monthly Target Corporate Profit Amount of Italian FleetCo after the payment of any Italian corporate tax and regional productive activities tax in respect of the relevant financial year of Italian FleetCo), made any other distribution to Italian FleetCo’s shareholders or issued any further shares or altered any rights attaching to the shares of Italian FleetCo.

3.3.10	Financial Statements

(i)	In respect of Dutch FleetCo:

(a)	it has not, since the date of its incorporation, prepared any financial statements;

(b)	its most recent financial statements (if any) were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of Dutch FleetCo at the date as of which they are delivered to the FleetCo Security Agent and the Transaction Agent; and

(c)	as at the date of which its most recent financial statements (if any) were prepared, it did not have any liabilities, including off-balance sheet commitments (required to be disclosed or reserved pursuant to Dutch GAAP (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein.

(ii)	In respect of Italian FleetCo:

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(a)	the most recent financial statements were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of the company at the date as of which they are delivered to the FleetCo Security Agent and the Transaction Agent; and

(b)	as at the date of which its most recent financial statements were prepared, it did not have any liabilities, including off-balance sheet commitments (required to be disclosed or reserved pursuant to Italian GAAP (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein.

(iii)	In respect of French FleetCo:

(a)	it has not, since the date of its incorporation, prepared any financial statements;

(b)	its most recent financial statements (if any) were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of French FleetCo at the date as of which they are delivered to the FleetCo Security Agent and the Transaction Agent; and

(c)	as at the date of which its most recent financial statements (if any) were prepared, it did not have any liabilities, including off-balance sheet commitments (required to be disclosed or reserved pursuant to French GAAP (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein.

3.3.11	Litigation

3.3.12	Solvency

3.3.13	No Adverse Change

(i)	As at the Initial Funding Date, since the date of its incorporation, there has been no material adverse change to:

(a)	its condition (financial or other), prospects, results, operations or general affairs;

(b)	the validity, legality or enforceability of any Transaction Document; or

(c)	the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority or ranking of that Security.

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(ii)

On each date that this representation is deemed to be repeated by it and since the date such representation was previously deemed to be repeated, there has been no event which has resulted in or will result in a Material Adverse Effect to it. For the purposes of such repetition of this representation, references to the "Initial Funding Date" in paragraph (i) above shall be taken to refer to the date that such representation is deemed to be repeated.

3.3.14	Accounting Reference Date

3.3.15	No Misleading Information

3.3.16	Activities

3.3.17	Consents

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3.3.18	No Governmental Investigation

3.3.19	Corporate Benefit

3.3.20	Corporate Power

(i)	enter into each Transaction Document to which it is a party;

(ii)	borrow FleetCo Advances under the respective FleetCo Facility Agreements; and

(iii)	create and grant the FleetCo Security,

3.3.21	Authorisation

(i)	to enable it lawfully to enter into each Transaction Document to which it is a party and to borrow FleetCo Advances under the respective FleetCo Facility Agreements;

(ii)	to enable it lawfully to exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Transaction Documents to which it is a party;

(iii)	to ensure that the obligations expressed to be assumed by it in the Transaction Documents to which it is a party are legal, valid, binding and enforceable against it and that the FleetCo Security is perfected; and

(iv)	to make the Transaction Documents to which it is a party admissible in evidence in The Netherlands, Italy and France (as applicable),

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3.3.22	Execution

3.3.23	No Breach of Law or Contract

(i)	its constitutive documents;

(ii)	subject to the Reservations, any Requirement of Law or any requirement or direction of any governmental or regulatory authority; or

(iii)	any agreement, indenture, contract, mortgage, deed or other instrument to which it is a party or which is binding on it or any of its assets.

3.3.24	Valid and Binding Obligations

3.3.25	Beneficial Owner

3.3.26	FleetCo Security

(i)	Subject to the Reservations, upon execution of the relevant FleetCo Security Documents and subject to registration requirements, the FleetCo Advances will be secured by and in accordance with the relevant FleetCo Security Documents.

(ii)	No other security interest exists over or in respect of any of its assets other than as permitted under the Transaction Documents and those arising by operation of law.

(iii)	The creation by it of the security over its assets and undertaking in accordance with the provisions of the relevant FleetCo Security Documents will not render it liable to offer or extend the benefit of such security to any persons other than (a) with the exception of French FleetCo, the FleetCo Security Agent (as agent or (where

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3.3.27	Compliance with Relevant Transaction Documents

3.3.28	Ranking of Claims

3.3.29	Choice of Law

3.3.30	Filings

(a)

Save for any registration of the relevant FleetCo Security Document and Clause 3.3.31(b) below: (i) it is not necessary that any of the Transaction Documents to which it is a party or any other documents to which it is expressed to be a party be filed, recorded or enrolled with any court or other authority in The Netherlands, Italy or France (as applicable); and (ii) there are no registration, filing or similar formalities imposed in The Netherlands, Italy or France (as applicable) upon it in connection with its execution and delivery of the Transaction Documents to which it is a party or any other documents to which it is expressed to be a party, the performance of its obligations under the Transaction Documents to which it is a party or any other documents to which it is expressed to be a party and the compliance by it with their terms.

(b)

Italian FleetCo has deposited (or procured to be deposited) the sworn translation into Italian of the fully executed FleetCo Italian Facility Agreement with (i) the competent companies’ register, subject to the completion of the registration procedure by the competent officer of such companies’ register and (ii) filed such sworn translation of the FleetCo Italian Facility Agreement with the local Italian tax office and authority.

3.3.31	Consents

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3.3.32	Italian FleetCo Tax

3.3.33	Taxes – Transaction Documents:

(i)	It is not necessary that any stamp, registration or similar tax be paid on or in relation to the Transaction Documents to which it is a party or any of them, save that taxes would be payable by Italian FleetCo in respect of the depositing of the FleetCo Italian Facility Agreement with the competent companies’ register and the filing of such agreement with the competent tax office.

(ii)	Italian FleetCo shall, upon deposit of the FleetCo Italian Facility Agreement with the competent companies’ register and filing with the competent tax office, pay all stamp, registration or similar tax payable by it in respect of the FleetCo Italian Facility Agreement.

(iii)	No FleetCo (other than Italian FleetCo) will be required to make any Tax Deduction from any payment of principal or interest by it in respect of the FleetCo Advances.

3.3.34	Events of Default in respect of FleetCos

3.3.35	Non-Petition and Limited Recourse

3.3.36	Good Title and Ownership

(a)	Dutch FleetCo has, upon payment of the purchase price for the same, valid title to the Vehicles in Spain and is the sole owner of such Vehicles in Spain.

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3.3.37	Capital Stock

3.3.38	Compliance with Country Asset Value Test

3.3.39	Negotiation Guidelines and Vehicle Purchasing Agreements

3.3.40	Spain specific representations and warranties

(i)	Dutch FleetCo and Spanish Opco are not members of the same "group" of companies in accordance with article 42.1 of the Spanish Commercial Code.

(ii)	Dutch FleetCo is not a fictitious company.

(iii)	The information relating to the Dutch FleetCo, Spanish Branch filed at the Spanish Commercial Registry is true, accurate, complete and not misleading.

3.3.41	Italy specific representations and warranties

(i)	Italian FleetCo is not subject to articles 2446, 2447, 2482-bis or 2482-ter of the Italian Civil Code (as the case may be).

(ii)	Italian FleetCo shall not segregate assets for the purpose of article 2447-bis of the Italian Civil Code, shall not issue any class of stock or other financial instruments under Article 2447-ter of the Italian Civil Code and shall not enter into any agreement

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3.3.42	The Netherlands specific representations and warranties

(i)	Dutch FleetCo has been managed as a standalone entity and its books have been kept in a manner enabling identification of its assets and liabilities on a standalone basis.

(ii)	Dutch FleetCo is not a director of any Dutch company and is not part of any fiscal unity for Dutch corporate tax or Dutch turnover tax purposes.

(iii)	Dutch FleetCo has not issued a declaration as referred to in section 2:403 paragraph 1 under f of the Dutch Civil Code (Burgerlijk Wetboek).

(iv)	Dutch FleetCo, Stichting Holding 1 FinCar Fleet and Stichting Holding 2 FinCar Fleet and the Dutch FleetCo Corporate Services Providers have their registered offices in the Netherlands and all decisions by managing directors and the general meeting of Dutch FleetCo have been taken in the Netherlands.

3.3.43	France specific representations and warranties

(i)	French FleetCo is not a fictitious company ("société fictive").

(ii)	French FleetCo has its registered offices in France and all decisions by its chairman (Président) will be taken in France.

(iii)	French FleetCo is managed as a separate legal entity, its books are kept in a manner enabling identification of its assets and liabilities on a standalone basis and it does not interfere with the business or affairs of any Avis entity.

3.3.44	Anti-bribery, anti-corruption and anti-money laundering

(i)	Neither it nor any of its directors or officers has engaged in any activity or conduct which would violate any applicable Anti-Corruption Laws or applicable Sanctions.

(ii)	To the best of each FleetCo’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against it, or any of its directors, officers, or associated party in relation to a breach of the Anti-Corruption Laws.

(iii)	To the best of each FleetCo’s knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against any person acting on its behalf pursuant to the Transaction Documents in relation to a breach of the Anti-Corruption Laws.

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3.3.45	Sanctions

3.1	Representations and Warranties of the FCT Management Company and the FCT Custodian

3.1.1	Incorporation

3.1.2	Capacity and authorisation

3.1.3	Licence

(i)	the FCT Custodian, it is duly licensed as a credit institution in France by the Autorité de Contrôle Prudentiel et de Résolution; and

(ii)	the FCT Management Company, it is duly licensed as a société de gestion de portefeuille under number GP 14000029 by the AMF and is authorised to manage securitisation vehicles.

3.1.4	Binding Obligations

3.1.5	No breach

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4	General Undertakings

4.1	General Undertakings of the Issuer

4.1.1	Issuer Borrowing Base Test

4.1.2	Books of Account

4.1.3	Access

4.1.4	Event of Default or Rapid Amortisation Event

4.1.5	Financial Statements

4.1.6	Issuer Compliance Certificate

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4.1.7	Notices to Senior Noteholders

4.1.8	Conduct

4.1.9	Consents

(i)	in connection with its business; and

(ii)	to enable it lawfully to enter into and perform its obligations under the Issuer Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence of the Issuer Transaction Documents.

4.1.10	Information to Transaction Agent and the Issuer Security Trustee

4.1.11	Execution of Further Documents

4.1.12	Taxes

4.1.13	FATCA

(a)	Subject to paragraph (c) below, the Issuer, Avis Europe and each Senior Noteholder shall, within 15 Business Days of a reasonable request by the Issuer, Avis Europe or any Senior Noteholder (as applicable) (the "Requesting Party"):

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(i)	confirm to the Requesting Party whether it is:

(b)	If the Issuer, Avis Europe or any Senior Noteholder (as applicable) confirms to the Requesting Party pursuant to paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be, a FATCA Exempt Party, that it shall notify the Requesting Party promptly.

(c)	Paragraph (a) above shall not oblige any of the Issuer, Avis Europe or any Senior Noteholder to do anything which would or might in its reasonable opinion constitute a breach of:

(ii)	any policy of such Senior Noteholder;

(iii)	any fiduciary duty; or

(iv)	any duty of confidentiality.

(d)	If the Issuer, Avis Europe or the relevant Senior Noteholder(s) (as applicable) fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:

(i)	if it failed to confirm whether it is (and/or remains) a FATCA Exempt Party, then it shall be treated for the purposes of the Transaction Document as if it is not a FATCA Exempt Party; and

(ii)	if it failed to confirm its applicable passthru percentage then that Party shall be treated for the purposes of the Transaction Documents (and payments made thereunder) as if its applicable passthru percentage is 100 per cent.,

4.1.14	Liability to Tax

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(i)	if it is required by law to effect a Tax Deduction in respect of any payment due in respect of any of the Senior Advances; or

(ii)	if it would not be entitled to relief for Tax purposes in Ireland for any material amount (other than repayments of principal) which it is obliged to pay, or is treated as receiving for Tax purposes in Ireland under the Issuer Transaction Documents,

4.1.15	No Security Interests

4.1.16	No Disposals

4.1.17	No Variation and Termination of Issuer Transaction Documents

(i)	terminate, repudiate, rescind or discharge any Issuer Transaction Document;

(ii)	vary, novate, amend, modify or waive any provision of any Issuer Transaction Document;

(iii)	permit any person to do any of the things specified in paragraphs (i) and (ii) above; or

(iv)	permit any person who has obligations under the Issuer Transaction Documents to be released from such obligations other than in accordance with the terms of the applicable Issuer Transaction Document and any applicable direction or Requirement of Law or requirement of any governmental or regulatory authority from time to time.

4.1.18	Required Filing

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4.1.19	Compliance with Issuer Transaction Documents

4.1.20	Issuer Reserve Required Amount

(i)	It shall maintain the Issuer Reserve Required Amount.

(ii)	It shall only (and shall procure that the Issuer Cash Manager shall only) withdraw any amounts from the Issuer Reserve Account:

(a)	following the date falling nine (9) months after the Rapid Amortisation Commencement Date; or, if earlier

(b)	on the Expected Maturity Date,

4.1.21	Exercise Rights

4.1.22	Change of Taxing Jurisdiction

4.1.23	Authorised Signatories

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4.1.24	Notification of Legal Proceedings

4.1.25	Join in Legal Proceedings

4.1.26	Centre of Main Interests

4.1.27	Registered Office

4.1.28	Borrowings

4.1.29	Merger

4.1.30	Acquisitions

4.1.31	Bank Accounts

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4.1.32	Priority of Payments in respect of the Issuer Accounts

4.1.33	Separateness Covenants

(i)	maintain its corporate books and records separately from any other person or entity;

(ii)	maintain its accounts separate from those of any other person or entity;

(iii)	not engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Issuer Transaction Documents provide or envisage that the Issuer may engage;

(iv)	not commingle assets with those of any other entity;

(v)	conduct its own business in its own name;

(vi)	deal with other Transaction Parties and third parties (if any) on arm’s length terms;

(vii)	maintain separate financial statements;

(viii)	other than as envisaged in the Issuer Transaction Documents, pay its own liabilities out of its own funds;

(ix)	observe all corporate, partnership or other formalities required by its constituting documents;

(x)	not guarantee or become obligated for the debts of any other entity or to hold out its credit as being available to satisfy the obligations of others;

(xi)	not acquire obligations or securities of shareholders, except as permitted in the Issuer Transaction Documents;

(xii)	use separate stationery, invoices, and cheques;

(xiii)	not pledge or otherwise encumber its assets except as permitted under the Issuer Deed of Charge, the Supplemental Issuer Deed of Charge and the Italian FleetCo Share Pledge;

(xiv)	not have any employees;

(xv)	correct any known misunderstanding regarding its separate identity;

(xvi)	not increase or reduce its share capital or alter any rights attaching to its shares;

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(xvii)	not pay any dividends or make any distributions (unless contemplated under the Transaction Documents);

(xviii)	save for its holding of (the 20 per cent. of the shares in Italian FleetCo pursuant to the share purchase agreement dated 1 March 2013 not set up, own or control (whether directly or indirectly) any subsidiaries;

(xix)	not have any premises;

(xx)	conduct its affairs in accordance with its constitutive documents; and

(xxi)	not amend, supplement or otherwise modify its constitutive documents.

4.1.34	Equitable Interests

4.1.35	Withdrawals from Issuer Transaction Account

(a)	such withdrawal is made from the Issuer Transaction Account on a Settlement Date in accordance with the relevant Issuer Priority of Payments;

(b)	such withdrawal is made from the Issuer Transaction Account on any date which is not a Settlement Date, provided that the amount to be withdrawn on such date has been provisioned for by the Issuer Cash Manager on the immediately preceding Settlement Date in accordance with the relevant Issuer Priority of Payments;

(c)

such withdrawal is made from the Issuer Transaction Account on any date which is not a Settlement Date, provided that the amount to be withdrawn on such date shall be applied to make FleetCo Advances to the relevant FleetCos in accordance with the relevant FleetCo Facility Agreement and Clause 2 (Drawdown and Accession Conditions) or the VFN Advance to the FCT in accordance with the VFN Funding Conditions and Clause 2 (Drawdown and Accession Conditions);

(d)	such withdrawal is made from the Issuer Transaction Account on any date which is not a Settlement Date and the amount to be withdrawn on such date shall be applied to solely make payments of one or more Senior Advance(s) on the relevant Senior Advance Repayment Date;

(e)	such withdrawal is made from the Issuer Transaction Account on any date which is not a Settlement Date and the amount to be withdrawn on such date shall be applied to make payments of one or more Subordinated Advance(s), provided that:

A.	an Intra-Month Central Servicer Report has been delivered on or prior to 2:00 p.m. (CET) on the fourth Business Day preceding the proposed withdrawal

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B.

the Transaction Agent has confirmed to the Issuer Cash Manager, the Issuer and the Central Servicer on or prior to the third Business Day prior to the proposed withdrawal that (so far as it is aware and based on the Intra-Month Central Servicer Report received in (A) above) the Issuer Borrowing Base Test and the Country Asset Value Test, in each case, taking into account the proposed withdrawal have been complied with by the Issuer and the FleetCos;

(f)	such withdrawal is made from the Issuer Reserve Account in accordance with the Issuer Cash Management Agreement;

(g)	such withdrawal is made from the Issuer Spanish TRO Collection Account in accordance with the Spanish TRO Collection Account Declaration of Trust and Clause 6 (Country Repayment Option); or

(h)

(subject to compliance with item (v) above and subject to compliance with the Senior Note Maximum Amount) such withdrawal is made from the Issuer Transaction Account on any date which is not a Settlement Date, provided that the amount to be withdrawn on such date shall be applied to repay Issuer Subordinated Advances to the Subordinated Lender following the exercise of a Country Repayment Option pursuant to and in accordance with Clause 6 (Country Repayment Option).

4.1.36	Maintenance of Listing

4.1.37	Treasury Transactions

(i)	The Issuer shall not enter into any Treasury Transaction, other than the Treasury Transactions with an Eligible Issuer Hedge Counterparty and documented by an Issuer Hedging Agreement.

(ii)	The Issuer shall:

(a)	ensure that 100 per cent. of each Total Senior Noteholder Commitment is subject to an interest rate, pursuant to the relevant Issuer Hedging Agreement(s), of no greater than the Capped Rate for a period of at least the Minimum Exposure Period; and

(b)	without prejudice to Clause 4.1.37(i), to the extent that the Senior Notes are rated by at least one Rating Agency, the Issuer shall enter into and, as appropriate, maintain Treasury Transactions in accordance with the requirements of the Rating Agency or Rating Agencies rating such Senior Notes.

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4.1.38	Tax Residence and Establishment

4.1.39	Tax Deed of Covenant

(i)	comply with the terms of the Tax Deed of Covenant;

(ii)	notify the Issuer Security Trustee and the Transaction Agent of any breach of, or inability to comply with, the obligations set out in the Tax Deed of Covenant as a result of a change in, or in the interpretation of, application or administration of any tax law or regulation of any agency or similar organisation;

(iii)	notify the Issuer Security Trustee and the Transaction Agent of its inability to make a payment of tax and which would, if not paid when due, make it likely that a non-payment Issuer Event of Default would occur; and

(iv)	undertake to use best endeavours to mitigate the effect of any relevant non-compliance or change of tax law.

4.1.40	Issuer Letters of Credit

(i)	Neither the Issuer nor the Issuer Security Trustee may make a drawing under any Issuer Letter of Credit other than in accordance with the terms of an Issuer Letter of Credit only and at such time and for such purpose in accordance with Clause 14A.3 (Issuer Letters of Credit Demand).

(ii)	The Issuer shall immediately following the issuance of an Issuer Letter of Credit:

(a)	notify the Issuer Cash Manager and the Transaction Agent of the available commitment amount under each such Issuer Letter of Credit; and

(b)	provide a copy of such Issuer Letter of Credit to the Transaction Agent and the Issuer Cash Manager.

4.1.41	Provision of Information to the Central Servicer

4.1.42	Reporting Covenants

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(i)	each Issuer Cash Management Report to the Issuer Security Trustee, the Transaction Agent and the Central Servicer; and

(ii)	to the Registrar relevant information (in the possession of the Issuer or the Issuer Cash Manager, as the case may be) requested by the Registrar in respect of the Senior Advances pursuant to the Issuer Note Issuance Facility Agreement (copying the Transaction Agent and the Issuer Security Trustee).

4.1.43	"Know Your Customer" Checks

(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)	any change in the status of the Issuer or the composition of the shareholders of the Issuer after the date of this Agreement; or

(iii)	a proposed assignment or transfer by a Senior Noteholder of any of its rights and/or obligations under this Agreement to a party that is not a Senior Noteholder prior to such assignment or transfer,

4.1.44	Permitted Investments

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4.1.45	Senior Notes held by Issuer

4.1.46	No assignment or transfer of the Varible Funding Note or VFN Funding Agreement

4.1.47	Sanctions

4.2	General Undertakings of Avis Obligors

4.2.1	Compliance with Applicable Laws

4.2.2	Ranking of Claims

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4.2.3	Authorisation of Transaction Documents

(i)	to enable it to perform its material obligations under the Transaction Documents to which it is a party; and

(ii)	to ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document to which it is a party.

4.2.4	Centre of Main Interests

4.2.5	Operating Documents

4.2.6	Amendments to Documents

(i)	any term of any Transaction Document to which it is a party; or

(ii)	the by-laws or other constitutional documents of itself or its related FleetCo (in a manner that would reasonably be expected to have a Material Adverse Effect).

4.2.7	Mergers

(i)	such amalgamation, consolidation or merger is of a member of the Avis Europe Group with or into an Opco or between members of the Avis Europe Group other than Opcos, provided that:

A.	(in respect of an amalgamation, consolidation or merger of a member of the Avis Europe Group with or into an Opco) the relevant Opco is the surviving entity;

B.	no encumbrances created by or pursuant to any Security Document, and no guarantee or indemnity created by or pursuant to the Transaction Documents

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C.	the obligations of any Avis Obligor under the Transaction Documents to which is it a party are not adversely affected in any manner whatsoever by such amalgamation, consolidation or merger;

(ii)	such amalgamation, consolidation or merger will not result in a Potential Event Default or Event of Default; and

(iii)	(if applicable) any member of the Avis Europe Group (other than an Opco or Italian FleetCo) liquidates or dissolves, in either case on a solvent basis.

4.2.8	Change in Financial Year

4.2.9	Change in Auditors

4.2.10	Ownership of Finco and Opcos

(i)	hold, whether directly or indirectly, through any person beneficially:

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.

4.2.11	Clear Market and Syndication

4.2.12	Italian VAT Receivables and Italian VAT Sharing Agreement

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(i)	Avis Italian Opco shall:

(a)	at no time set off tax payables (other than VAT Payables) or its liabilities for social security contributions with its recoverable VAT (unless set-off is automatically effected by the Italian tax authorities); and

(b)	not request the refund of any recoverable VAT other than by way of an annual reimbursement request (richiesta di rimborso fatta in sede di dichiarazione annuale).

(ii)	Avis Italian Opco shall not amend or waive (or shall agree to amend or waive) any provision of the Italian VAT Sharing Agreement which relates in any material respect to the tax position of Italian FleetCo without the prior written consent of the Transaction Agent.

4.2.13	Italian Income Tax Consolidation Agreement

4.2.14	FleetCo Profit Margin

4.2.15	Article 405

(i)	retain a material net economic interest in the securitisation pursuant to paragraph (d) of Article 405(1) of Regulation (EU) No. 575/2013 until maturity of the Senior Notes; and

(ii)

provide to any Senior Noteholder if requested by any Senior Noteholder any materially relevant data on the credit quality and performance of its Vehicle Fleet in any Country (including, for the avoidance of doubt, financial information on the Vehicle Fleet in any Country) in order that such Senior Noteholder may conduct any analyses and stress tests in respect of the Vehicle Fleet in any Country in accordance with Article 406 of Regulation (EU) No. 575/2013 until maturity of the Senior Notes,

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4.2.16	FleetCo Bank Accounts

(i)	Spanish Opco shall deposit or transfer all amounts received by or on behalf of Dutch FleetCo, Spanish Branch (or otherwise procure or cause such amounts to be deposited or transferred) into the Dutch FleetCo Spanish Bank Accounts.

(ii)	The Central Servicer shall deposit or transfer all amounts received by or on behalf of Dutch FleetCo in respect of the Vehicles in Germany (or otherwise procure or cause such amounts to be deposited or transferred) into the Dutch FleetCo German Bank Accounts.

(iii)	Each Italian Opco shall deposit or transfer all amounts received by or on behalf of Italian FleetCo (or otherwise procure or cause such amounts to be deposited or transferred) into the Italian Bank Accounts.

(iv)	The Central Servicer shall deposit or transfer all amounts received by or on behalf of Dutch FleetCo in respect of the Vehicles in The Netherlands (or otherwise procure or cause such amounts to be deposited or transferred) into the Dutch FleetCo Dutch Bank Accounts.

(v)	French Opco shall deposit or transfer all amounts received by or on behalf of French FleetCo (or otherwise procure or cause such amounts to be deposited or transferred) into the French Bank Accounts.

4.2.17	Financial Statements

(i)	The Central Servicer shall provide to the Transaction Agent (with one hard copy and an electronic copy):

A.	as soon as available, but in any event within 120 days after the end of each of its financial years, the audited financial statements of Avis Europe;

B.

as soon as the same become available, but in any event within 150 days after the end of each Opco’s financial years, the audited statutory accounts of each such Opco (other than (X) each Italian OpCo, each of which shall be required to provide its auditory statutory accounts as soon as the same become available, but in any event within 180 days after the end of its financial year, or (Y) German Opco) for such financial year prepared for inclusion in the ABG consolidated accounts; and

C.

as soon as the same become available, but in any event within 150 days after the end of each of its financial years, the audited consolidated financial statements of AVIS Autovermietung Beteiligungsgesellschaft mbH Oberursel, which financial statements shall include substantially the same items of financial information relating to German Opco as that contained in the Original Financial Statements in relation to German Opco delivered in accordance with Clause 3.2.8 (Financial Statements),

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(ii)	(to the extent that it prepares consolidated management accounts as part of its internal procedures) as soon as available, but in any event not later than 60 days after the end of the financial quarter to which it relates, the quarterly unaudited, consolidated management accounts of Avis Europe.

4.2.18	Fleet Plan

4.2.19	Other Information

(i)

The Central Servicer shall from time to time, on the written request of the Transaction Agent, the FleetCo Security Agent or the Issuer Security Trustee, provide the Transaction Agent, the FleetCo Security Agent or the Issuer Security Trustee, as the case may be, with such information about any FleetCo, any Opco, the Vehicle Fleet in any Country and any other information (to the extent such information is available to the Central Servicer), in each case as the Transaction Agent, the FleetCo Security Agent or the Issuer Security Trustee may reasonably request.

(ii)

Each of the Opcos (in respect of information related to it) shall from time to time, on the written request of the Transaction Agent or the FleetCo Security Agent, provide the Transaction Agent, the FleetCo Security Agent or the Issuer Security Trustee, as the case may be with such information about itself, Dutch FleetCo (in the case of German Opco, Spanish Opco and Dutch Opco only), Italian FleetCo (in the case of any Italian Opco), French FleetCo (in the case of French Opco), the Vehicle Fleet in a Country and any other information (to the extent such information is available to such Opco), in each case as the Transaction Agent or the FleetCo Security Agent may reasonably request.

4.2.20	Finco and Avis Europe Compliance Certificates

(i)	Finco shall, at the time of the dispatch of the Avis Europe audited annual financial statements in accordance with paragraph (ii) below, deliver to the Transaction Agent, the FleetCo Security Agent, the Issuer Security Trustee and the Issuer a Finco Compliance Certificate signed by an Authorised Signatory on behalf of Finco.

(ii)	Avis Europe shall at the time of the despatch to the Transaction Agent of its audited annual financial statements, deliver to the Transaction Agent, the FleetCo Security Agent, the Issuer Security Trustee and the Issuer an Avis Europe Compliance Certificate signed by an Authorised Signatory on behalf of Avis Europe.

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4.2.21	Change in Accounting Practices

(i)	Finco promptly notifies the Transaction Agent and the FleetCo Security Agent that there have been one or more changes in any such accounting policies, practices, procedures or reference period;

(ii)	if amendments satisfactory to Finco are agreed by the Transaction Agent within 30 days of the notification provided under paragraph (i) above, those amendments shall take effect immediately upon the Transaction Agent approving such amendments; and

(iii)	if amendments satisfactory to Finco are not agreed by the Transaction Agent within 30 days of such notification, then within 15 days following the end of such 30-day period, Finco shall either:

(a)

use reasonable endeavours to procure that its auditors for the time being provide a description of the changes and the adjustments which would be required to be made to those financial statements in order to cause them to reflect the accounting policies, practices, procedures and reference period upon which the Original Financial Statements for Avis Europe were prepared and sufficient information, in such detail and format as may be reasonably required by the Transaction Agent, to enable the Senior Noteholders to make an accurate comparison between the financial positions indicated by those financial statements and by the Original Financial Statements for Avis Europe, and any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements for Avis Europe were prepared, provided that, if such a description is not provided by the auditors, Finco will describe and quantify the effect to the reasonable satisfaction of the Transaction Agent or Finco must comply with paragraph (b) below; or

(b)	ensure that the relevant financial statements are prepared in accordance with the Applicable Accounting Principles as at the date of signing of this Agreement.

4.2.22	Notifications

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(i)

as soon as the same are instituted or, to its knowledge, threatened, reasonable details of any litigation, arbitration, administrative or regulatory proceedings involving itself (excluding any litigation, arbitration, administrative or regulatory proceedings involving itself which are frivolous or vexatious in nature) which, if adversely determined, would be reasonably likely to have a Material Adverse Effect;

(ii)

written details of any Default, any Issuer Enforcement Event, any Potential Master Lease Termination Event, any Master Lease Termination Event, any Potential Servicer Termination Event or any Servicer Termination Event promptly upon becoming aware of the same, and of all remedial steps being taken and proposed to be taken in respect of that Default, Issuer Enforcement Event, Potential Master Lease Termination Event, Master Lease Termination Event, Potential Servicer Termination Event or Servicer Termination Event;

(iii)

upon receipt of a written request by the FleetCo Security Agent, the Transaction Agent or the Issuer Security Trustee, a certificate signed by an Authorised Signatory on its behalf certifying that no Default, Issuer Enforcement Event, Potential Master Lease Termination Event, Master Lease Termination Event, Potential Servicer Termination Event or Servicer Termination Event is continuing (or, if a Default, an Issuer Enforcement Event, a Potential Master Lease Termination Event, a Master Lease Termination Event, a Potential Servicer Termination Event or a Servicer Termination Event is continuing, specifying the Default, the Issuer Enforcement Event, the Potential Master Lease Termination Event, the Master Lease Termination Event, the Potential Servicer Termination Event or the Servicer Termination Event (as applicable) and the steps, if any, being taken to remedy the same).

4.2.23	Access to Records and Audit

(i)

Subject to schedule 1, part C, paragraph 7.2 of the Spanish Servicing Agreement, schedule 1, part C, paragraph 7.2 of the relevant Italian Servicing Agreement, clause 20.8 of the Master German Fleet Lease Agreement, schedule1, part C, paragraph 7.2 of the French Servicing Agreement and clause 22.9 of the Master Dutch Fleet Lease Agreement, each Servicer and Lessee shall, at its cost and expense, on reasonable prior notice and during normal business hours, afford the FleetCo Security Agent, the Transaction Agent, any professional adviser to the FleetCo Security Agent or the Transaction Agent or representative of the FleetCo Security Agent or the Transaction Agent (an "Inspecting Party") access to, and permit such Inspecting Party to inspect or observe, such part of the relevant FleetCo’s business, or the Vehicle Fleet as is owned or held by the relevant FleetCo in a Country without causing such Servicer or Lessee to breach any obligation of confidentiality to which it may be subject.

(ii)	Each Servicer and Lessee shall use its best endeavours to ensure that a professional auditor appointed by Avis Europe whose appointment is satisfactory to the Transaction Agent delivers to the Transaction Agent and the Senior Noteholders:

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(a)	on or before the 180th day immediately following the Initial Funding Date (the "First Audit Date");

(b)	(in the case of the French Servicer and the Lessee under the French Master Lease Agreement only: (x) if the Initial French Funding Date occurs on or before 31 December 2014, in accordance with subparagraph (II) below and (y) if the Initial French Funding Date occurs after 31 December 2014, as reasonably required by the Transaction Agent;

(c)	in the case of the Central Servicer (with respect to Dutch FleetCo’s Vehicle Fleet in The Netherlands only) and the Lessee under the Master Dutch Fleet Lease Agreement only, in accordance with subparagraph (II) below; or

(d)	in case of Maggiore Italian Opco only, in accordance with subparaph (II) below provided that the first audit date shall be the anniversary of the First Audit Date immediately following the Maggiore Accession Date,

(II)	on each anniversary of the First Audit Date, an audited report in respect of such information,

4.2.24	"Know Your Customer" Checks

(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)	any change in the status of an Avis Obligor or a FleetCo or the composition of the shareholders of an Avis Obligor or a FleetCo after the date of this Agreement; or

(iii)	a proposed assignment or transfer by a Senior Noteholder of any of its rights and/or obligations under the Transaction Documents (to which such Senior Noteholder is a party) to a party that is not a Senior Noteholder prior to such assignment or transfer,

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4.2.25	Senior Notes held by the Avis Group

4.2.26	Aggregate Suggested Retail Price

4.2.27	Liquidation Agent

(i)	procure that the Liquidation Agent delivers to the Transaction Agent, on or prior to the 120th day falling after the Initial Funding Date, a copy of a liquidation plan in form and substance satisfactory to the Transaction Agent;

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

1.	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 and the French Accession Date, a copy of a liquidation plan in form and substance satisfactory to the Transaction Agent; and

2.	in respect of the Vehicle Fleet of French FleetCo in France, on or prior to the 120th day falling after 20 April 2015, 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.

4.2.28	Spain specific undertakings

4.2.29	France Repayment Option

4.2.30	Anti-Corruption Laws and Sanctions

4.3	General Undertakings of FleetCos

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4.3.1	Country Asset Value Test

4.3.2	Books of Account

4.3.3	Access

4.3.4	FleetCo Event of Default

(i)	any FleetCo Event of Default (or an Italian Opco Event of Default in relation to Italian FleetCo) promptly on becoming aware of its occurrence; and

(ii)	any event of default under a master lease agreement or servicing agreement promptly on becoming aware of the same.

4.3.5	Financial Statements

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4.3.6	FleetCo Compliance Certificate

4.3.7	Conduct

4.3.8	Consents

(i)	in connection with its business; and

(ii)	subject to the Reservations, to enable it lawfully to enter into and perform its obligations under the Relevant Transaction Documents to which it is a party or to ensure the legality, validity, enforceability or admissibility in evidence of the Relevant Transaction Documents to which it is a party.

4.3.9	Information to Transaction Agent, the FleetCo Security Agent and the Issuer Security Trustee

4.3.10	Execution of Further Documents

4.3.11	Taxes

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4.3.12	Liability to Tax

(i)	if it is required by law to effect a Tax Deduction in respect of any payment due in respect of any of the FleetCo Advances; or

(ii)	if it would not be entitled to relief for Tax purposes in The Netherlands, Spain, Italy or France for any material amount (other than repayments of principal) which it is obliged to pay, or is treated as receiving for Tax purposes in The Netherlands, Spain, Italy or France (as applicable) under the Transaction Documents to which it is a party,

4.3.13	Tax Residence and Permanent Establishment

4.3.14	No Security Interests

4.3.15	No Disposals

4.3.16	No Variation and Termination of Relevant Transaction Documents

(i)	terminate, repudiate, rescind or discharge any Transaction Document to which it is a party;

(ii)	vary, novate, amend, modify, exercise any powers of consent or waive any provision of any Transaction Document to which it is a party;

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(iii)	permit any person to do any of the things specified in paragraphs (i) and (ii) above; or

(iv)	permit any person who has obligations under the Transaction Documents to which it is a party to be released from such obligations other than in accordance with the terms of the applicable FleetCo Transaction Document and any applicable direction or Requirement of Law or requirement of any governmental or regulatory authority from time to time.

4.3.17	Required Filing

4.3.18	Exercise Rights

4.3.19	Change of Taxing Jurisdiction

4.3.20	Authorised Signatories

4.3.21	Notification of Legal Proceedings

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4.3.22	Join in Legal Proceedings

4.3.23	Centre of Main Interests

(i)	its "centre of main interests", as that term is used in Article 3(1) of the EU Insolvency Regulation, is in:

(a)	in respect of Dutch FleetCo, The Netherlands;

(b)	in respect of Italian FleetCo, Italy; and

(c)	in respect of French FleetCo, France; and

(ii)	it has no "establishment", as that term is used in Article 2(h) of the EU Insolvency Regulation, or branch office other than:

(a)	in respect of Dutch FleetCo, The Netherlands and Spain (to the extent such "establishment" is required and permitted under and in accordance with the FleetCo Transaction Documents to which Dutch FleetCo is party);

(b)	in respect of Italian FleetCo, Italy; and

(c)	in respect of French FleetCo, France.

4.3.24	Corporate Seat

(i)	in respect of Dutch FleetCo, The Netherlands;

(ii)	in respect of Italian FleetCo, Italy; and

(iii)	in respect of French FleetCo, France.

4.3.25	Borrowings

4.3.26	Merger

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4.3.27	Acquisitions

4.3.28	FleetCo Bank Accounts

(i)	It shall maintain:

(a)	in respect of Dutch FleetCo, Spanish Branch:

(I)	the Dutch FleetCo Spanish Transaction Account; and

(II)	the Dutch FleetCo Spanish Reserve Account (if any);

(b)	in respect of Dutch FleetCo:

(I)	the Dutch FleetCo German Transaction Account;

(II)	the VAT Component and Charge Costs Component Trust Account;

(III)	the Dutch FleetCo German Reserve Account (if any);

(IV)	the Dutch Bank Account;

(V)	the Dutch FleetCo Dutch Transaction Account; and

(VI)	the Dutch FleetCo Dutch Reserve Account (if any);

(c)	in respect of Italian FleetCo:

(I)	the Italian Transaction Account;

(II)	the Italian Dedicated Financing Account;

(III)	the Italian FleetCo Reserve Account (if any); and

(d)	in respect of French FleetCo:

(I)	the French FleetCo Transaction Account; and

(II)	the French FleetCo Reserve Account (if any),

(ii)

It shall deposit or transfer all amounts received by it into: (i) in respect of Italian FleetCo, the Italian Transaction Account or the Italian Dedicated Financing Account (as applicable); (ii) in respect of Dutch FleetCo, the Dutch FleetCo Spanish Transaction Account, the Dutch FleetCo German Transaction Account or the Dutch FleetCo Dutch Transaction Account (as applicable); and (iii) in respect of French FleetCo, the French FleetCo Transaction Account.

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(iii)	No FleetCo shall (without the prior written consent of the Transaction Agent) make any investments in respect of moneys standing to the credit of any FleetCo Bank Account, save that:

(a)	Dutch FleetCo, Spanish Branch may make Permitted Investments in respect of the moneys standing to the credit of the Dutch FleetCo Spanish Reserve Account (if any);

(b)	Dutch FleetCo may make Permitted Investments in respect of the moneys standing to the credit of the Dutch FleetCo German Reserve Account or the Dutch FleetCo Dutch Reserve Account (if any);

(c)	Italian FleetCo may make Permitted Investments in respect of the moneys standing to the credit of the Italian FleetCo Reserve Account (if any); and

(d)	French FleetCo may make Permitted Investments in respect of the moneys standing to the credit of the French FleetCo Reserve Account (if any).

4.3.29	Separateness Covenants

(i)	maintain its corporate books and records separately from any other person or entity;

(ii)	maintain its accounts separate from those of any other person or entity;

(iii)	with effect on and from the Initial Funding Date, not engage in any activity whatsoever which is not incidental to or necessary in connection with any of the activities in which the Relevant Transaction Documents provide or envisage that it may engage;

(iv)	not commingle assets with those of any other entity;

(v)	deal with other Transaction Parties and third parties (if any) on arm’s length terms;

(vi)	maintain separate financial statements;

(vii)	pay its own liabilities out of its own funds;

(viii)	observe all corporate, partnership or other formalities required by its constituting documents;

(ix)	not acquire obligations or securities of shareholders;

(x)	use separate stationery, invoices and cheques;

(xi)	not have any employees;

(xii)	correct any known misunderstanding regarding its separate identity;

(xiii)	not reduce its share capital;

(xiv)	from the date hereof, not set up any subsidiaries;

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(xv)	have no premises, save that (a) in respect of Dutch FleetCo, it may lease its office premises in The Netherlands pursuant to the Dutch FleetCo Premises Lease Agreement, (b) in respect of Italian FleetCo, it may lease its office premises in Italy from the the Avis Italian Servicer and (c) in respect of French FleetCo, it may lease its office premises in France from the French Servicer; and

(xvi)	not amend, supplement or otherwise modify its constitutive documents without the prior consent of the FleetCo Security Agent.

4.3.30	Independent Director

4.3.31	FleetCo Security Agent’s Directions

4.3.32	Priority of Payments in respect of its Bank Accounts

4.3.33	Compliance with Transaction Documents

4.3.34	Dividends or Distributions

(i)	Dutch FleetCo shall not pay any dividend (other than pursuant to Clause 4.3.46 (Dutch Bank Account)), make any other distribution to its shareholders or issue any further shares or alter any rights attaching to the shares of Dutch FleetCo.

(ii)	Italian FleetCo shall not pay any dividend (other than any dividend paid out of the aggregate retained Monthly Target Corporate Profit Amount of Italian FleetCo after the payment of any Italian corporate tax and regional productive activities tax in

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(iii)

French FleetCo shall not pay any dividend (other than any dividend paid out of the aggregate retained Monthly Target Corporate Profit Amount of French FleetCo after the payment of any French corporate tax and regional productive activities tax in respect of the relevant financial year of French FleetCo), make any other distribution to French FleetCo’s shareholders or issue any further shares or alter any rights attaching to the shares of French FleetCo.

4.3.35	Waiver or Consent

4.3.36	Tax Deed of Covenant

(i)	comply with the terms of the Tax Deed of Covenant;

(ii)	notify the FleetCo Security Agent, the Issuer and the Transaction Agent of any breach of, or inability to comply with, the obligations set out in the Tax Deed of Covenant as a result of a change in, or in the interpretation of, application or administration of any tax law or regulation of any agency or similar organisation;

(iii)	notify the FleetCo Security Agent, the Issuer and the Transaction Agent of a FleetCo’s inability to make a payment of tax and which would, if not paid when due, make it likely that a non-payment FleetCo Event of Default would occur; and

(iv)	undertake to use best endeavours to mitigate the effect of any relevant non-compliance or change of tax law.

4.3.37	Insurances

(i)	Each FleetCo shall (and shall procure that its Servicer) ensure compliance by the relevant Lessee of its obligations under the relevant Master Lease Agreement.

(ii)	Upon knowledge of the occurrence of an event giving rise to a claim under any of the Insurance Policies, each FleetCo shall (and shall procure that its Servicer) arrange for a claim to be filed with the relevant insurance company or underwriters and provide assistance in attempting to bring the claim to a successful conclusion.

(iii)	Each FleetCo shall procure that the Insurance Policies are renewed or (as the case may be) replaced in a timely manner in accordance with the requirements of the relevant Insurance Policy (as defined in the relevant Master Lease Agreement).

4.3.38	Vehicle Purchasing Agreements

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(i)	No FleetCo may amend or waive any provision of any Vehicle Purchasing Agreement other than in accordance with the relevant Servicing Agreement or the relevant Master Lease Agreement (as applicable).

(ii)	Each FleetCo shall renew (or procure such renewal) each Vehicle Purchasing Agreement and each supplemental agreement thereto in accordance with the terms of the Servicing Agreement or Master Lease Agreement (as applicable) to which it is a party.

(iii)

Upon the occurrence of a FleetCo Event of Default, no FleetCo may (and each FleetCo shall ensure that no Opco may) pay any Vehicle Manufacturer or Vehicle Dealer or German Opco or Dutch Opco (as the case may be) any amount of purchase price for any Vehicle other than for a Vehicle where such FleetCo is contractually obliged to make such payment and only where any such Vehicle relates to an Operating Document or any Vehicle subject to such Operating Document.

4.3.39	Depreciation

4.3.40	Transferability of Certain Rights

4.3.41	Italian Income Tax Consolidation Agreement and Italian VAT Sharing Agreement

4.3.42	FleetCo Profit Margin

4.3.43	Withdrawals from FleetCo Bank Accounts

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(a)	on a Settlement Date in accordance with relevant FleetCo Priority of Payments;

(i)	the amounts proposed to be withdrawn shall be applied solely to make payments to the Vehicle Manufacturers or Vehicle Dealers (as applicable) under the relevant Vehicle Purchasing Agreement to which such FleetCo is a party (or, in the case of Germany, German Opco is party) or in respect of which such FleetCo has benefits; and

(ii)	any one of the following conditions is satisfied:

A.	the Senior Note Principal Amount Outstanding on such date is less than or equal to the Senior Note Limit on such date;

B.	if the Senior Note Principal Amount Outstanding is more than the Senior Note Limit immediately prior to the proposed withdrawal, on or prior to 2:00 p.m. (CET) 4 Business Days prior to such proposed withdrawal:

(x)	an Intra-Month Central Servicer Report has been provided by the Central Servicer to the FleetCo Security Agent and the Transaction Agent; and

(y)

the Transaction Agent has confirmed to the Central Servicer on or prior to the third Business Day prior to the proposed withdrawal that (so far as it is aware and based on the Intra-Month Central Servicer Report received in (x) above) the Country Asset Value Test and the Issuer Borrowing Base Test, in each case taking into account the proposed withdrawal by the FleetCos, have been complied with by the Issuer and the relevant FleetCo; or

C.	such amounts do not exceed Euro 1,000,000 in aggregate (and when aggregated with withdrawals by any other FleetCo pursuant to this paragraph (C) only) during any period from a Settlement Date to the immediately succeeding Settlement Date.

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D.	an amount equal to:

(i)	Senior Notes Maximum Amount; less

(ii)	the aggregate of (x) the Issuer Excess Cash Amount and (y) the aggregate of the FleetCo Excess Cash Amount in Spain, the FleetCo Excess Cash Amount in Germany, the FleetCo Excess Cash Amount in Italy, the FleetCo Excess Cash Amount in The Netherlands and the FleetCo Excess Cash Amount in France; and

E.	zero.

4.3.44	Covenants and Undertakings under Operating Documents

4.3.45	Dutch Corporate Account

(i)	amounts equal to the share capital of Dutch FleetCo; and

(ii)	the amounts specified in items (i) to (vi) of Clause 4.3.46 (Dutch Bank Account) below.

4.3.46	Dutch Bank Account

(i)	item (d) (Monthly Target Corporate Profit Amount) after the payment of the relevant corporate Tax in Spain and item (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo Spanish Pre-Enforcement Priority of Payments;

(ii)	item (d) (Monthly Target Corporate Profit Amount) and item (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo German Pre-Enforcement Priority of Payments;

(iii)	item (d) (Monthly Target Corporate Profit Amount) and item (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo Dutch Pre-Enforcement Priority of Payments;

(iv)	items (f)(ii) (Monthly Target Corporate Profit Amount) and (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo Spanish Post-Enforcement Priority of Payments;

(v)	items (f)(ii) (Monthly Target Corporate Profit Amount) and (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo German Post-Enforcement Priority of Payments; and

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(vi)	items (f)(ii) (Monthly Target Corporate Profit Amount) and (f)(iii) (Dutch FleetCo Dutch Expenses) of the Dutch FleetCo Dutch Post-Enforcement Priority of Payments,

(a)	firstly, in payment or satisfaction of amounts of Dutch FleetCo Dutch Expenses due and payable;

4.3.47	Reporting Covenants

4.3.48	"Know Your Customer" Checks

(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b)	any change in the status of a FleetCo or the composition of the shareholders of a FleetCo after the date of this Agreement; or

(c)	a proposed assignment or transfer by a Senior Noteholder of any of its rights and/or obligations under the Transaction Document to which such Senior Noteholder is a party to a party that is not a Senior Noteholder prior to such assignment or transfer,

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(ii)

Each Senior Noteholder shall, promptly upon the written request of the Issuer Security Trustee, the FleetCo Security Agent or the Transaction Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Issuer Security Trustee, the FleetCo Security Agent or the Transaction Agent in order for the Issuer Security Trustee, the FleetCo Security Agent or the Transaction Agent (as applicable) to carry out and be satisfied with the results of all necessary "know your customer" or other checks on Senior Noteholders or prospective new Senior Noteholders pursuant to the transactions contemplated in the Transaction Documents.

4.3.49	Spain specific covenants and undertakings

(i)	Dutch FleetCo shall not take any action or do anything that could result in it and Spanish Opco being members of the same "group" of companies in accordance with article 42.1 of the Spanish Commercial Code. Dutch FleetCo shall not take any action or do anything that could result in it being considered a fictitious company.

4.3.50	The Netherlands specific covenants and undertakings

(i)

Dutch FleetCo shall not, without the prior written consent of the FleetCo Security Agent, amend, modify or waive any terms of the Dutch FleetCo Premises Lease Agreement other than where such amendments or modifications are to correct a manifest error or are of a minor, formal or technical nature, and provided that Dutch FleetCo may renew such Dutch FleetCo Premises Lease Agreement on substantially the same terms without the consent of the FleetCo Security Agent.

4.3.51	France specific covenants and undertakings

(i)	French FleetCo shall ensure that all decisions by its director and general meeting are taken in France.

(ii)	French FleetCo shall ensure that all its correspondence be sent in its own name.

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(iii)	French FleetCo shall not engage in contracts with creditors under which French FleetCo would not appear as an entity clearly separated from the other entities of the Avis Group.

4.3.52	Vehicles outside the European Community

4.3.53	Dutch FleetCo Security

4.3.54	Sanctions

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5	Scheduled Amortisation

5.1	Extension of Revolving Period

5.1.1

The Central Servicer or the Parent may request the extension of the Revolving Period to a date (such date being the "New Scheduled Amortisation Date") falling after the Original Scheduled Amortisation Commencement by written request to each of the Senior Noteholders and the Transaction Agent (the "Extension Request") not less than 90 days prior to the Original Scheduled Amortisation Commencement Date setting out the proposed terms to apply to the extended Revolving Period.

5.1.2	Following receipt by the Senior Noteholders and the Transaction Agent of an Extension Request in accordance with Clause 5.1.1 above, the Central Servicer, the Parent, the Senior Noteholders and the Transaction Agent shall enter into a 90-day negotiation period (the "Negotiation Period") with a view to reaching agreement on the terms to apply to the extended Revolving Period.

5.1.3	If, within 45 days of the Senior Noteholders and the Transaction Agent receiving an Extension Request:

(a)	each Senior Noteholder shall notify the Central Servicer and the Parent (with a copy to the Issuer, the Transaction Agent, the Issuer Cash Manager, the Issuer Security Trustee) that each such Senior Noteholder is willing to accept the extension of the Revolving Period on the terms agreed with the Parent and/or the Central Servicer; and

(b)	each such Senior Noteholder enters into a commitment and/or renewal agreement with the Issuer in form and substance satisfactory to the Transaction Agent,

5.1.4

If any Senior Noteholder has declined the Extension Request and has not indicated that it intends to transfer its Senior Note to another person willing to agree to such Extension Request or has not responded at all to the Extension Request before the end of the Negotiation Period (the "Selling Senior Noteholder"), the Central Servicer and/or the Parent may, by giving notice to the Issuer Cash Manager, the Transaction Agent and the Issuer by no later than the date falling two Business Days after the end of the Negotiation Period, request that the other Senior Noteholders purchase each Senior Note held by the Selling Senior Noteholder.

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5.1.5

If more than one Senior Noteholder wishes to purchase the Senior Note held by the Selling Senior Noteholder, the Issuer, with the prior written consent of Finco and/or the Parent, may elect which Senior Noteholder(s) shall be the Purchasing Senior Noteholder(s) or whether the Senior Note held by the Selling Senior Noteholder shall be divided between such Senior Noteholders and the amounts that will be sold to each of them.

5.1.6	If any Senior Noteholder does not agree to such extension (or does not respond to the Extension Request within the relevant period and so is deemed not to agree) and subsequently does not transfer all of its Senior Note in accordance with Clause 5.1.4 above, as applicable, to a person who agrees to such extension, the Revolving Period shall not be extended.

5.1.7	If any recipient of any request (as referred to above in this Clause 5.1 (Extension of Revolving Period)), including an Extension Request, does not respond to any such request within the relevant time period, such recipient shall be deemed to have notified the relevant sender of such request that the recipient has declined the request.

5.1.8	For the avoidance of doubt, the Central Servicer and Parent may enter into refinancing arrangements with parties who are not Senior Noteholders and may procure the repayment in whole of the Senior Advances and other amounts due and payable by the Issuer on the Original Scheduled Amortisation Commencement Date in accordance with the relevant Issuer Priority of Payments.

5.2	Scheduled Amortisation Period

(i)

(a) the Issuer may only request Senior Advances, (b) the Issuer may only make FleetCo Advances, (c) the Issuer may only make VFN Advances and (d) each FleetCo may only request FleetCo Advances if, in each case, the proceeds of such FleetCo Advance, Senior Advances and VFN Advances shall be ultimately applied by the relevant FleetCo solely for the purposes of funding the purchase of Vehicles for which such FleetCo is contractually bound prior to the expiry of the Revolving Period;

(ii)

no FleetCo may purchase or order further Vehicles under any Vehicle Purchasing Agreement to which it is a party (or, in respect of the Vehicle Fleet in Germany, under the Master German Fleet Purchase Agreement and, in respect of the Vehicle Fleet in The Netherlands, under the Master Dutch Fleet Purchase Agreement), save for the Vehicles in respect of which the relevant FleetCo is contractually bound on or prior to the Scheduled Amortisation Commencement Date to make a purchase or order;

(iii)	no Opco may request further Vehicles for lease under any Master Lease Agreement save for in relation to the Vehicles in respect of which the relevant FleetCo was contractually bound on or prior to the Scheduled Amortisation Commencement Date to make a purchase or order and so purchased or ordered pursuant to Clause 5.2(ii) above;

(iv)	repayments by FleetCos under the respective FleetCo Facility Agreements and repayments by the Issuer under the Issuer Note Issuance Facility Agreement shall continue to be made;

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(v)	no payments shall be permitted to be made by the Issuer to the Subordinated Lender until the Senior Issuer Discharge Date; and

(vi)	payments by the Issuer shall be made in accordance with the Issuer Scheduled Amortisation Period (Pre-Enforcement) Priority of Payments.

6	Country Repayment Option

6.1	Selective Rapid Amortisation

6.1.1	Finco has the right but is not obliged to exercise the Italy Repayment Option, the Spain Repayment Option or the France Repayment Option (as applicable).

6.1.2	If Finco does not exercise the Italy Repayment Option, the Spain Repayment Option or the France Repayment Option within the relevant grace period relating to the relevant TRO Default, the Rapid Amortisation Period shall commence in relation to the Senior Notes and the applicable FleetCo Facility Agreements or the VFN Funding Agreement (as applicable).

6.1.3	If Finco exercises:

(a)

the Spain Repayment Option within the relevant grace period relating to the relevant TRO Default and the Central Servicer and Finco have received the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on behalf of the Issuer) in respect of the Spain Repayment Option, Clause 9 (Rapid Amortisation) shall apply in respect of the FleetCo Advances under the FleetCo Spanish Facility Agreement only;

6.2	Types of Country Repayment Option

6.2.1	Spain

(i)

Following the occurrence of a TRO Default but prior to such TRO Default becoming an Event of Default in relation to Dutch FleetCo (in respect of Spain only) or Spanish Opco, the Subordinated Lender may make an additional Issuer Subordinated Advance (the "Spain TRO Additional Issuer Subordinated Advance") to the Issuer under the Issuer Subordinated Facility Agreement in an amount specified in paragraph (ii) below.

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(ii)	Subject to paragraph (vi) below, the Issuer shall, following receipt of such Spain TRO Additional Issuer Subordinated Advance, use the proceeds thereof to repay in full:

A.	all outstanding Senior Advances to Senior Noteholders on the relevant Senior Advance Repayment Date of such Senior Advances in an amount corresponding to the Senior Note Principal Amount Outstanding (and all accrued but unpaid interest thereon) of the FleetCo Advances under the FleetCo Spanish Facility Agreement, such amount; and

B.	the part of the outstanding Subordinated Debt corresponding to the outstanding FleetCo Advances under the FleetCo Spanish Facility Agreement,

(a)	(in respect of a TRO Default in paragraph (a)(ii) of the definition of "Event of Default") 1 Business Day following such occurrence; and

(b)	(in respect of any other TRO Default) 2 Business Days following such occurrence,

(iii)	Following receipt in full by the Issuer of the Spain TRO Additional Issuer Subordinated Advance, the Issuer shall (or shall procure that the Issuer Cash Manager shall) notify the Transaction Agent, the Central Servicer and Finco of such receipt by delivering to the Transaction Agent, the Central Servicer and Finco a TRO Proceeds Confirmation on:

(a)	if received before 5:00 p.m. (GMT), the same day as the receipt by the Issuer of such amounts; and

(b)	if received at or after 5:00 p.m. (GMT), by 11:00 a.m. (GMT) on the next Business Day after receipt by the Issuer of such amounts.

(iv)	Upon and following receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) pursuant to paragraph (iii) above by the Transaction Agent, the Central Servicer and Finco:

(a)	the attorneys appointed under the Spain TRO Power of Attorney shall be entitled to exercise any power and authority pursuant to the Spain TRO Power of Attorney;

(b)	no Liquidation Agent Service Commencement Notice may be served in relation to the Vehicle Fleet in Spain; and

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(c)	the Liquidation Agent’s appointment pursuant to the Liquidation Agency Agreement shall be automatically terminated in relation to the Vehicle Fleet in Spain.

(v)	Following the repayment of the Senior Advances as required under paragraph (ii) above:

A.	all Disposal Proceeds in respect of the Vehicle Fleet in Spain received by the Dutch FleetCo, Spanish Branch shall be applied in accordance with the Dutch FleetCo Spanish Post-Enforcement Priority of Payments (the amounts in paragraph (g) (interest) and paragraph (h) (principal) of the Dutch FleetCo Spanish Post-Enforcement Priority of Payments being the "Issuer Spain TRO Amounts");

B.	the Issuer (or the Issuer Cash Manager on its behalf) shall credit the Issuer Spain TRO Amounts received by the Issuer from Dutch FleetCo, Spanish Branch, into the Issuer Spain TRO Collection Account; and

C.	the Issuer (or the Issuer Cash Manager on its behalf) shall, pursuant to and in accordance with the Issuer Spain TRO Declaration of Trust, apply the amounts standing to the credit of the Issuer Spain TRO Collection Account solely for the purposes of repaying any Spain TRO Additional Issuer Subordinated Advance.

(vi)

At the election of the Subordinated Lender, the principal amount of the Spain TRO Additional Subordinated Advances to be made by the Subordinated Lender to the Issuer may be reduced by an amount equal to the principal amount of any outstanding Subordinated Advance(s) to be repaid (the "Spain TRO Netted Amount") by the Issuer to the Subordinated Lender on the relevant Issuer Subordinated Repayment Date (as defined in the Issuer Subordinated Facility Agreement) relating to the Senior Advance Repayment Date of the Senior Advances referred to in paragraph (ii) above. In such event, the Issuer and the Subordinated Lender agree that the Issuer’s obligations to repay the Spain TRO Netted Amount shall be discharged by the Issuer’s agreement to such reduction and no further amounts shall be payable by the Issuer in respect thereof.

6.2.2	Italy

(i)

Following the exercise of the FleetCo Italian Facility Agreement Purchase Option, Finco as the transferee or the assignee shall be bound by all the provisions of the FleetCo Italian Facility Agreement (including the terms incorporated into the FleetCo Italian Facility Agreement) and shall become vested with all rights, powers, duties, obligations and limitations of rights as if originally named as "Party" of the FleetCo Italian Facility Agreement in its capacity as lender to Italian FleetCo.

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(ii)	Following receipt of the proceeds received from Finco by the Issuer pursuant to and in accordance with the exercise of the purchase option set out in clause 15.4 (Option) of the FleetCo Italian Facility Agreement (such proceeds, the "Italy TRO Finco Amounts"), the Issuer shall use such Italy TRO Finco Amounts to repay in full:

A.

all outstanding Senior Advances on the relevant Senior Advance Repayment Date of such Senior Advances (and any other amounts due and payable by the Issuer) to Senior Noteholders in an amount corresponding to the Senior Note Principal Amount Outstanding (and all accrued but unpaid interest thereon) of the FleetCo Advances under the FleetCo Italian Facility Agreement on the relevant Senior Advance Repayment Date of such Senior Advances, such amount as notified by the Transaction Agent to the Central Servicer;

B.	the part of the outstanding Subordinated Debt corresponding to the outstanding FleetCo Advances under the FleetCo Italian Facility Agreement,

(a)	(in respect of a TRO Default in paragraph (a)(ii) of the definition of "Event of Default") 1 Business Day following such occurrence; and

(b)	(in respect of any other TRO Default) 2 Business Days following such occurrence,

(iii)

Subject to (v) below, following receipt in full by the Issuer of the Italy TRO Finco Amounts, the Issuer shall (or shall procure that the Issuer Cash Manager shall) notify the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco of such payment by delivering to the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco a TRO Proceeds Confirmation on:

(a)	if received before 5:00 p.m. (GMT), the same day as the receipt by the Issuer of such amounts; and

(b)	if received at or after 5:00 p.m. (GMT), by 11:00 a.m. (GMT) on the next Business Day after receipt by the Issuer of such amounts.

(iv)	Upon and following (a) the exercise of the Italy Repayment Option and (b) the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco in accordance with paragraph (iii) above:

A.	all references to "Transaction Documents" shall no longer include the Italian Transaction Documents;

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B.	no Liquidation Agent Service Commencement Notice may be served in relation to the Vehicle Fleet in Italy; and

C.	the Liquidation Agent’s appointment pursuant to the Liquidation Agency Agreement shall be automatically terminated in relation to the Vehicle Fleet in Italy.

(v)

At the election of Finco, the principal amount of the Italy TRO Finco Amounts to be made by Finco to the Issuer may be reduced by an amount equal to the principal amount of any outstanding Subordinated Advance to be repaid (the "Italy TRO Netted Amount") by the Issuer to the Subordinated Lender on the relevant Issuer Subordinated Repayment Date (as defined in the Issuer Subordinated Facility Agreement) relating to the Senior Advance Repayment Date of the Senior Advances referred to in paragraph (ii) above. In such event, the Issuer and the Subordinated Lender agree that the Issuer’s obligations to repay the Italy TRO Netted Amount shall be discharged by the Issuer’s agreement to such reduction and no further amounts shall be payable by the Issuer in respect thereof.

(vi)	Promptly following (a) the exercise of the Italy Repayment Option and (b) the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco in accordance with paragraph (iii) above:

A.	the FleetCo Security Agent shall terminate all FleetCo Italian Security Documents in accordance with the terms thereof; and

B.

the FleetCo Secured Creditors or the FleetCo Security Agent, on behalf of the Italian FleetCo Secured Creditors, shall, at the cost of Italian FleetCo, agree to do and execute, or arrange for the doing and executing of, each act, document and thing requested of it in order to implement and/or give effect to (i) the termination of the FleetCo Italian Security Documents, (ii) the release of the Security granted or created by such FleetCo Italian Security Documents and (iii) the release in full of Italian FleetCo and each Italian Opco from all obligations owed by them under the Transaction Documents to which Italian FleetCo and/or any Italian Opco is a party, in each case, in accordance with the applicable terms thereof.

6.2.3	France

(i)

Following the exercise and settlement of (i) the VFN Funding Agreement Purchase Option and (ii) the FCT Residual Units Purchase Option, Finco as the transferee or the assignee shall be bound by (i) all the provisions of the VFN Funding Agreement (including the terms incorporated into the VFN Funding Agreement) and shall become vested with all rights, powers, duties, obligations and limitations of rights as if originally named as "Party" of the VFN Funding Agreement in its capacity as lender to the FCT and (ii) the terms and conditions of the FCT Residual Units, respectively.

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(ii)

Following receipt of the proceeds received from Finco by the Issuer pursuant to and in accordance with the exercise of the purchase option set out in (A) Clause 6.2.3(vii) (The VFN Funding Agreement Purchase Option) of this Agreement and (B) clause 2 (The FCT Residual Units Purchase Option) of the FCT Residual Units Subscription Form (such proceeds, the "France TRO Finco Amounts"), the Issuer shall use such France TRO Finco Amounts to repay in full:

A.

all outstanding Senior Advances on the relevant Senior Advance Repayment Date of such Senior Advances (and any other amounts due and payable by the Issuer) to Senior Noteholders in an amount corresponding to the Senior Note Principal Amount Outstanding (and all accrued but unpaid interest thereon) of the Variable Funding Note under the VFN Funding Agreement on the relevant Senior Advance Repayment Date of such Senior Advances, such amount as notified by the Transaction Agent to the Central Servicer; and

B.	the part of the outstanding Subordinated Debt corresponding to the outstanding principal of the Variable Fuding Note under the VFN Funding Agreement,

(a)	(in respect of a TRO Default in paragraph (a)(ii) of the definition of "Event of Default") 1 Business Day following such occurrence; and

(b)	(in respect of any other TRO Default) 2 Business Days following such occurrence,

(iii)

Subject to (v) below, following receipt in full by the Issuer of the France TRO Finco Amounts, the Issuer shall (or shall procure that the Issuer Cash Manager shall) notify the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco of such payment by delivering to the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco a TRO Proceeds Confirmation on:

(a)	if received before 5:00 p.m. (GMT), the same day as the receipt by the Issuer of such amounts; and

(b)	if received at or after 5:00 p.m. (GMT), by 11:00 a.m. (GMT) on the next Business Day after receipt by the Issuer of such amounts.

(iv)	Upon and following (a) the exercise of the France Repayment Option and (b) the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco in accordance with paragraph (iii) above:

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A.	all references to "Transaction Documents" shall no longer include the French Transaction Documents;

B.	all references to "Avis Obligors", "OpCos" or "FleetCos" shall shall no longer include Avis France and French FleetCo;

C.	no Liquidation Agent Service Commencement Notice may be served in relation to the Vehicle Fleet in France;

D.	the Liquidation Agent’s appointment pursuant to the Liquidation Agency Agreement shall be automatically terminated in relation to the Vehicle Fleet in France;

E.	the French Intermediary Bank shall be totally released from any of its obligations as lender pursuant to the FleetCo French Facility Agreement, other than accrued liabilities, if any; and

F.

any party to the French Transaction Documents (except any Deutsche Bank entities or any entities of the Avis Group) shall consider and negotiate in good faith any amendment to the French Transaction Documents submitted by any entity of the Avis Group. Notwithstanding any provision of the Framework Agreement to the contrary, such amendment to any French Transaction Documents should be made with the approval of the parties to such document only.

(v)

At the election of Finco, the principal amount of the France TRO Finco Amounts to be made by Finco to the Issuer may be reduced by an amount equal to the principal amount of any outstanding Subordinated Advance to be repaid (the "France TRO Netted Amount") by the Issuer to the Subordinated Lender on the relevant Issuer Subordinated Repayment Date (as defined in the Issuer Subordinated Facility Agreement) relating to the Senior Advance Repayment Date of the Senior Advances referred to in paragraph (ii) above. In such event, the Issuer and the Subordinated Lender agree that the Issuer’s obligations to repay the France TRO Netted Amount shall be discharged by the Issuer’s agreement to such reduction and no further amounts shall be payable by the Issuer in respect thereof.

(vi)	Promptly following (a) the exercise of the France Repayment Option and (b) the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the FleetCo Security Agent, the Central Servicer and Finco in accordance with paragraph (iii) above, if so requested by Finco:

A.	the FleetCo Security Agent shall terminate all FleetCo French Security Documents in accordance with the terms thereof; and

B.	the French FleetCo Secured Creditors or the FleetCo Security Agent, on behalf of the French FleetCo Secured Creditors, shall, at the cost of French FleetCo, agree to do and execute, or arrange for the doing and executing of, each act,

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(vii)	The VFN Funding Agreement Purchase Option:

(a)

The FCT Noteholder hereby agrees to grant to Finco, which accepts the benefit of, a purchase option pursuant to which Finco is entitled to purchase all (but not part) of the FCT Noteholder’s rights, interest and benefits under the Variable Funding Note and the VFN Funding Agreement for the amount specified in Clause 6.2.3(ii) above as at the date of the exercise of the VFN Funding Agreement Purchase Option (the "VFN Purchase Price") pursuant to the terms and conditions set out herein (the "VFN Funding Agreement Purchase Option"). Finco hereby agrees to pay, on the Initial French Funding Date to the FCT Noteholder an amount of Euro 100 as consideration for the granting of the VFN Funding Agreement Purchase Option.

(b)

Finco may, following the occurrence of a TRO Default in relation to French FleetCo or French Opco (but prior to such TRO Default becoming an Event of Default) and during the relevant grace period prior to the relevant TRO Default becoming an Event of Default (such event having not been cured or action taken in connection, in either case, to the satisfaction of the FCT Noteholder and the FleetCo Security Agent), by giving not less than 10 (ten) Business Days of notice to the FCT Noteholder and the other parties to the VFN Funding Agreement and specifying the purchase date (the "VFN Purchase Date") which shall be a Business Day, elect to exercise the VFN Funding Agreement Purchase Option and purchase all (and not part only) of the FCT Noteholder’s rights, interest and benefits under the Variable Funding Note and the VFN Funding Agreement (including, without limitation, any VFN Advances which may be outstanding as at the VFN Purchase Date). Such notice once given is irrevocable.

(c)	On the VFN Purchase Date:

A.	Finco shall pay to the FCT Noteholder in cash the VFN Purchase Price; and

B.	the FCT Noteholder shall, having received written confirmation from the Issuer Cash Manager of the payment of the VFN Purchase Price in full, transfer the Variable Funding Note and the VFN Funding Agreement in accordance with Clause 6.2.3(viii) below (the "VFN Transfer").

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(d)	The VFN Transfer by the FCT Noteholder shall be without recourse to, or representation or warranty from, the FCT Noteholder.

(e)	Each of the FCT Management Company (on its behalf and on behalf of the FCT), the FCT Custodian, the FCT Registrar, the FCT Noteholder, the FleetCo Security Agent, the Transaction Agent and Finco expressly acknowledges and agrees to the provisions set out in this Clause 6.2.3(vii) and accept the VFN Transfer set out in Clause 6.2.3(viii) below.

(viii)	VFN Transfer

(a)	Subject to the conditions set out in Clause 6.2.3(vii)(c) above:

A.	the FCT Noteholder shall execute a duly completed agreement in accordance with this Agreement and substantially in the form of Schedule 18 – Part A (Form of VFN Transfer Documents) (a "VFN Transfer Agreement");

B.	as soon as reasonably practicable after execution of the VFN Transfer Agreement, Finco shall deliver to the other parties to the VFN Funding Agreement (other than the FCT Noteholder and the FCT Management Company) a notice substantially in the form of Schedule 18 – Part B (Form of VFN Transfer Documents) (a "VFN Transfer Notice").

(b)	The VFN Transfer shall be effective on the date of the VFN Transfer Notice or, if later, the date specified in the VFN Transfer Notice (the "VFN Transfer Date").

(c)	Each party to the VFN Funding Agreement (other than the FCT Management Company, the FCT Noteholder and Finco which have acknowledged and agreed to the VFN Transfer by entering into the VFN Transfer Agreement) agrees that the delivery of a VFN Transfer Notice to them shall constitute adequate notice to each of them of the VFN Transfer.

(d)	On the Transfer Date:

A.	any reference in the VFN Funding Agreement to the FCT Noteholder will include Finco but will exclude the FCT Noteholder if no amount is or may be owed to or by it under the VFN Funding Agreement;

B.	the VFN Funding Agreement will be terminated and of no further effect with respect to the FCT Noteholder, the FleetCo Security Agent and the Transaction Agent:

C.

the FCT Noteholder, the FleetCo Security Agent and the Transaction Agent will be released and discharged from their obligations under the VFN Funding Agreement (and any corresponding, ancillary or accessory obligations by which it is bound under the other Transaction Documents to which the FCT Noteholder is a party) provided however that such release shall not affect any liabilities or obligations of the FCT

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D.	Finco will become party to the VFN Funding Agreement and will be bound by obligations equivalent to those from which the FCT Noteholder is released under paragraph A. above.

6.3	Period during which the Italy Repayment Option and/or the Spain Repayment Option and/or the France Repayment Option may be exercised

7	Consequences of Potential Event of Default Prior to an Event of Default

7.1

If a Potential Event of Default occurs in relation to Spanish Opco but prior to such Potential Event of Default becoming an Event of Default, Dutch FleetCo, Spanish Branch may not purchase or order any Vehicle under any supplemental agreement to a Vehicle Purchasing Agreement on or after the date of occurrence of the relevant Potential Event of Default until the earlier of (a) the date on which such Potential Event of Default is remedied to the satisfaction of the FleetCo Security Agent or waived by the FleetCo Security Agent and (b) date of receipt by the Transaction Agent of the TRO Proceeds Confirmation delivered by the Issuer (or the Issuer Cash Manager on its behalf) in accordance with Clause 6.2.1(iii)(b).

7.2

If a Potential Event of Default occurs in relation to any Italian Opco but prior to such Potential Event of Default being an Event of Default, Italian FleetCo may not purchase or order any Vehicle under any Vehicle Purchasing Agreement on or after the date of occurrence of the relevant Potential Event of Default until the earlier of (a) the date on which such Potential Event of Default is remedied to the satisfaction of the FleetCo Security Agent or waived by the FleetCo Security Agent and (b) date of receipt by the Transaction Agent of the TRO Proceeds Confirmation delivered by the Issuer (or the Issuer Cash Manager on its behalf) in accordance Clause 6.2.2(iii).

7.3

If a Potential Event of Default or an Event of Default occurs in relation to German Opco, Dutch FleetCo may not purchase or order any Vehicle under the Master German Fleet Purchase Agreement on or after the date of occurrence of the relevant Potential Event of Default until the date on which such Potential Event of Default or Event of Default is remedied to the satisfaction of or waived by the FleetCo Security Agent.

7.4

If a Potential Event of Default or an Event of Default occurs in relation to Dutch Opco, Dutch FleetCo may not purchase or order any Vehicle under the Master Dutch Fleet Purchase Agreement on or after the date of occurrence of the relevant Potential Event of Default until the date on which such Potential Event of Default or Event of Default is remedied to the satisfaction of or waived by the FleetCo Security Agent.

7.5	If a Potential Event of Default occurs in relation to French Opco but prior to such Potential Event of Default being an Event of Default, French FleetCo may not purchase or order any Vehicle under any Vehicle Purchasing Agreement on or after the date of occurrence of the relevant Potential Event

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8	Events of Default

8.1	Issuer Events of Default

8.2	FleetCo Events of Default

8.3	Opco Events of Default

8.4	FCT Events of Default

8.5	Consequences of Events of Default: Enforcement, Acceleration and Rapid Amortisation

8.5.1

Rapid Amortisation: Following the occurrence of a Rapid Amortisation Event, the Transaction Agent shall deliver a Rapid Amortisation Notice to the Issuer (with a copy to the Issuer Security Trustee and the Central Servicer) and the provisions set out in Clause 9 (Rapid Amortisation) shall immediately apply. The Issuer Security Trustee can assume that no Rapid Amortisation Event has occurred prior to the delivery of a Rapid Amortisation Notice and shall have no liability to any person in this regard.

8.5.2	Enforcement

(a)	Issuer Enforcement Notice

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(i)	Dutch FleetCo, Spanish Branch, with a copy to the Spanish Servicer and the Central Servicer;

(ii)	Dutch FleetCo, with a copy to the Central Servicer;

(iii)	Italian FleetCo, with a copy to each Italian Servicer and the Central Servicer; and

(iv)	French FleetCo, with a copy to the French Servicer and the Central Servicer.

8.5.3	Dutch Opco Event of Default

(i)	Upon and following the occurrence of a Dutch Opco Event of Default and in the absence of a Dutch FleetCo Event of Default:

(a)	Dutch FleetCo may (upon receipt of instructions from the FleetCo Security Agent) terminate the Master Dutch Fleet Lease Agreement and terminate or vary the terms of the Central Servicing Agreement with respect to the Dutch Cash Management Services (as defined in the Central Servicing Agreement) only;

(b)	Dutch FleetCo may not request a FleetCo Advance under the FleetCo Dutch Facility Agreement unless the sole purpose of such FleetCo Advance is to either (i) repay a maturing FleetCo Dutch Advance under the FleetCo Dutch Facility Agreement or (ii) fund the purchase of Vehicles (excluding VAT) where Dutch FleetCo is contractually bound to make the payment; and

(c)	the Dutch FleetCo Dutch Opco Event of Default Priority of Payments shall apply.

(ii)	Following the occurrence of a Dutch Opco Event of Default, (in addition to and notwithstanding any other consequences under the Transaction Documents), any proceeds of the liquidation of the Vehicle Fleet in The Netherlands shall be applied in repayment of the FleetCo Advances under the FleetCo Dutch Facility Agreement.

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8.6	Acceleration

8.6.1	Issuer Event of Default

(a)	cancel the Total Senior Noteholder Commitments whereupon they shall immediately be cancelled;

8.6.2	FleetCo Event of Default

(a)

declare that all the FleetCo Advances under each FleetCo Facility Agreement and all VFN Advances under the VFN Funding Agreement, together with accrued interest, all other amounts accrued or outstanding under the FleetCo Transaction Documents, all other FleetCo Secured Liabilities and all other amounts accrued and outstanding under the VFN Funding Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or

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9	Rapid Amortisation

9.1	During the Rapid Amortisation Period:

(i)

(a) the Issuer may only request Senior Advances, (b) the Issuer may only make VFN Advances, (c) the Issuer may only make FleetCo Advances, (d) the FCT may only request VFN Advances and (e) each FleetCo may only request FleetCo Advances if, in each case, the proceeds of such FleetCo Advance, Senior Advances and VFN Advances shall be applied by the relevant FleetCo solely for the purposes of funding the purchase of Vehicles (including, in respect of Dutch FleetCo, Spanish Branch and the French FleetCo only, any VAT in respect of such Vehicles) for which such FleetCo is contractually bound prior to the expiry of the Revolving Period;

(ii)	Clause 8.5.2(a) (Issuer Enforcement Notice) above and Clause 8.6.1 (Issuer Event of Default) shall apply;

(iii)	Clause 8.5.20 (FleetCo Enforcement Notice) above and Clause 8.6.2 (FleetCo Event of Default) shall apply;

(iv)	no payments may be permitted to be made by the Issuer to the Subordinated Lender until the Senior Issuer Discharge Date and all other obligations of the Issuer ranking in priority to the Subordinated Advances have been irrevocably and unconditionally discharged in full;

(v)	payments by the Issuer shall be made in accordance with the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments or following delivery of an Issuer Enforcement Notice, the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments;

(vi)	no Servicer or FleetCo Back-up Cash Manager may authorise payments from any of the Dutch FleetCo Spanish Bank Accounts, the Dutch Bank Account, the Dutch FleetCo German Bank Accounts, the Italian Bank Accounts, the Dutch FleetCo Dutch Bank Accounts or the French Bank Accounts without the consent of the FleetCo Security Agent;

(vii)	without prejudice to the FleetCo Security Documents, the FleetCo Security Agent shall have sole withdrawal rights in respect of any of the Dutch FleetCo Spanish Bank Accounts, the Dutch Bank Account, the Dutch FleetCo German Bank Accounts, the Italian Bank Accounts, the Dutch FleetCo Dutch Bank Accounts and the French Bank Accounts (as applicable);

(viii)	if a Servicing Transfer Event has occurred, the FleetCo Security Agent may serve a FleetCo Back-up Cash Manager commencement notice to the relevant FleetCo Back-up Cash Manager in accordance with the FleetCo Back-up Cash Management Agreement, instructing it to perform the FleetCo Back-up Cash Management Services; and

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(ix)	if a Servicing Transfer Event has occurred, the FleetCo Security Agent may serve a Servicer Termination Notice upon the relevant Servicer and deliver a Liquidation Agent Service Commencement Notice to the Liquidation Agent.

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10	Assignment and Transfer

10.1	Issuer

10.2	FleetCos

10.3	Avis Obligors

11	Additional Issuer Secured Creditors and Accession of Liquidation Agent

11.1	Acceding Senior Noteholder and Replacement Senior Noteholder

11.2	Acceding Issuer Hedge Counterparty

(i)	it delivers to the Issuer, the Issuer Security Trustee, the Transaction Agent and the Issuer Cash Manager a duly completed and executed Accession Deed substantially in the form set out in Part 1 (Form of Accession Deed for Acceding Issuer Hedge Counterparties and Acceding Subordinated Lenders) of Schedule 6 (Forms of Accession Deed) hereto;

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(ii)	it delivers to the Issuer Security Trustee and the Transaction Agent a duly completed and executed Issuer Hedging Agreement to which it is a party;

(iii)	the Issuer (or the Issuer shall procure that the Issuer Cash Manager) confirms to the Issuer Security Trustee and the Transaction Agent that no Default is continuing or would occur as a result of the Acceding Issuer Hedge Counterparty becoming an Issuer Secured Creditor; and

(iv)	to the extent that the Senior Notes are rated by one or more Rating Agencies, it has a minimum long-term unsecured rating of "BBB+" by S&P, "BBB+" by Fitch, "Baa1" by Moody’s or "BBB (high)" by DBRS and a minimum short-term unsecured rating of "A-1" by S&P, "P-1" by Moody’s, "F1" by Fitch or "R-1 (mid)" by DBRS or such other ratings required by such Rating Agency or Rating Agencies.

11.3	Acceding Subordinated Lender

11.4	Acceding Liquidation Agent

(i)	such party enters into a liquidation agency agreement with each FleetCo and the Issuer in form and substance satisfactory to the Transaction Agent and a copy of such liquidation agency agreement when duly executed is delivered to the FleetCo Security Agent and the Transaction Agent;

(ii)	it delivers to the FleetCos, the Issuer, the Issuer Security Trustee and the Transaction Agent a duly completed and executed Accession Deed substantially in the form set out in Part 3 (Form of Accession Deed for Acceding Liquidation Agent) of Schedule 6 (Forms of Accession Deed) hereto; and

(iii)	such party accedes to each FleetCo German Security Document and German FleetCo Deed of Charge, in each case, in accordance with the terms of each such document to the satisfaction of the FleetCo Security Agent and the Transaction Agent.

12	Confidentiality

12.1	Each of the Issuer Secured Creditors, FleetCo Secured Creditors and the Transaction Agent agrees that it shall not disclose any Confidential Information to any person whatsoever, save to the extent permitted by Clause 12.2 below.

12.2	Each of the Issuer Secured Creditors, FleetCo Secured Creditors and the Transaction Agent hereto shall use all reasonable endeavours to prevent any disclosure referred to in Clause 12.1, provided, however, that the provisions of Clause 12.1 shall not apply:

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(i)

to the disclosure of any information to any of its Affiliates (excluding any Affiliate who, in the reasonable opinion of the Central Servicer, carries on business directly or indirectly in competition with a Vehicle Dealer or Vehicle Manufacturer) and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Issuer Secured Creditor or the Transaction Agent shall consider appropriate if any person to whom the Confidentiality Information is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(ii)

to any person to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Document and to any of that person’s Affiliates (excluding any Affiliate who, in the reasonable opinion of the Central Servicer, carries on business directly or indirectly in competition with a Vehicle Dealer or Vehicle Manufacturer), Representatives and professional advisers;

(iii)	to any person appointed by any of the Issuer Secured Creditors, the FleetCo Secured Creditors or the Transaction Agent or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Senior Transaction Documents on its behalf;

(iv)	to the disclosure of any information insofar as such disclosure is expressly permitted by any Transaction Document;

(v)

to the disclosure of any information to any potential Acceding Senior Noteholder, potential Acceding Issuer Hedge Counterparty or potential Acceding Subordinated Lender, potential substitute or replacement Transaction Agent or potential substitute or replacement Account Bank (in each case, who receive the same under a duty of confidentiality) to the extent that they would have been entitled to receive such information had they been a party to any Issuer Transaction Document to which a Senior Noteholder, an Issuer Hedge Counterparty, Subordinated Lender, the Transaction Agent or relevant Account Bank (as applicable) is a party;

(vi)

to the disclosure of any information to any person with (or through) whom it enters into (or may potentially enter into) (whether directly or indirectly) any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Transaction Documents and/or one or more of the FleetCos, the Issuer or the Avis Obligors and to any of that person’s Affiliates (excluding any Affiliate who, in the reasonable opinion of the Central Servicer, carries on business directly or indirectly in competition with a Vehicle Dealer or Vehicle Manufacturer), Representatives and professional advisers;

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(vii)	to the disclosure of any information to a person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in the preceding paragraphs;

(viii)	to the disclosure of any information already known to an Issuer Secured Creditor or the Transaction Agent otherwise than as a result of entering into this Agreement and any of the Issuer Transaction Documents;

(ix)	to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the breach of this Agreement;

(x)	to information which is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(xi)	to information which is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(xii)

to the extent only that an Issuer Secured Creditor or a FleetCo Secured Creditor needs to disclose the same for the exercise, protection or enforcement of any of its rights under any of the Transaction Documents or, in the case of the Issuer Security Trustee and FleetCo Secured Creditor and the Transaction Agent, for the purpose of discharging its duties or obligations under or in connection with any of the Transaction Documents to which it is a party in each case to such persons as require to be informed of such information for such purposes;

(xiii)	to the disclosure of any information to a person to whom or for whose benefit that an Issuer Secured Creditor, FleetCo Secured Creditor or the Transaction Agent charges, assigns or otherwise creates Security (or may do so) pursuant to the Transaction Documents;

(xiv)	to the disclosure of any information to any Delegate nominee or attorney of the Issuer Security Trustee or the FleetCo Security Agent;

(xv)	to the disclosure of any information to its professional advisers and the Rating Agencies (if any) and their professional advisers respectively who receive the same under a duty of confidentiality; or

(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).

(xvii)	to the disclosure by any Conduit Senior Noteholder (or any administrative agent on its behalf) to any collateral trustee appointed by such Conduit Senior Noteholder to comply with Rule

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12.3	Any confidentiality undertaking signed by an Issuer Secured Creditor or a FleetCo Secured Creditor pursuant to this Clause 12 (Confidentiality) shall supersede any prior confidentiality undertaking signed by such Issuer Secured Creditor or FleetCo Secured Creditor for the benefit of any member of the Avis Group.

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13	Appointment of the Transaction Agent

13.1	Each of the Senior Noteholders hereby appoints the Transaction Agent to carry out certain functions as set out in this Clause 13 (Appointment of the Transaction Agent).

13.2	Delivery of Compliance Certificates on each Reporting Date

(i)

4 Business Days prior to the Initial Senior Advance Drawdown Date and thereafter by 2:00 p.m. (CET) on each Reporting Date in respect of the immediately preceding Calculation Date or, as the case may be, each Intra-Month Reporting Date, in respect of the immediately preceding Intra-Month Cut-Off Date on which such FleetCo or the Issuer (as applicable) is intending to submit a FleetCo Advance Drawdown Notice or a Senior Advance Drawdown (as applicable):

(a)	Dutch FleetCo shall (or shall procure that the Central Servicer) provide the Transaction Agent, the FleetCo Security Agent, the Issuer, the Issuer Security Trustee and the Issuer Cash Manager a FleetCo Compliance Certificate substantially in the form set out in Part 2 (Form of FleetCo Compliance Certificate) of Schedule 7 hereto in respect of the Vehicle Fleet of Dutch FleetCo in Germany;

(ii)

4 Business Days prior to the Initial Dutch Funding Date and thereafter by 2:00 p.m. (CET) on each Reporting Date in respect of the immediately preceding Calculation Date or, as the case may be, each Intra-Month Reporting Date, in respect of the immediately preceding Intra-Month Cut-Off Date on which such FleetCo or the Issuer (as applicable) is intending to submit a FleetCo Advance Drawdown Notice or a Senior Advance Drawdown (as applicable), Dutch FleetCo shall (or shall procure that the Central Servicer) provide the Transaction Agent, the FleetCo Security Agent, the Issuer, the Issuer Security Trustee and the Issuer Cash Manager a FleetCo Compliance Certificate substantially in the form set out in Part 2 (Form of FleetCo Compliance Certificate) of Schedule 7 hereto in respect of the Vehicle Fleet of Dutch FleetCo in The Netherlands; and

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(iii)

4 Business Days prior to the Initial French Funding Date and thereafter by 2:00 p.m. (CET) on each Reporting Date in respect of the immediately preceding Calculation Date or, as the case may be, each Intra-Month Reporting Date, in respect of the immediately preceding Intra-Month Cut-Off Date on which such FleetCo or the Issuer (as applicable) is intending to submit a FleetCo Advance Drawdown Notice or a Senior Advance Drawdown (as applicable), French FleetCo shall (or shall procure that the French Servicer) provide the Transaction Agent, the FleetCo Security Agent, the Issuer, the Issuer Security Trustee and the Issuer Cash Manager a FleetCo Compliance Certificate substantially in the form set out in Part 2 (Form of FleetCo Compliance Certificate) of Schedule 7 hereto in respect of the Vehicle Fleet of French FleetCo.

13.3	Determinations by the Transaction Agent

(i)

deliver on each Information Date to each Senior Noteholder, based on all the reports and certificates received by the Transaction Agent under this Agreement, an Investor Report in respect of the immediately preceding calendar month, provided that the provisions of Clause 13.5 (Instructions to Transaction Agent and exercise of discretion) to Clause 13.37 (Exclusion of Liability) apply in full without modification; and

(ii)	allocate reference numbers to each Senior Advance following receipt of the Senior Advance Drawdown Notice from the Issuer or the Issuer Cash Manager on behalf of the Issuer and notify such reference number to the Registrar.

13.4	Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent

13.4.1

Subject to Clause 24 (Consents, Amendments, Waivers and Modifications), the Transaction Agent shall, from time to time (a) agree, consent to or direct the Issuer Security Trustee to agree or consent to, any amendment or modification to or waiver of any provision of any of the Transaction Documents and (b) direct or instruct the Issuer Security Trustee in respect of any of the matters where such instruction is required or contemplated in Clauses 8.5 (Consequences of Events of Default: Enforcement, Acceleration and Rapid Amortisation), 8.6 (Acceleration) and 9 (Rapid Amortisation):

(i)

in respect of the consents, directions, instructions, amendments, waivers or modifications or other matters (including, without limitation, matters relating to enforcement of the Issuer Security and/or the FleetCo Security) set out in Schedule 5 (Amendments and Waiver Consent Requirements) only if so directed by all the Senior Noteholders pursuant to Clause 24.6 (Schedule 5 (Amendments and Waiver Consent Requirements)); and

(ii)	in respect of any other consents, directions, instructions, amendments, waivers, or modifications or any matters (including, without limitation, matters relating to the

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13.4.2

The Transaction Agent shall only (or shall direct that the Issuer Security Trustee shall only) (a) agree or consent to any amendment or modification to, or waiver of any provision of, this Agreement, or any other Issuer Transaction Document if and (b) give any instructions or directions referred to in Clause 13.4.1 above if it is so directed by the Majority Senior Noteholders or all the Senior Noteholders (as the case may be) as provided in Clause 13.4.1 above.

13.4.3	Any consent, direction, instruction, amendment, waiver or modification of Transaction Document given by the Transaction Agent shall mean, following the irrevocable and unconditional discharge in full of the Senior Noteholder Debt, the Issuer Security Trustee giving such consent, direction, instruction, amendment, waiver or modification if the Issuer Security Trustee is so directed by:

(i)

the Issuer Hedge Counterparties (provided that in the case of the occurrence of a Termination Event or an Event of Default (each as defined in the relevant Issuer Hedging Agreement) in respect of which an Issuer Hedge Counterparty is an Affected Party (as defined in the relevant Issuer Hedging Agreement) or the Defaulting Party (as defined in the relevant Issuer Hedging Agreement), such Issuer Hedge Counterparty shall be excluded); and

(ii)	where all Issuer Hedge Counterparties are excluded under paragraph (i) above or where the Senior Issuer Debt has been irrevocably and unconditionally discharged in full, by the Subordinated Lender.

13.5	Instructions to Transaction Agent and exercise of discretion

(i)

The Transaction Agent shall, subject to it being indemnified and/or secured and/or prefunded to its satisfaction, act or exercise any right, power, authority or discretion vested in it as Transaction Agent (or refrain from acting or exercising any right, power, authority or discretion vested in it as Transaction agent) in accordance with any instructions given to it pursuant to Clause 13.4.1 above.

(ii)	The Transaction Agent shall be entitled to assume (without liability to any person) that:

(a)	any instructions received by it from a Senior Noteholder are duly given in accordance with the terms of the Transaction Documents and that the relevant Senior Noteholder has all authority and direction to give such instructions; and

13.6	No Duty to Verify

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13.6.1	verify any of the data supplied by any Servicer, a FleetCo, any Cash Manager or any FleetCo Back-up Cash Manager;

13.6.2	audit or monitor the activities of any Servicer, a FleetCo, any Cash Manager or any FleetCo Back-up Cash Manager;

13.6.3	confirm the accuracy or validity of any data supplied to any Servicer, a FleetCo, any Cash Manager or the Issuer in respect of any FleetCo Compliance Certificate or Issuer Compliance Certificate or any other report required to be provided to the Transaction Agent under this Agreement; or

13.6.4	verify the accuracy of the representations made by FleetCos pursuant to Clause 4.3.6 (FleetCo Compliance Certificate).

13.7	Senior Advances

(i)

use information from the Issuer Cash Management Report and any other information provided to it under this Agreement (including, without limitation, any financial statements provided by an Avis Obligor) from the preceding Calculation Period to maintain a record of the basis of interest for each Senior Advance, the Senior Advance Interest Periods applicable to such Senior Advance and the accrued interest from time to time in respect of such Senior Advance;

(ii)	on or prior to the Payment Confirmation Date, notify the Central Servicer and the Issuer Cash Manager, from time to time, of the relevant interest applicable to each outstanding Senior Advance; and

(iii)	carry out certain other administrative functions under the Issuer Note Issuance Facility Agreement.

13.8	Italy Repayment Option, Spain Repayment Option and France Repayment Option

13.9	Remuneration of the Transaction Agent

13.10	Indemnity of the Transaction Agent

13.10.1

Indemnity from Senior Noteholders: The Senior Noteholders shall indemnify the Transaction Agent and anyone appointed by it or to whom any of its functions may be delegated in respect of all liabilities and expenses incurred by it or by anyone appointed by it or to whom any of its functions may be delegated by it in the carrying out of any functions which it performs and against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or properly incurred in disputing or defending any

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13.10.2	This Clause 13.10 (Indemnity of the Transaction Agent) will continue in full force and effect as regards the Transaction Agent even if it no longer is Transaction Agent.

13.11	Advice

13.12	Transaction Agent to Assume Performance

13.13	Certificate from the Issuer and the Issuer Secured Creditors

13.14	Deposit of Documents

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13.15	Discretion

13.16	Agents

13.17	Delegation

13.18	Nominees

13.19	Confidentiality

13.20	Determinations Conclusive

13.21	Currency Conversion

13.22	Material Prejudice

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13.23	Directions of Senior Noteholders or an Issuer Secured Creditor

13.24	No Responsibility for Ratings

13.25	Consent of the Transaction Agent

13.26	Entitlement of the Transaction Agent

13.26.1	Senior Noteholders as a Class: save as expressly provided otherwise in this Agreement, the Transaction Agent shall have regard to the interests of the Senior Noteholders as a class and shall not have regard to the consequences of such exercise for individual Senior Noteholders.

13.26.2	Reliance upon Direction of Senior Noteholders: when required to have regard to the interests of any Senior Noteholder, the Transaction Agent may consult with such Senior Noteholder and shall be entitled to rely upon a written direction from such Senior Noteholder without liability to any person.

13.26.3	Acknowledgement: each of the Senior Noteholders hereby acknowledges and concurs with the provisions of this Clause 13.26 (Entitlement of the Transaction Agent) and each of them agrees that it shall have no claim against the Transaction Agent as a result of the application thereof.

13.27	Deficiency Arising from Tax

13.28	No Duty to Monitor

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13.29	Title of the Issuer to the Issuer Secured Property

13.30	No Liability for Value of Issuer Secured Property

13.31	Validity of Issuer Security

13.32	No Action Required

(i)	require the Transaction Agent to do anything which may be illegal or contrary to applicable law or regulation or the requirements of any regulatory authority or prevent the Transaction Agent from doing anything which is necessary or desirable to comply with any applicable law or regulation or the requirements of any regulatory authority; or

(ii)

require the Transaction Agent, and the Transaction Agent will not be bound, to take any action, step or proceeding or to do anything which may cause it to expend or risk its own funds or otherwise incur any Liability in the performance of any of its duties or in the exercise of any of its rights, powers, authorities or discretions or otherwise in connection with this Agreement or any other Transaction Document if it believes that repayment of such funds is not assured to it or it is not indemnified and/or secured and/or prefunded to its satisfaction against such Liability and, for this purpose, the Transaction Agent may demand prior to taking any such action that there be paid to it in advance such sums as it considers (without prejudice to any further demand) sufficient so to indemnify it.

13.33	Instructions

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13.34	Transaction Agent to Assume Accuracy

13.35	Responsibility for Agents, etc.

13.36	Duties of the Transaction Agent

13.37	Exclusion of Liability

13.37.1	Without limiting Clause 13.37.2 below (and without prejudice to any other provision of any Transaction Document excluding or limiting the liability of the Transaction Agent), the Transaction Agent shall not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(a)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document, unless directly caused by its Breach of Duty;

(b)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document; or

(c)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

A.	any act, event or circumstance not reasonably within its control; or

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B.	the general risks of investment in, or the holding of assets in, any jurisdiction,

13.37.2

No Party (other than the Transaction Agent) may take any proceedings against any officer, employee or agent of the Transaction Agent in respect of any claim it might have against the Transaction Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document and any officer, employee or agent of the Transaction Agent may rely on this Clause 13.37 (Exclusion of Liability) subject to the provisions of the Contracts (Rights of Third Parties) Act 1999.

13.37.3

The Transaction Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Transaction Documents to be paid by the Transaction Agent if the Transaction Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Transaction Agent for that purpose.

13.37.4	Nothing in this Agreement shall oblige the Transaction Agent to carry out:

(a)	any "know your customer" or other checks in relation to any person; or

(b)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any other Party,

13.37.5

Without prejudice to any provision of any Transaction Document excluding or limiting the Transaction Agent's liability, any liability of the Transaction Agent arising under or in connection with any Transaction Document shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Transaction Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Transaction Agent at any time which increase the amount of that loss. In no event shall the Transaction Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Transaction Agent has been advised of the possibility of such loss or damages.

13.37.6	The Transaction Agent may act in relation to the Transaction Documents through its officers, employees and agents and the Transaction Agent shall not:

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(a)	be liable for any error of judgement made by any such person; or

(b)	be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of, any such person,

13.37.7

Notwithstanding any provision of any Transaction Document to the contrary, the Transaction Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

13.38	Resignation of Transaction Agent and Appointment of Substitute Transaction Agent

13.38.1

The Transaction Agent may resign its appointment hereunder upon not less than three months’ prior written notice to the Issuer, Issuer Security Trustee and the Senior Noteholders, provided that such resignation shall not take effect until a successor has been duly appointed by the Senior Noteholders (or, in the event that the Senior Noteholders have not appointed a successor Transaction Agent by the date following 30 days prior to the expiry of such notice period, by the Transaction Agent) in accordance with the conditions in this Clause 13.38.1.

13.38.2	Any change of Transaction Agent under this Clause 13.38 (Resignation of Transaction Agent and Appointment of Substitute Transaction Agent) is subject to the following conditions: (i) the successor Transaction Agent is an Acceptable Bank, and (ii) the Majority Senior Noteholders and the Issuer Security Trustee (in its personal capacity) have consented to such change.

13.38.3

A change of Transaction Agent under this Clause 13.38 (Resignation of Transaction Agent and Appointment of Substitute Transaction Agent) shall only become effective when the proposed successor Transaction Agent agrees with each party hereto to fulfil the role of Transaction Agent under this Agreement and be bound by the terms of the Relevant Transaction Document in its capacity as a Transaction Agent.

13.38.4	Forthwith upon the appointment of a substitute Transaction Agent in accordance with this Clause 13.38 (Resignation of Transaction Agent and Appointment of Substitute Transaction Agent) the Transaction Agent shall deliver to such substitute all records or data received under the Transaction Documents and being in its possession.

13.38.5	The Transaction Agent agrees that, following the termination of its appointment in accordance with this Clause 13.38 (Resignation of Transaction Agent and Appointment of Substitute Transaction Agent), it shall continue to be bound by all confidentiality undertakings it has agreed under the Transaction Documents to which it is a party, as though it was still a party to such Transaction Documents.

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13.38.6	The appointment of the Transaction Agent hereunder will terminate on the earliest to occur of:

(i)

the termination of appointment by the Majority Senior Noteholders following either a breach of a material obligation of the Transaction Agent under this Agreement or the occurrence of a Third Party Insolvency Event or the commencement of any Third Party Insolvency Proceedings in relation to the Transaction Agent subject to a replacement being appointed subject to the conditions in Clause 13.38.1 above;

(ii)	the Final Maturity Date or, if earlier, the date on which all Senior Issuer Debt is repaid in full; and

(iii)	the appointment of a successor Transaction Agent pursuant to this Clause 13.38 (Resignation of Transaction Agent and Appointment of Substitute Transaction Agent) hereto.

13.38.7	Following receipt by the Transaction Agent of the rating of the Senior Notes by a Rating Agency, the Transaction Agent shall notify the Issuer, the Issuer Account Banks, the FleetCo Account Banks, the Central Servicer and the Issuer Cash Manager of:

(i)	the ratings assigned by such Rating Agency to such Senior Notes; and

(ii)	the ratings in the definition of "Acceptable Bank" as required by such Rating Agency in respect of the FleetCo Account Banks and the Issuer Account Bank.

13.39	General Undertaking of the Transaction Agent

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14	FleetCo Security Agent

14.1	Acknowledgement of Appointment of FleetCo Security Agent

14.1.1	Each of the Spanish FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed to act as its security agent under and in connection with the FleetCo Transaction Documents to which Dutch FleetCo, Spanish Branch is a party and in respect of FleetCo Secured Liabilities owed to it under and in accordance with the Spanish FleetCo Deed of Charge.

14.1.2	Each of the German FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed under the German FleetCo Deed of Charge to act as its security agent under and in connection with the English Transaction Documents and the Dutch Transaction Documents to which Dutch FleetCo is a party.

14.1.3	Each of the German FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed under the German FleetCo Deed of Charge to act as its German security trustee (Sicherheitentreuhänder) under and in connection with the German Transaction Documents to which Dutch FleetCo is a party.

14.1.4	Each of the Italian FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed to act as its security agent under and in connection with the FleetCo Transaction Documents to which Italian FleetCo is a party and in respect of FleetCo Secured Liabilities owed to it under and in accordance with the Italian FleetCo Deed of Charge.

14.1.5	Each of the Dutch FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed to act as its security agent under and in connection with the FleetCo Transaction Documents to which Dutch FleetCo is a party and in respect of FleetCo Secured Liabilities owed to it under and in accordance with the Dutch FleetCo Deed of Charge.

14.1.6	Each of the French FleetCo Secured Creditors acknowledges that the FleetCo Security Agent has been appointed to act as its security agent under and in connection with the FleetCo Transaction Documents to which French FleetCo is a party and in respect of FleetCo Secured Liabilities owed to it under and in accordance with the French FleetCo Deed of Charge.

14.2	Instructions to FleetCo Security Agent

14.2.1	Subject to Clause 14.2.3 below, the FleetCo Security Agent:

(i)

shall act (or refrain from exercising any right, power, authority or discretion vested in it as FleetCo Security Agent) in accordance with any instructions given to it by the Issuer Security Trustee (acting on the instructions received by it pursuant to Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)) provided that, prior to the

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(a)	prior to the irrevocable and unconditional discharge in full of Senior Noteholder Debt, the Transaction Agent;

(b)

following the irrevocable and unconditional discharge in full of the Senior Noteholder Debt but prior to the irrevocable and unconditional discharge in full of the Issuer Hedging Debt, the Issuer Hedge Counterparties (provided that in the case of the occurrence of a Termination Event or an Event of Default (each as defined in the relevant Issuer Hedging Agreement) in respect of which an Issuer Hedge Counterparty is an Affected Party (as defined in the relevant Issuer Hedging Agreement) or the Defaulting Party (as defined in the relevant Issuer Hedging Agreement), such Issuer Hedge Counterparty shall be excluded); and

(c)	where all Issuer Hedge Counterparties are excluded under paragraph (b) above or where the Senior Issuer Debt has been irrevocably and unconditionally discharged in full, the Subordinated Lender.

(ii)	shall be entitled to assume that:

(a)	any such instructions received by it are duly given in accordance with the terms of the Transaction Documents; and

(b)	unless it has received actual notice of revocation, that those instructions or directions have not been revoked.

14.2.2	The FleetCo Security Agent shall be entitled to request instructions, or clarification of any direction, from:

(i)	prior to the delivery of an Issuer Enforcement Notice, the Transaction Agent; and

(ii)	upon and following the delivery of an Issuer Enforcement Notice, the Issuer Security Trustee (acting in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) and paragraph 8 (Instructions to Issuer Security Trustee and exercise of discretion) of Schedule 16 (Issuer Intercreditor Terms)),

14.2.3	Any instructions given to the FleetCo Security Agent in accordance with this Clause 14.2 (Instructions to FleetCo Security Agent) shall override any conflicting instructions given by any other Parties.

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(i)	a completed draft Senior Advance Drawdown Notice(s) from the Central Servicer in accordance with the Central Servicing Agreement;

(ii)	one or more completed draft FleetCo Advance Drawdown Notice(s) from the relevant FleetCo (or its related FleetCo Servicer) in accordance with clause 3.2 (FleetCo Advance Drawdown Notice) of the relevant FleetCo Facility Agreement and the Central Servicing Agreement;

(iii)	(as applicable) any no drawing confirmation in accordance with clause 3.2.3 of the relevant FleetCo Facility Agreement and the Central Servicing Agreement; and

(iv)	each report and certificate set out in Clause 13.2 (Appointment of the Transaction Agent) and Clause 15 (Provision of Information and Reports) in respect of a FleetCo Advance drawdown and a Senior Advance drawdown,

(i)

If the Transaction Agent confirms in accordance with Clause 14A.1.1 above that the Country Asset Value Test and the Issuer Borrowing Base Test have been complied with, the Issuer shall execute the completed Senior Advance Drawdown Notice and any Subordinated Advance Drawdown Notice for any Issuer Subordinated Advance which is drawn for the purposes set out in Clause 4.2.1(a) of the Issuer Subordinated Facility Agreement and the Issuer shall immediately (and in any event by no later than the 12:00 noon (London time) on the Information Date or the Intra-Month Information Date (as applicable)) deliver such executed Senior Advance Drawdown Notice and such executed Subordinated Advance Drawdown Notice to the Issuer Cash Manager.

(ii)

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

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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.

(i)

Following receipt of an executed Senior Advance Drawdown Notice and an executed Subordinated Advance Drawdown Notice for an Issuer Subordinated Advance proposed to be drawn for the purposes set out in clause 4.1.2(a) of the Issuer Subordinated Facility Agreement by 12:00 noon (London time) on the Information Date or the Intra-Month Information Date, as applicable, the Issuer Cash Manager shall by no later than 4:00 p.m. (London time) on the Information Date or the Intra-Month Information Date (as applicable) deliver such executed Senior Advance Drawdown Notice to each Senior Noteholder and such executed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to the Transaction Agent and the Central Servicer.

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

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(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.

(iv)	The Issuer Cash Manager will not be liable to any person for any delay or failure to deliver any such Senior Advance Drawdown Notice or any such Subordinated Advance Drawdown Notice in this Clause 14A.1.3 caused by any delay or failure by the Issuer to deliver such duly signed Senior Advance Drawdown Notice or Subordinated Advance Drawdown Notice, as applicable.

(a)	The Central Servicer shall determine on each Reporting Date (the "Shortfall Notification Date") whether:

(i)	the Issuer Available Funds on the immediately following Settlement Date are or will be insufficient to satisfy in full all the amounts due and payable by the Issuer on such Settlement Date other than amounts due and payable under the Subordinated Advances (such shortfall, the "Issuer AF Shortfall");

(ii)	the FleetCo Available Funds of any Country (other than France) on the immediately following Settlement Date are or will be insufficient to satisfy in full all amounts payable by the relevant FleetCo on such Settlement Date (such shortfall, the "FleetCo AF Shortfall"); and

(iii)	the FCT Available Funds on the immediately following Settlement Date are or will be insufficient to satisfy in full all amounts payable by the FCT on such Settlement Date (such shortfall, the "FCT AF Shortfall").

(b)	If the Central Servicer determines on any Shortfall Notification Date that there shall be:

(i)	an Issuer AF Shortfall;

(ii)	a FleetCo AF Shortfall; or

(iii)	a FCT AF Shortfall,

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(c)	If the Central Servicer makes any notification pursuant to paragraph (b) above, the FleetCo Security Agent shall by 4:00 p.m. (CET) on the Information Date immediately following such Shortfall Notification Date:

(i)	without instruction or direction from any party (notwithstanding the provisions of Clause 14.2 (Instructions to FleetCo Security Agent)), make a demand under the Finco Payment Guarantee in an amount equal to the relevant Issuer AF Shortfall and/or, as the case may be, FleetCo AF Shortfall and/or, as the case may be, FCT AF Shortfall;

(ii)	as part of such demand, direct Finco to credit such amount to the Issuer Transaction Account; and

(iii)	following the making of such demand, promptly notify the Transaction Agent that such demand has been made.

(d)

The FleetCo Security Agent shall not be responsible for ascertaining whether or not there is an Issuer AF Shortfall and/or, as the case may be, a FleetCo AF Shortfall and/or, as the case may be, a FCT AF Shortfall and shall be entitled to rely and act on any information from the Central Servicer and shall have no liability to any person for making the demand or for any delay or failure caused by it not receiving any relevant information in a timely fashion.

14.3	14A.3 Issuer Letters of Credit Demand

(i)	By 10:00 a.m. (GMT) on the Lease Payment Date immediately following a Shortfall Notification Date upon which an Issuer AF Shortfall and/or a FleetCo AF Shortfall and/or an FCT AF Shortfall has occurred and been notified to the Transaction Agent and the Issuer Cash Manager, the Issuer Cash Manager shall notify the Issuer Security Trustee and the Transaction Agent whether:

(a)	the Issuer has received the Issuer AF Shortfall and/or, as the case may be, the FleetCo AF Shortfall and/or, as the case may be, the FCT AF Shortfall; or

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(ii)

If the Issuer Cash Manager does not notify that either paragraph (i)(a) or paragraph (i)(b) above has occurred, the Issuer Security Trustee shall, by no later than 5:00 pm (GMT) on the Business Day immediately following the directions referred to in paragraph (a) below, make a Demand (as defined in the relevant Issuer Letter of Credit) in accordance with the relevant Issuer Letter of Credit to each Issuer LC Provider in an amount equal to the lesser of (a) the Issuer LC Covered Amount and (b) the Issuer AF Shortfall, in each case, pro rata to the Available LC Commitment Amount relating to each such Issuer LC Provider, provided that (this proviso being the "IST Proviso") the Issuer Security Trustee:

(a)	has been directed to do so by 10:00 a.m. (GMT) on the relevant date pursuant to Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) and paragraph 8 (Instructions to Issuer Security Trustee and exercise of discretion) of the Issuer Intercreditor Terms in Schedule 16 (Issuer Intercreditor Terms);

14A.3.2	At any time following notification to it by the Central Servicer of the occurrence of the Expected Maturity Date:

(a)	the Issuer Security Trustee shall (subject to the IST Proviso mutatis mutandis) by no later than 5:00 p.m. (GMT) on the Business Day following the Issuer Security Trustee being directed or instructed to do so in accordance with the IST Proviso draw on the Issuer Letters of Credit in an amount equal to the Available LC Commitment in respect of such Issuer LC Provider; and

(b)	the Issuer shall procure that such amount drawn under (i) above is credited to the Issuer Reserve Account and that the Issuer Cash Manager take into account such amounts in the calculation of the relevant Issuer Available Reserve Account Amount.

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(i)	the Transaction Agent has not received evidence satisfactory to it three Business Days prior to the then current Letter of Credit Expiration Date that the Issuer Reserves will, on the then current Letter of Credit Expiration Date, be more than or equal to the Issuer Reserve Required Amount; and

(ii)	the Transaction Agent has instructed the Issuer Security Trustee by 10:00 a.m. (London time) on the Business Day prior to the then current Letter of Credit Expiration Date to make a Demand (as defined in the relevant Issuer Letter of Credit),

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15	Provision of Information and Reports

15.1	Monthly Central Servicer Reports

15.1.1	The Central Servicer shall provide to the Transaction Agent, the FleetCo Security Agent, the Issuer and the Issuer Cash Manager on or before 2:00 p.m. (CET) on each Reporting Date a Monthly Central Servicer Report setting out information on the assets of the relevant FleetCo as of the Calculation Date immediately preceding such Reporting Date.

15.1.2	Each Monthly Central Servicer Report shall be substantially in the form set out in Part 1 (Form of Monthly Central Servicer Report) of Schedule 10 (Form of Central Servicer Reports).

15.2	FleetCo Cash Management and Lease Reports

15.2.1

Each FleetCo shall (or shall procure that the relevant Opco or (in the case of Dutch FleetCo in respect of its Vehicle Fleets in Germany and/or The Netherlands) Finco, in its capacity as Servicer on behalf of its related FleetCo under the relevant Servicing Agreement and in respect of the relevant Opco as Lessee under the relevant Master Lease Agreement shall), in respect of the immediately preceding Calculation Period, provide to the Transaction Agent, the FleetCo Security Agent, the Issuer and the Issuer Cash Manager a FleetCo Cash Management and Lease Report, on or prior to 2:00 p.m. (CET) on each Reporting Date.

15.2.2

Each FleetCo Cash Management and Lease Report shall be substantially in the form set out in in Part 2 (Form of FleetCo Cash Management and Lease Report) of Schedule 8 (Forms of Cash Management Reports) hereto, provided that each FleetCo Cash Management and Lease Report prepared by Italian FleetCo shall provide for separate sections in respect of (i) the Maggiore Vehicles and Maggiore Italian Opco and (ii) the vehicle fleet of Italian FleetCo other than the Maggiore Vehicles and Avis Italian Opco.

15.3	Fleet Reports

15.3.1

Each Lessee shall prepare a Fleet Report in respect of Spain, Italy, Germany, The Netherlands and France (as applicable) and in respect of the immediately preceding Calculation Period, provided that Maggiore Italian Opco in its capacity as Lessee shall prepare its Fleet Report only with respect to the Maggiore Vehicles leased by itself and Avis Italian Opco in its capacity as Lessee shall prepare its Fleet Report only with respect to any Vehicles leased by itself. Each Lessee shall deliver such Fleet Report, to the relevant FleetCo, each FleetCo Servicer and the Transaction Agent, the FleetCo Security Agent, the Issuer and the Issuer Cash Manager on or prior to 2:00 p.m. (CET) on each Reporting Date.

15.3.2	Each Fleet Report shall be substantially in the form set out in Schedule 9 (Form of Fleet Report).

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15.4	Issuer Cash Management Reports

15.5	Intra-Month Central Servicer Report

15.5.1	The Central Servicer shall provide the Transaction Agent, the FleetCo Security Agent, the Issuer and the Issuer Cash Manager an Intra-Month Central Servicer Report in respect of the immediately preceding Calculation Period on or prior to 2:00 p.m. (CET) four (4) Business Days prior to:

(i)	a drawdown of the FleetCo Advance, in each case, for a drawdown on a Business Day other than on a Settlement Date if:

(a)

the aggregate of all such drawdowns of FleetCo Advances under the same FleetCo Facility Agreement on the same date is in an amount greater than the outstanding FleetCo Advance(s) under the same FleetCo Facility Agreement that are repaid on the same date, with the difference between such drawdown(s) of FleetCo Advance(s) and the outstanding FleetCo Advance(s) and the outstanding FleetCo Advance(s) under the same FleetCo Facility Agreement that are being repaid on the same date being the "FleetCo Advance Additional Amount"; and

(b)	the aggregate of FleetCo Advance Additional Amounts in relation to each FleetCo Facility Agreement (if any) since the date of the latest Intra-Month Central Servicer Report is greater than or equal to €40,000,000; or

(ii)	a proposed withdrawal from any Issuer Account by the Issuer and/or any FleetCo Account by FleetCo in accordance with Clause 4.1.35(e) (Withdrawals from Issuer Transaction Account) or Clause 4.3.43(d)(ii)(B) (Withdrawals from FleetCo Bank Accounts), respectively.

15.5.2	Each Intra-Month Central Servicer Report shall be substantially in the form set out in Part 2 (Form of Intra-Month Central Servicer Report) of Schedule 10 (Form of Central Servicer Reports) hereto.

15.6	Designation of Vehicles

(a)	Eligible Vehicles in the relevant Country as "Non-Eligible Vehicles"; and

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(b)	Non-Eligible Vehicles in the relevant Country as "Eligible Vehicles" only if such Vehicles satisfy all of the eligibility criteria set out in the definition of "Eligible Vehicles".

15.7	Annual Supplemental Agreement Reports

(a)	on or prior to 30 June 2015 in respect of Supplemental Agreements which are in force and effect and entered into on or prior to the date on which such Supplemental Agreement Report is delivered; and

(b)	thereafter, on or prior to 1 May of each year in respect of Supplemental Agreements entered into since the preceding Supplemental Agreement Report.

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16	Parallel Debt

16.1

Notwithstanding any other provision in any FleetCo Transaction Document, Dutch FleetCo hereby irrevocably and unconditionally, by way of an independent acknowledgement of indebtedness, undertakes to pay to the FleetCo Security Agent as a creditor in its own right and not as a representative of the relevant FleetCo Secured Creditors (excluding the FleetCo Security Agent), as and when those amounts are due under the relevant FleetCo Transaction Document, amounts equal to:

(i)	the amount of the FleetCo German Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent);

(ii)	the amount of the FleetCo Spanish Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent); and

(iii)	the amount of the FleetCo Dutch Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent).

16.2

Dutch FleetCo and the FleetCo Security Agent acknowledge that the obligations of Dutch FleetCo under Clause 16.1(i) above (the "German Parallel Debt"), under Clause 16.1(ii) above (the "Spanish Parallel Debt") and under Clause 16.1(iii) above (the "Dutch Parallel Debt") are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of Dutch FleetCo being:

(i)	the FleetCo German Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent);

(ii)	the FleetCo Spanish Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent); and

(iii)	the FleetCo Dutch Secured Liabilities (excluding any liabilities owed to the FleetCo Security Agent)

(a)	the relevant Parallel Debt shall be decreased to the extent that the associated Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(b)	the relevant Corresponding Debt shall be decreased to the extent that the associated Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(c)	the amount of the relevant Parallel Debt shall at all times be equal to the amount of the associated Corresponding Debt.

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16.3	The relevant Parallel Debt will become due, if and to the extent that the associated Corresponding Debt has become due.

16.4

For the purpose of this Clause 16 (Parallel Debt), the FleetCo Security Agent acts in its own name and not as a trustee, and its claims in respect of either Parallel Debt shall not be held on trust. The FleetCo Security to be granted under the FleetCo Dutch Security Documents or the Dutch FleetCo Dutch Security Documents to the FleetCo Security Agent to secure the relevant Parallel Debt will be granted to the FleetCo Security Agent in its capacity as creditor of the relevant Parallel Debt and shall not be held on trust.

16.5

All monies received or recovered by the FleetCo Security Agent pursuant to this Clause 16 (Parallel Debt), and all amounts received or recovered by the FleetCo Security Agent from or by the enforcement of any FleetCo Security granted to secure either Parallel Debt, shall be applied in accordance with the relevant FleetCo Post-Enforcement Priorities of Payments, the German FleetCo Deed of Charge, the Dutch FleetCo Deed of Charge and the relevant FleetCo Dutch Security Documents or the Dutch FleetCo Dutch Security Documents, as appropriate.

16.6	Without limiting or affecting the FleetCo Security Agent’s rights against Dutch FleetCo (whether under this Clause 16 (Parallel Debt) or under any other provision of the FleetCo Transaction Documents), Dutch FleetCo acknowledges that:

(i)	nothing in this Clause 16 (Parallel Debt) shall impose any obligation on the FleetCo Security Agent to advance any sum to Dutch FleetCo or otherwise under any FleetCo Transaction Document; and

(ii)	for the purpose of any vote under any FleetCo Transaction Document or the FleetCo Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Senior Noteholder, if applicable

17	Security Interests: Acknowledgements

(i)	the Security Interests made or granted by the Issuer under the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge;

(ii)	the Security Interests made or granted by Dutch FleetCo under the FleetCo German Security Documents, the FleetCo Dutch Security Documents, the German FleetCo Deed of Charge, the Dutch FleetCo Dutch Security Documents and the Dutch FleetCo Deed of Charge;

(iii)	the Security Interests made or granted by Dutch FleetCo, Spanish Branch under the FleetCo Spanish Security Documents and the Spanish FleetCo Deed of Charge;

(iv)	for the purposes of Article 1264 and 2800 (as the case may be) of the Italian Civil Code, the Security Interests made or granted by (A) Italian FleetCo under the FleetCo Italian Security Documents and the Italian FleetCo Deed of Charge and (B) the Issuer under the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge; and

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(v)	the Security Interests made or granted by French FleetCo under the FleetCo French Security Documents and the French FleetCo Deed of Charge.

18	Issuer Intercreditor Terms

19	Notices

19.1	Communications in Writing

19.2	Addresses

19.3	Delivery

19.3.1	Any communication or document made or delivered by one person to another under or in connection with this Agreement, the Issuer Transaction Documents or the FleetCo Transaction Documents shall only be effective:

(i)	if by way of facsimile, when received in legible form; or

(ii)	if by way of letter, when delivered personally or on actual receipt,

(iii)	and, if a particular department or officer is specified as part of its address details provided under Clause 19.2 (Addresses), if addressed to that department or officer.

19.3.2

Any communication or document to be made or delivered to the Issuer, the Issuer Security Trustee, the Issuer Corporate Services Provider or the FleetCo Holdings Corporate Services Provider will be effective only when actually received by the Issuer, the Issuer Security Trustee, the Issuer Corporate Services Provider or the FleetCo Holdings Corporate Services Provider (as applicable) and then only if it is expressly marked for the attention of the department or officer specified in Schedule 12 (Notice Details) to this Agreement (or any substitute department or officer as the Issuer, the Issuer Security Trustee, the Issuer

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19.3.3

Any communication or document to be made or delivered to a FleetCo or the FleetCo Security Agent or its relevant FleetCo Servicer will be effective only when actually received by such FleetCo or such FleetCo Security Agent or its relevant FleetCo Servicer and then only if it is expressly marked for the attention of the department or officer specified in Schedule 12 (Notice Details) to this Agreement (or any substitute department or officer as the FleetCo or the FleetCo Security Agent or the relevant FleetCo Servicer shall specify for this purpose).

19.4	Notification of Address and Facsimile Number

19.5	Electronic Communication

19.5.1

Subject to sub-Clause 19.3.3, any communication to be made between (i) the Issuer and an Issuer Secured Creditor under or in connection with the Issuer Transaction Documents, (ii) a FleetCo and a FleetCo Secured Creditor under or in connection with the FleetCo Transaction Documents or (iii) a Servicer or Opco and a FleetCo under or in connection with any other Transaction Documents to which it is a party may be made by electronic mail or other electronic means, if the relevant parties:

(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)	notify each other of any change to their address or any other such information supplied by them.

19.5.2

Any electronic communication made between (i) the Issuer and an Issuer Secured Creditor under or in connection with the Issuer Transaction Documents, (ii) a FleetCo and a FleetCo Secured Creditor under or in connection with the FleetCo Transaction Documents or (iii) a Servicer or Opco and a FleetCo under or in connection with any other Transaction Documents to which it is a party will be effective only when actually received in readable form and only if it is addressed in such a manner as the relevant party may specify for this purpose.

19.6	Deemed Receipt

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19.7	English Language

19.7.1	Unless otherwise provided, any notice given under or in connection with any Transaction Document must be in English.

19.7.2	All other documents provided under or in connection with any Transaction Document must be:

(i)	in English; or

(ii)	if not in English, and if so required by or any party thereto, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document or the laws of the relevant country specify that the original language version shall prevail.

20	Termination of Framework Agreement

21	Calculations and Certificates

21.1	Accounts

21.2	Certificates and Determinations

22	Partial Invalidity

23	Remedies and Waivers

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24	Consents, Amendments, Waivers and Modifications

24.1	General principles

24.1.1	Subject to Clause 24.2 (Framework Agreement: Relevant Parties Consent Only) to Clause 24.10 (Liquidation Agency Agreement) below and Schedule 5 (Amendments and Waiver Consent Requirements), any term of a Transaction Document may be amended, waived or modified only with the consent and agreement of:

(i)	each party to the relevant Transaction Document; and

(ii)	(prior to the delivery of an Issuer Enforcement Notice) the Transaction Agent or (upon and following the delivery of an Issuer Enforcement Notice) the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)).

24.1.2	Any such amendment, waiver or modification in respect of a Transaction Document made in accordance with this Clause 24 (Consents, Amendments, Waivers and Modifications) and Schedule 5 (Amendments and Waiver Consent Requirements) shall be binding on all the parties to such Transaction Documents and all parties shall be bound to give effect to it (including executing any amendment documents).

24.1.3	Each Party hereto acknowledges that any consents, amendments, waivers or modifications:

(i)	under any Transaction Document to which is a party; and

(ii)	to which this Clause 24 (Consents, Amendments, Waivers and Modifications) applies,

24.1.4	Unless expressly stated otherwise in this Clause 24 (Consents, Amendments, Waivers and Modifications), this Clause 24 (Consents, Amendments, Waivers and Modifications) overrides anything in the Transaction Documents to the contrary.

24.2	Framework Agreement: Relevant Parties Consent Only

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(i)

Clause 2 (Drawdown and Accession Conditions), Clause 3 (Representations and Warranties), Clause 4 (General Undertakings), Clause 5 (Scheduled Amortisation), Clause 6 (Country Repayment Option), Clause 7 (Consequences of Potential Event of Default Prior to an Event of Default), Clause 8 (Events of Default), Clause 9 (Rapid Amortisation), Schedule 4 (Events of Default), Schedule 5 (Amendments and Waiver Consent Requirements) and Schedule 7 (Forms of Compliance Certificates): the prior written consent of each of the Parties set out below:

(a)	the Transaction Agent (acting pursuant to Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent));

(ii)

Clause 10 (Assignment and Transfer) and Clause 11 (Additional Issuer Secured Creditors and Liquidation Agent): only the prior written consent of each of the Issuer, the Subordinated Lender, the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)) and the Transaction Agent is required, save that in respect of Clause 11.4 (Acceding Liquidation Agent), only the prior written consent of the Transaction Agent and the Central Servicer shall be required;

(iii)

Clause 13 (Appointment of the Transaction Agent): only the prior written consent of the Transaction Agent (acting on the instructions of the Majority Senior Noteholders), the Issuer, the Central Servicer and the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) is required;

(iv)

Clause 14.1 (Acknowledgement of Appointment of FleetCo Security Agent): in respect of Clause 14.1.1, only the prior written consent of each of the Spanish FleetCo Secured Creditors and the FleetCo Security Agent is required; in respect of Clause 14.1.2, only the prior written consent of each of the German FleetCo Secured Creditors and the FleetCo Security Agent is required; in respect of Clause 14.1.4, only the prior written consent of each of the Italian FleetCo Secured Creditors and the FleetCo Security Agent is required and in

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(v)	Clause 14.2 (Instructions to FleetCo Security Agent): only the prior written consent of the FleetCo Security Agent and the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee));

(vi)	Clause 14A (Senior Advance Drawdowns, Guarantees and Issuer Letters of Credit): only the prior written consent of the following is required:

(a)	the Transaction Agent (acting pursuant to Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by Transaction Agent));

(vii)	Clause 15 (Provision of Information and Reports): only the prior written consent of each of the Issuer, the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)), the Transaction Agent and the FleetCo Servicers is required;

(viii)	Schedule 2 (Conditions Precedent): the prior written consent of:

(a)	the Transaction Agent (acting on the instructions of the Majority Senior Noteholders);

(ix)	Schedule 3(Priorities of Payments):

(a)	(in respect of Issuer Priorities of Payments) only the prior written consent of each of the Issuer Secured Creditors shall be required, save that the consent of the relevant Issuer Secured Creditor is not required in respect of a proposed amendment, waiver or modification which does not relate to, or does not adversely affect, any payment due to such Issuer Secured Creditor;

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(x)	Schedule 6 (Forms of Accession Deed) and Schedule 11 (Form of Investor Report): only the prior written consent of the Issuer, the Subordinated Lender, the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)) and the Transaction Agent is required;

(xi)	Schedule 8 (Forms of Cash Management Reports): only the prior written consent of:

(a)	(in respect of Part 1 (Form of Issuer Cash Management Report) of Schedule 8 (Forms of Cash Management Reports) the Issuer, the Issuer Cash Manager, the Issuer Security Trustee (given in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee)) and the Transaction Agent is required; and

(xii)	Schedule 9 (Form of Fleet Report): only the prior written consent of the Transaction Agent, the FleetCo Servicers and the FleetCo Security Agent is required;

(xiii)	Schedule 10 (Form of Central Servicer Reports): only the prior written consent of the Transaction Agent, the Central Servicer and the FleetCo Security Agent is required;

(xiv)	Schedule 12 (Notice Details): only the prior written consent of the relevant Person to which the notice details relate is required;

(xv)	Schedule 13 (Form of Issuer Letter of Credit),

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(xvi)

(xvii)	Schedule 14 (Forms of Drawdown Notices), Schedule 15 (Forms of Closing and Solvency Certificate): the prior written consent of each of the Parties set out below shall be required:

(a)	the Transaction Agent (acting pursuant to Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent));

(xvi)	Schedule 16 (Issuer Intercreditor Terms): only the prior written consent of each of the Issuer and each of the Issuer Secured Creditors is required, save that the consent of the relevant Issuer Secured Creditor is not required in respect of a proposed amendment, waiver or modification which does not relate, or does not adversely affect, any payment due to such Issuer Secured Creditor; and

(xvii)	Schedule 17 (Vehicle Manufacturer Group Table): only the prior written consent of each of the Central Servicer and the Transaction Agent is required.

24.2A	The consent of the Liquidation Agent shall not be required for any proposed amendment, waiver or modification to any term of this Agreement or the German FleetCo Deed of Charge, save for any proposed amendment, waiver or modification to:

(a)	the ranking of payments due and payable to the Liquidation Agent under any FleetCo Priority of Payments, save that the consent of the Liquidation Agent is not required in respect of a proposed amendment, waiver or modification which does not relate to, or does not adversely, affect any payment due to the Liquidation Agent; and

(b)	this Clause 24.2A; and

24.2B	The consent of any Issuer Hedge Counterparty shall not be required for any proposed amendment, waiver or modification to any term of this Agreement, the Issuer Deed of Charge or the Supplemental Issuer Deed of Charge, save for any proposed amendment, waiver or modification to:

(a)	Clause 13.4.3 of this Agreement;

(b)	Clause 24.8 (Issuer Hedging Agreements) of this Agreement;

(c)	Clause 27.2.1 (Limited recourse against the Issuer) of the Framework Agreement;

(d)	paragraph 4 (Issuer Hedge Counterparties) of Schedule 16 (Issuer Intercreditor Terms) of this Agreement;

(e)	paragraph 7.4 (Exclusions) of Schedule 16 (Issuer Intercreditor Terms) of this Agreement;

(f)	paragraphs 8.1.1(ii) and (iii) of Schedule 16 (Issuer Intercreditor Terms) of this Agreement;

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(g)	paragraph 9.4.2 of Schedule 16 (Issuer Intercreditor Terms) of this Agreement;

(h)	this Clause 24.2B;

(i)	clause 7.1.2 of the Issuer Deed of Charge or the Supplemental Issuer Deed of Charge; and

(j)	any other provision in this Agreement, the Issuer Deed of Charge or the Supplemental Issuer Deed of Charge which would, in the reasonable opinion of an Issuer Hedge Counterparty, adversely affect its rights,

24.3	Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee

24.3.1

Subject to Clause 24.3.5, if a request is made to the Issuer Security Trustee by the Issuer or the FleetCo Security Agent or any other person to give its consent or approval to any event, matter or thing, or give any directions or instructions in respect of any event, matter or thing (including, without limitation, any matter relating to the enforcement of the Issuer Security or any amendment or modification to or waiver of any provision of the Transaction Documents or any determination that an Event of Default shall not be treated as such), then the Issuer Security Trustee shall give its consent or approval, direction or instruction or direct the FleetCo Security Agent to give its consent or approval or give any instruction or direction in relation to that event, matter or thing only if so directed in writing in accordance with paragraph 8 (Instructions to the Issuer Security Trustee and exercise of discretion) of Schedule 16 (Issuer Intercreditor Terms).

24.3.2	The Issuer shall promptly:

(i)	send to each of the Issuer Security Trustee and the Transaction Agent a copy of any report, notice or certification received by the Issuer pursuant to the Transaction Documents;

(ii)	inform each of the Issuer Security Trustee and the Transaction Agent of the occurrence of, or is otherwise aware of, any Default of which it has received written notice and the steps, if any, being taken to remedy it to the extent it is aware of any such steps; and

(iii)	inform each of the Issuer Security Trustee, the Transaction Agent and each relevant Rating Agency (to the extent that any outstanding Senior Notes are rated by such Rating Agency) of the occurrence and content of any waiver or amendment made or given pursuant to this Clause 24 (Consents, Amendments, Waivers and Modifications).

24.3.3	Implementation of modifications, consents, waivers and releases

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24.3.4	Binding force and authority to sign

(i)

Any modification, agreement, waiver granted or consent given by the Issuer Security Trustee in respect of any Transaction Document in accordance with the provisions of this Agreement shall be binding on all the parties to this Agreement (including in respect of the Transaction Documents to which they are party) and all such parties shall be bound to give effect to it (including in respect of the Transaction Documents to which they are party).

(ii)

The Issuer Security Trustee is hereby authorised by each Issuer Secured Creditor (other than the Subordinated Lender and Finco) to execute and deliver on its behalf all documentation required pursuant to this Clause 24.3 to implement any modification or the terms of any waiver or consent granted by the Issuer Security Trustee in respect of any Transaction Document pursuant to and in accordance with this Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) and such execution and delivery by the Issuer Security Trustee shall bind each Issuer Secured Creditor (other than the Subordinated Lender and Finco) under each of such Transaction Documents as if such documentation had been duly executed by it.

24.3.5

Nothing contained in this Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) shall oblige the Issuer Security Trustee to agree to any amendment, waiver or grant of any consent, approval, or make any determination or give any direction or instructions to the FleetCo Security Agent to do any of the foregoing which, in the sole opinion of the Issuer Security Trustee, would have the effect of (a) exposing the Issuer Security Trustee to any liability against which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (b) increasing its obligations or duties or decreasing the protections of the Issuer Security Trustee.

24.4	Amendments, Waiver and Modifications of FleetCo Transaction Documents by the FleetCo Security Agent

24.4.1	Subject to Clause 24.4.5, if a request is made to the FleetCo Security Agent by the Issuer or any other person to give its consent or approval to any event, matter or thing, or give any directions or instructions in respect of any event, matter or thing (including, without limitation,

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24.4.2	Each FleetCo shall promptly:

(i)	inform the FleetCo Security Agent and the Transaction Agent of the occurrence of any Default of which it has received notice and the steps, if any, being taken to remedy it to the extent it is aware of any such steps; and

(ii)	inform the FleetCo Security Agent and the Transaction Agent of the occurrence and content of any waiver or amendment to which it has provided consent pursuant to this Clause 24 (Consents, Amendments, Waivers and Modifications).

24.4.3	Implementation of modifications, consents, waivers and releases

24.4.4	Binding force and authority to sign

(i)

Any modification, agreement, waiver granted or consent given by the FleetCo Security Agent in respect of a FleetCo Transaction Document in accordance with the provisions of this Agreement shall be binding on all the parties to such FleetCo Transaction Document (to the extent that such parties are parties to this Agreement) and all the parties to such FleetCo Transaction Document shall be bound to give effect to it.

(ii)

The FleetCo Security Agent is hereby authorised by each other FleetCo Secured Creditor (other than the Central Servicer) to execute and deliver on its behalf all documentation required pursuant to this Clause 24.4 to implement any modification or the terms of any waiver or consent granted by the FleetCo Security Agent in respect of any FleetCo Transaction Document pursuant to and in accordance with Clause 24.4 (Amendments, Waiver and Modifications of FleetCo Transaction Documents by the FleetCo Security Agent) and such execution and delivery by the FleetCo Security Agent shall bind each FleetCo Secured Creditor (other than the Central Servicer) under each of such FleetCo Transaction Document as if such documentation had been duly executed by it.

24.4.5	Nothing contained in this Clause 24.4 (Amendments, Waiver and Modifications of FleetCo Transaction Documents by the FleetCo Security Agent) shall oblige the FleetCo Security

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24.5	Amendments to Certain Definitions in Master Definitions Agreement

24.5.1

Subject to Schedule 5 (Amendments and Waiver Consent Requirements), the definitions of "Fee Letters" and "Senior Noteholder Fee Letter" in the Master Definitions Agreement and the terms of any Fee Letter or Senior Noteholder Fee Letter and may be amended or modified without the consent of all Parties thereto and such amendment, waiver or modification shall be binding on all Parties thereto, provided that the prior consent of the following Parties are obtained:

(a)	the Transaction Agent;

(b)	the Senior Noteholders;

(c)	the Issuer; and

(d)	Finco.

24.5.2

Subject to Schedule 5 (Amendments and Waiver Consent Requirements), the definition of "Transaction Agent Fee Letter" and any definitions used therein in the Master Definitions Agreement and the terms of any Fee Letter or Senior Noteholder Fee Letter may be amended or modified without the consent of all Parties thereto and such amendment, waiver or modification shall be binding on all Parties thereto, provided that the prior consent of the following Parties are obtained:

(a)	the Transaction Agent; and

(b)	the Central Servicer.

24.5.3

Subject to Schedule 5 (Amendments and Waiver Consent Requirements), the definitions of "Lease Payment Date", "Lease Determination Date", "FleetCo Determination Date", "Issuer Determination Date", "Reporting Date", "Intra-Month Reporting Date", "Information Date", "Intra-Month Information Date", "Interest Determination Date", "Intra-Month Interest Determination Date", "Payment Confirmation Date" and "Shortfall Notification Date" in the Master Definitions Agreement may be amended or modified without the consent of all Parties and such amendment, waiver or modification shall be binding on all Parties thereto, provided that the prior written consent of the following Parties are obtained:

(a)	the Transaction Agent;

(b)	the FleetCo Security Agent;

(c)	the Central Servicer;

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(d)	if the amendment or modification relates to any timing or any other matter that affects the determination, calculation or delivery of information or any report to or by the Issuer Security Trustee, the Issuer Security Trustee; and

(e)	if the amendment or modification relates to any timing or any other matter that affects the determination, calculation or delivery of information or any report to or by the Issuer Cash Manager, the Issuer Cash Manager.

24.5.4

Provided that Qualifying Senior Noteholder consent has been obtained where applicable pursuant to Schedule 5 (Amendments and Waiver Consent Requirements), the definitions of "Credit Enhancement Asset", "Credit Enhancement Matrix", "Credit Enhancement Required Amount", "Issuer Borrowing Base Test", "Senior Notes Maximum Amount", "Country Asset Value", "Combined Eligible Country Asset Value", "Country Asset Value Test", "Eligible Vehicle", "Rapid Amortisation Event" and the definitions of the defined terms used in these definitions may be amended or modified without the consent of all the Parties to the Master Definitions Agreement and such amendment, waiver or modification shall be binding on all Parties to the Master Definitions Agreement, provided that the prior consent of the following Parties are obtained:

(a)	the Transaction Agent;

(b)	the Central Servicer; and

(c)	the Issuer.

24.5.5	The consent of the Liquidation Agent shall not be required for any proposed amendment, waiver or modification to any term of the Master Definitions Agreement, save for any proposed amendment, waiver or modification to the following:

(a)	the definition of "Tax";

(b)	the definition of "VAT";

(c)	the definition of "Liabilities";

(d)	the definition of "Liquidation Agent Agreement";

(e)	the definition of "Liquidation Agent";

(f)	the definition of "Liquidation Agent Service Commencement Notice"; and

(g)	clauses 2 (Principles of Interpretation and Construction), 3 (Incorporation of Common Terms) and Clause 24 (Consents, Amendments, Waivers and Modifications) of this Agreement), 4 (Governing Law and Jurisdiction) and 5 (Enforcement) of the Master Definitions Agreement,

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24.5.6	The consent of an Issuer Hedge Counterparty shall not be required for any proposed amendment, waiver or modification to any term of the Master Definitions Agreement, save for any proposed amendment, waiver or modification to the following definitions:

(a)	paragraphs (a)(vi)(A) and (a)(vi)(B) of "Enforcement Action";

(b)	"Excess Swap Collateral";

(c)	"Issuer Hedge Collateral Account";

(d)	"Issuer Hedge Counterparty";

(e)	"Issuer Hedging Debt";

(f)	"Issuer Secured Creditors", provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the rights or interests of, such Issuer Hedge Counterparty;

(g)	"Senior Issuer Finance Parties", provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the rights or interests of, such Issuer Hedge Counterparty;

(h)	"Senior Recoveries", provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the rights or interests of, such Issuer Hedge Counterparty; and

(i)	any other provision in the Master Definitions Agreement which would, in the reasonable opinion of an Issuer Hedge Counterparty, adversely affect its rights,

24.6	Schedule 5 (Amendments and Waiver Consent Requirements)

24.6.1	Any reference in this Clause 24 (Consents, Amendments, Waivers and Modifications) and/or the Transaction Documents to consents, amendments, waivers, modifications, instructions or directions by the Senior Noteholders shall mean consents, amendments, waivers, modifications, instructions or directions by the Majority Senior Noteholders instructing the Transaction Agent, save for:

(i)	the consents, amendments, waivers, modifications, instructions or directions set out in Schedule 5 (Amendments and Waiver Consent Requirements), in which case the consent, instruction or direction of each Senior Noteholder is required; or

(ii)	as otherwise expressly specified.

24.6.2	This Clause 24.6 (Schedule 5 (Amendments and Waiver Consent Requirements)) shall apply in the event of inconsistency with the rest of this Clause 24 (Consents, Amendments, Waivers and Modifications).

24.7	FleetCo Back-up Cash Management Agreement: Relevant Parties Consent Only

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(i)	where such amendment, waiver or modification is proposed following the delivery of a FleetCo Back-up Cash Management Commencement Notice, the consent or agreement of the Servicers shall not be required; and

(ii)	the consent or agreement of the Account Banks shall only be required:

(a)	in the case of the Dutch FleetCo Spanish Account Bank, where such amendment, waiver or modification relates to the Dutch FleetCo Spanish Bank Accounts;

24.8	Issuer Hedging Agreements

24.8.1	Any term in the Issuer Hedging Agreements in respect of:

(a)	Part 4(n) (Transfers) of the Schedule to each such Issuer Hedging Agreement;

(b)	Part 6 (Ratings Downgrade Provisions) of the Schedule to each such Issuer Hedging Agreement;

(c)	the Credit Support Annex to each such Issuer Hedging Agreement; or

(d)	any other provisions required by the relevant Rating Agencies then rating the outstanding Senior Notes,

24.8.2	No consent, amendment, waiver, modification, direction or instruction relating to:

(a)	a change or which would have the effect of changing the definitions of "Issuer Hedging Agreement";

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(b)	a change or which would have the effect of changing the definition of "Permitted Hedge Close-out" or any of the Issuer Hedge Counterparty’s rights to terminate the relevant Issuer Hedging Agreements; or

(c)	a change or which would have the effect of changing the exemption granted with respect to Permitted Hedge Close-out,

24.9	Amendments, Waiver and Modifications of the FCT Transaction Documents

(i)	Following exercise by Finco of the France Repayment Option and the payment of the corresponding France TRO Finco Amounts:

(a)	any term of the FCT Regulations may be amended, waived or modified with the consent and agreement of the FCT Management Company and the FCT Custodian (after prior consultation of the FCT Noteholder) and any such amendment, waiver or modification shall be binding on all parties thereto; and

(b)	any term of the FCT Transaction Documents may be amended, waived or modified with the consent and agreement of the parties thereto.

(ii)	Subject to Schedule 5 (Amendments and Waiver Consent Requirements) and Clause 24.9.1(i)(a) above, any term of the FCT Regulations may be amended, waived or modified with the consent and agreement of the FCT Management Company, the FCT Custodian and the FCT Noteholder and any such amendment, waiver or modification shall be binding on all parties thereto.

24.9.2	Subject to Schedule 5 (Amendments and Waiver Consent Requirements) and Clause 24.9.1(i)(b) above, any term of any FCT Transaction Document may be amended, waived or modified only with the consent and agreement of all the parties thereto and any such amendment, waiver or modification shall be binding on all parties thereto.

24.10	Liquidation Agency Agreement

25	Counterparts

26	Third Parties Rights

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26.1	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.

26.2	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.

26.3	Any Receiver, Delegate or any other person described in Clause 27 (Non-Petition and Limited Recourse) may, subject to this Clause 26 (Third Parties Rights) and the Third Parties Rights Act, rely on any Clause of this Agreement which expressly confers rights on it.

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27	Non-Petition and Limited Recourse

27.1	Non-petition

27.1.1	Non-petition Against the Issuer

(i)	Other than the Issuer Security Trustee, each Party hereto agrees that it shall not be entitled to take any Insolvency Proceedings against the Issuer save as permitted by the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge.

(ii)	The parties agree that this Clause 27.1.1 (Non-petition Against the Issuer) shall apply to all Transaction Documents to which the Issuer is a party.

27.1.2	Non-petition Against the FleetCos

(i)	Each Party hereto hereby unconditionally and irrevocably agrees and acknowledges that until the expiry of twenty-four (24) months and one (1) day after the termination of this Agreement and any other Transaction Document to which Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) is a party:

(a)

subject to Clause 27.2.2(i)(a) below, it shall not have the right to take or join any person in taking any steps against Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) for the purpose of obtaining payment of any amount due from Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) or in connection with the commencement of legal proceedings (howsoever described) to recover any amount owed to it by Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) under this Agreement or any other Transaction Documents to which Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) is party (other than serving a written demand on Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) for payment subject to the terms of this Agreement or any other Transaction Documents to which Dutch FleetCo, Italian FleetCo or French FleetCo (as applicable) is a party and solely for the purpose of avoiding forfeiture of right); and

(b)	neither it nor any person on its behalf shall be entitled to initiate or join any person in initiating any Insolvency Proceedings against the relevant FleetCo.

(ii)	The parties agree that this Clause 27.1.2 (Non-petition Against the FleetCos) shall apply to all Transaction Documents to which each FleetCo is a party.

(iii)	Avis Italian Opco agrees that this Clause 27.1.2 (Non-petition Against the FleetCos) shall apply mutatis mutandis to the Italian VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement.

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27.1.3	Non-petition Against the Conduit Senior Noteholders

27.1.4	Non-petition Against the FCT

27.2	Limited recourse

27.2.1	Limited recourse against the Issuer

(i)	Each Party hereto agrees that:

(a)

Enforcement of Security: only the Issuer Security Trustee may enforce the Security in respect of the Issuer in accordance with, and subject to the terms of, the Issuer Deed of Charge or the Supplemental Issuer Deed of Charge, as applicable, and only the Issuer Security Trustee may institute proceedings against the Issuer as it may think fit to enforce the rights of the Issuer Secured Creditors against the Issuer, whether the same arise under general law, this Agreement or the other Transaction Documents or otherwise (provided nothing shall prevent an Issuer Secured Creditor (i) that is an Issuer Hedge Counterparty from delivering any notices pursuant to section 6(d) of the Issuer Hedging Agreement to which such Issuer Hedge Counterparty is a party or (ii) from proving for the full amount owed to it by the Issuer in the liquidation of the Issuer), and none of the other Issuer Secured Creditors shall be entitled to proceed directly against the Issuer or shall be entitled to take any action, steps or proceedings which would result in any of the provisions of any of Issuer Priority of Payments not being observed, unless the Issuer Security Trustee, having become bound to proceed in accordance with the terms of this Agreement, fails or neglects to do so;

(b)	Insufficient Recoveries: if, or to the extent that, after the Issuer Secured Property has been as fully as practicable realised and the proceeds thereof have been applied in accordance with the applicable Issuer Priority of Payments the amounts recovered on realisation of the Issuer Secured Property

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(c)

the obligations of the Issuer hereunder will be the limited recourse obligations of the Issuer payable solely in accordance with the Transaction Documents and no Party shall have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby.

(ii)	The parties agree that this Clause 27.2.1 (Limited recourse against the Issuer) shall apply to all Transaction Documents to which the Issuer is a party.

27.2.2	Limited recourse against the FleetCos

(i)	Each Party hereto agrees that:

(a)

Enforcement of Security: only the FleetCo Security Agent may enforce the Security in respect of a FleetCo in accordance with, and subject to the terms of, the relevant FleetCo Deed of Charge and the relevant FleetCo Security Documents and only the FleetCo Security Agent may institute proceedings against the FleetCos as it may think fit to enforce the rights of the relevant FleetCo Secured Creditors against the corresponding FleetCo, whether the same arise under general law, this Agreement or the other Transaction Documents or otherwise and none of the other FleetCo Secured Creditors shall be entitled to proceed directly against such FleetCos, unless the FleetCo Security Agent, having become bound to proceed in accordance with the terms of this Agreement, fails or neglects to do so;

(b)	Insufficient Recoveries:

A.

(in respect of recoveries in Spain and/or realisation of Dutch FleetCo Spanish Secured Property) if, or to the extent that, after the Dutch FleetCo Spanish Secured Property has been as fully as practicable realised and the proceeds thereof (in part in the case of proceeds of the pledge of shares in Dutch FleetCo) have been applied in accordance with the Dutch FleetCo Spanish Pre-Enforcement Priority of Payments or the Dutch FleetCo Spanish Post-Enforcement Priority of Payments (as applicable), such proceeds are insufficient to pay or discharge amounts due from Dutch FleetCo to the relevant FleetCo Secured Creditors or any other Party to this Agreement in full for any reason, Dutch FleetCo will have no liability to pay or otherwise make good any such insufficiency;

B.	(in respect of recoveries in Germany and/or realisation of Dutch FleetCo German Secured Property) if, or to the extent that, after the

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C.

(in respect of recoveries in Italy and/or realisation of Italian FleetCo Secured Property) if, or to the extent that, after the Italian FleetCo Secured Property has been as fully as practicable realised and the proceeds thereof have been applied in accordance with the Italian FleetCo Pre-Enforcement Priority of Payments or the Italian FleetCo Post-Enforcement Priority of Payments (as applicable), such proceeds are insufficient to pay or discharge amounts due from such FleetCo to the FleetCo Secured Creditors or any other Party to this Agreement in full for any reason, Italian FleetCo will have no liability to pay or otherwise make good any such insufficiency;

D.

(in respect of recoveries in The Netherlands and/or realisation of Dutch FleetCo Dutch Secured Property) if, or to the extent that, after the Dutch FleetCo Dutch Secured Property has been as fully as practicable realised and the proceeds thereof (in part in the case of proceeds of the pledge of shares in Dutch FleetCo) have been applied in accordance with the Dutch FleetCo Dutch Pre-Enforcement Priority of Payments, the Dutch FleetCo Dutch Post-Enforcement Priority of Payments or the Dutch FleetCo Dutch Opco Event of Default Priority of Payments (as applicable), such proceeds are insufficient to pay or discharge amounts due from such FleetCo to the FleetCo Secured Creditors or any other Party to this Agreement in full for any reason, Dutch FleetCo will have no liability to pay or otherwise make good any such insufficiency; and

E.

(in respect of recoveries in France and/or realisation of French FleetCo Secured Property) if, or to the extent that, after the French FleetCo Secured Property has been as fully as practicable realised and the proceeds thereof have been applied in accordance with the French FleetCo Pre-Enforcement Priority of Payments or the French FleetCo Post-Enforcement Priority of Payments (as applicable), such proceeds are insufficient to pay or discharge amounts due from such FleetCo to the FleetCo Secured Creditors or any other Party to this Agreement in

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(c)

the obligations of each FleetCo hereunder will be the limited recourse obligations of the relevant FleetCo payable solely in accordance with the Transaction Documents and no Party shall have any recourse to any of the directors, officers, employees, shareholders or Affiliates of such FleetCo with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby.

(ii)	Irrespective of whether or not this Clause 27.2.2 (Limited recourse against the FleetCos) is incorporated into any other Transaction Document, the Parties agree that this Clause 27.2.2 (Limited recourse against the FleetCos) shall apply to all Transaction Documents to which each FleetCo is a party to the fullest extent possible.

(iii)	Avis Italian Opco agrees that this Clause 27.2.2 (Limited recourse against the FleetCos) shall apply mutatis mutandis to the Italian VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement.

27.2.3	Limited recourse Against the Conduit Senior Noteholders

27.2.4	Limited recourse Against the FCT

a)

Each Party hereto hereby unconditionally and irrevocably agrees and acknowledges to the FCT that, notwithstanding any provision of the FCT Regulations or any other document to which the FCT is a party, all obligations of the FCT to such Party are limited in recourse and such Party shall not have the right to take or join any person in taking any steps against the FCT for the purpose of seeking the liability of the FCT or obtaining payment of any amount due to it from the FCT under any

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28	Governing Law and Jurisdiction

28.1	This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

28.2

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement may be brought in such courts. The parties irrevocably submit to the jurisdiction of such courts and waive any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are for the benefit of the Issuer Security Trustee, the FleetCo Security Agent and the Transaction Agent and shall not limit the right of the Issuer Security Trustee, the FleetCo Security Agent or the Transaction Agent to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

29	Service of Process

29.1	Without prejudice to any other mode of service allowed under any relevant law, the Parent:

(d)	irrevocably appoints Finco 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 party; and

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

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

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

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1	Issuer Corporate Documents

1.1	A copy by an authorised signatory of the Issuer, of its constitutional documents.

1.2	A copy of a resolution of the board of directors of the Issuer:

1.2.1	approving the terms of, and the transactions contemplated by, its Transaction Documents and resolving that it executes, delivers and performs its Transaction Documents;

1.2.2	authorising a specified person or persons to execute its Transaction Documents; and

1.2.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with its Transaction Documents.

1.3	A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above in relation to the Transaction Documents and related documents.

2	FleetCo Corporate Documents

2.1	A copy of the constitutional documents of each FleetCo. A copy of a resolution of the board of directors or shareholder resolutions of each FleetCo:

2.1.1	approving the terms of, and the transactions contemplated by, its Transaction Documents and resolving that it executes, delivers and performs its Transaction Documents;

2.1.2	authorising a specified person or persons to execute its Transaction Documents;

2.1.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with its Transaction Documents; and

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2.1.4	authorising the Central Servicer to act as its agent in connection with its Transaction Documents.

2.2	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents and related documents.

3	Certificates

(i)	the Issuer;

(ii)	Dutch FleetCo;

(iii)	Dutch FleetoCo, Spanish Branch;

(iv)	Italian FleetCo;

(v)	Spanish Opco;

(vi)	German Opco;

(vii)	Avis Italian Opco;

(viii)	Avis Finance Company Limited;

(ix)	Avis Europe; and

(x)	the Parent

4	Representations and Warranties

4.1	All representations and warranties made or repeated by the Issuer at such times specified in the Framework Agreement are true.

4.2	All representations and warranties made or repeated by the relevant FleetCo at such times specified in the Framework Agreement are true.

4.3	All representations and warranties made or repeated by each Avis Obligor at such times specified in the Framework Agreement are true.

5	No Default, no Master Lease Termination Event and no Servicer Termination Event

5.1	No Default in respect of itself has occurred or would result from the making of, or subscription of, such Senior Advance or FleetCo Advance (as the case may be).

5.2	No Master Lease Termination Event and no Potential Master Lease Termination Event has occurred or would result from the making of, or subscription of, the proposed Senior Advance or the proposed FleetCo Advance (as the case may be).

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5.3	No Servicer Termination Event and no Potential Servicer Termination Event has occurred or would result from the making of, or subscription of, the proposed Senior Advance or the proposed FleetCo Advance (as the case may be).

6	Financial Statements

6.1	In relation to the Issuer, a certified copy of its audited financial statements of the Issuer (if available) since its date of incorporation, which (i) shall be certified by a director of the Issuer as a true and fair view of its financial condition as at the date at which those financial statements were drawn up and (ii) are prepared in accordance with the Applicable Accounting Principles.

6.2	In relation to each of the Central Servicer, Avis Europe, the Spanish Opco and Avis Italian Opco, a certified copy of the audited financial statements for its financial year ended 31 December 2011.

6.3	In relation to Avis Europe, to the extent that it prepares consolidated management accounts as part of its internal procedure, a certified copy of the consolidated management accounts for its financial quarter year ended 31 December 2012.

6.4	In relation to German Opco, a certified copy of the consolidated financial statements of AVIS Autovermietung Beteiligungsgesellschaft mbH for its financial year ended 31 December 2011.

6.5	In relation to Dutch FleetCo and Italian FleetCo, a certified copy of its most recent financial statements (if any) and, if audited, the most recent audited financial statements.

7	Transaction Documents

8	Legal and tax opinions and memoranda

8.1	Legal and tax opinions

(i)	enforceability opinions from Clifford Chance LLP;

(ii)	capacity, due authority and due execution opinion of Clifford Chance LLP in respect of each FleetCo, each Opco, Finco and Avis Europe;

(iii)	capacity, due authority and due execution opinion of Arthur Cox in respect of the Issuer and the enforceability opinion of Arther Cox in respect of the Irish law governed Transaction Documents;

(iv)	tax opinion form Arthur Cox in respect of Ireland;

(v)	tax opinion from Clifford Chance LLP in respect of Italy, Spain, Germany and The Netherlands;

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(vi)	enforceability opinion from Linklaters LLP in respect of the English law governed Issuer Transaction Documents (other than the Issuer Subordinated Facility Agreement, the Issuer Account Bank Agreement, the Issuer and FleetCo Holdings Corporate Services Agreement and the Tax Deed of Covenant), the FleetCo Security Documents and the FleetCo Facility Agreements;

(vii)	enforceability opinion from Linklaters, S.L.P. in respect of the Spanish law governed FleetCo Security Documents;

(viii)	enforceability opinion from Linklaters LLP in respect of the Dutch law governed FleetCo Security Documents;

(ix)	enforceability opinion from Studio Legale Associato in associazione con Linklaters LLP in respect of the Italian law governed FleetCo Security Documents;

(x)	enforceability opinion from Linklaters LLP in respect of the German law governed FleetCo Security Documents; and

(xi)	non-conflict legal opinion and a capacity, due authority and status opinion in respect of the Parent from in-house counsel of the Parent in a form satisfactory to the Arranger.

9	Receipt of Funds by the Issuer

10	Reserves

11	Fees, Costs and Expenses

12	KYC Requirements

13	FleetCo Advance Drawdown Notices and Senior Advance Drawdown Notice

13.1	Delivery of a Senior Advance Drawdown Notice by or on behalf of the Issuer to the Transaction Agent.

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13.2	Delivery of a FleetCo Advance Drawdown Notice by or on behalf of the relevant FleetCo to the Issuer with a copy to the Issuer Cash Manager, the FleetCo Security Agent and the Transaction Agent.

14	Other Documents and Evidence

14.1

Confirmation that all amounts owed by all the Borrowers (as defined in IFF) under such agreement have been fully discharged (or the confirmation from the IFF Facility Agent to the Transaction Agent that all outstanding amounts owed by all the Borrowers (as defined in the IFF) under the IFF have been credited to the account of the IFF Facility Agent) and that all security created under the IFF has been unconditionally released and discharged.

14.2	Copies of each Insurance Policy required to be entered into or delivered pursuant to the Master Lease Agreements.

14.3	Confirmation of the details of each bank account, including details of the identity of each account holder, each account name, account number and the name and address of the relevant account bank of the FleetCos and the Issuer Account Bank where each account is held.

14.4	Confirmation that regarding the execution of the FleetCo Italian Facility Agreement, prior to the Initial Funding Date, it has been:

14.4.1	notarised in front of a London notary;

14.4.2	sworn translated into Italian and certified (asseverate) by a professional translator;

14.4.3	filed with the local tax office; and

14.4.4	deposited with the companies’ register in Bolzano.

14.5	Confirmation from (1) the Issuer Account Bank and (2) each FleetCo Account Bank confirming that the Issuer Accounts and each FleetCo Account which are required to be opened on or prior to the Initial Funding Date, respectively, have been opened with it.

15	Listing

16	FleetCo Security Documents

16.1	(In respect of the pledge over shares in Italian FleetCo by Avis Italian Opco and the pledge over shares in Italian FleetCo by FleetCo Holdings) share certificates of Italian FleetCo to be received by Crédit Agricole Corporate and Investment Bank, Milan Branch from the Security Agent (as defined in the IFF) under the IFF.

16.2	In respect of FleetCo Italian Security Documents, delivery of the following:

(i)	signed power of attorney of Italian FleetCo;

(ii)	signed power of attorney of FleetCo Security Agent;

(iii)	signed power of attorney of the Issuer; and

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(iv)	signed power of attorney of Avis Italian Opco.

16.3	In respect of the pledge of all the shares in Dutch FleetCo, delivery of the following:

(i)	the original shareholders register of Dutch FleetCo:

(ii)	signed and legalised power of attorney of Dutch FleetCo;

(ii)	signed and legalised power of attorney of both Dutch FleetCo’s shareholders; and

(iii)	signed, legalised and apostilled power of attorney of CACIB.

16.4	In respect of the FleetCo Spanish Security Documents, delivery of the following:

(i)	notarised and apostilled power of attorney of the Issuer;

(ii)	the Spanish law general power of attorney of the Transaction Agent and FleetCo Security Agent;

(iii)	notarised and apostilled power of attorney of the Spanish Back-up Cash Manager and the Spanish Account Bank Operator;

(iv)	the signed power of attorney of Dutch FleetCo, Spanish Branch;

(v)	the signed power of attorney of Spanish Opco;

(vi)	the signed power of attorney of Spanish Account Bank; and

(vii)	the signed power of attorney of the Secured Parties under the IFF.

17	Issuer Borrowing Base Test and Country Asset Value Test

(i)	The Issuer has complied with, and will comply with, the Issuer Borrowing Base Test immediately following the making of, or subscription of, such Senior Advance or FleetCo Advance (as the case may be) (taking into account any Issuer Subordinated Advance to be made on the same date).

(ii)	All FleetCos have complied with, and will comply with, the relevant FleetCo’s Country Asset Value Test immediately following the making of such FleetCo Advance.

18	Memoranda and reports

19	Closing Certificate Regarding Negotiation Guidelines Compliance

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1	Drawdown Notices

2	Size of Senior Advance

2.1

The amount of each Senior Advance to be made by each Senior Noteholder as requested in the Senior Advance Drawdown Notice is at least €100,000 and in integral units of €1,000 for each Senior Noteholder and when aggregated with all other Senior Advances denominated in Euro to be made on the same Senior Advance Drawdown Date by all other Senior Noteholders, at least equal to the Minimum Drawing Amount.

2.2	Confirmation by the Issuer and the Issuer Cash Manager that the making of such Senior Advance will not cause the Senior Noteholder Available Commitment to be exceeded.

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3	Receipt of Funds

3.1

In respect of a Senior Advance requested by the Issuer, the Issuer has received an amount from the Subordinated Lender equal to (i) the aggregate of all FleetCo Advances (other than a FleetCo French Advance) and VFN Advances to be drawn on the proposed Senior Advance Drawdown Date in respect of such Senior Advance less (ii) the aggregate of all Senior Advances proposed to be drawn by the Issuer on such proposed Senior Advance Drawdown Date.

3.2

In respect of a FleetCo Advance requested by (i) a FleetCo with the exception of French FleetCo, the Issuer has received an amount equal to such FleetCo Advance from the Senior Noteholders, the Subordinated Lender and/or the repayment of one or more FleetCo Advance by the relevant FleetCo to the Issuer under the relevant FleetCo Facility Agreement and/or the repayment of the VFN Advance by the FCT (as the case may be) and (ii) French FleetCo, the FCT has received an amount equal to the instalment of the FCT Transfer Price necessary to purchase the corresponding FleetCo Advance due by the FCT Noteholder to the FCT on such date.

3.3	In respect of a VFN Advance requested on behalf of the FCT, the FCT has received an amount equal to such VFN Advance from the Issuer and/or the repayment of one or more VFN Advance by the FCT under the VFN Funding Agreement (as the case may be).

4	Representations and Warranties

4.1	All representations and warranties made or repeated by the Issuer at such times specified in the Framework Agreement are true.

4.2	All representations and warranties made or repeated by the relevant FleetCo at such times specified in the Framework Agreement are true.

4.3	All representations and warranties made or repeated by each Avis Obligor at such times specified in the Framework Agreement are true.

4.4	All representations and warranties made or repeated by the FCT Management Company and the FCT Custodian at such times specified in the Framework Agreement are true.

5	No Default, no Master Lease Termination Event and no Servicer Termination Event

5.1

With respect to a Senior Advance or FleetCo Advance made for the purpose of repaying a maturing Senior Advance or FleetCo Advance respectively only, no Event of Default and, with respect to a Senior Advance or FleetCo Advance made for any other purpose, no Default in respect of itself has occurred or would result from the making of, or subscription of, such Senior Advance or FleetCo Advance (as the case may be).

5.2	With respect to a Senior Advance or FleetCo Advance made for the purpose of repaying a maturing Senior Advance or FleetCo Advance respectively only, no Master Lease Termination Event and, with respect to a Senior Advance or FleetCo Advance made for any other purpose, no Master Lease Termination Event or Potential Master Lease Termination Event has occurred or would result from

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5.3

With respect to a Senior Advance or FleetCo Advance made for the purpose of repaying a maturing Senior Advance or FleetCo Advance respectively only, no Servicer Termination Event and, with respect to a Senior Advance or FleetCo Advance made for any other purpose, no Servicer Termination Event or Potential Servicer Termination Event has occurred or would result from the making of, or subscription of, the proposed Senior Advance or the proposed FleetCo Advance (as the case may be).

6	Reports and Certificates

(i)	Monthly Central Servicer Report and (in respect of a proposed drawdown as set out in Clause 15.5 (Intra-Month Central Servicer Report) the Intra-Month Central Servicer Report;

(ii)	Fleet Report;

(iii)	Issuer Cash Management Report;

(iv)	FleetCo Cash Management and Lease Report in respect of each Country;

(v)	Issuer Compliance Certificate; and

(vi)	FleetCo Compliance Certificate

7	Reserves

8	Issuer Borrowing Base Test and Country Asset Value Test

8.1	The Issuer has complied with, and will comply with, the Issuer Borrowing Base Test immediately following the making of, or subscription of, such Senior Advance or FleetCo Advance (as the case may be) (taking into account any Issuer Subordinated Advance to be made on the same date).

8.2	All FleetCos have complied with, and will comply with, the relevant FleetCo’s Country Asset Value Test immediately following the making of such FleetCo Advance.

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1	Issuer Corporate Documents

1.1	A copy by an authorised signatory of the Issuer of its constitutional documents.

1.2	A copy of a resolution of the board of directors of the Issuer:

1.2.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Dutch Accession Date and the French Accession Date and resolving that it executes, delivers and performs such Transaction Documents;

1.2.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Dutch Accession Date and the French Accession Date; and

1.2.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents.

1.3	A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above in relation to the Transaction Documents which it is entering into on the Dutch Accession Date and the French Accession Date and related documents.

2	FleetCo Corporate Documents

2.1	A copy of the constitutional documents of each FleetCo.

2.2	A copy of a resolution of the board of directors or shareholder resolutions of each FleetCo:

2.2.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable and resolving that it executes, delivers and performs such Transaction Documents, as applicable;

2.2.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable;

2.2.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents, as applicable; and

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2.2.4	authorising the Central Servicer to act as its agent in connection with the Transaction Documents into which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable.

2.3	In respect of Dutch FleetCo, an up-to-date extract from the Dutch trade register (handelsregister) relating to it.

2.4	In respect of French FleetCo:

(ii)	a copy of the by-laws (statuts) relating to it updated in form and substance satisfactory to the Transaction Agent and the FleetCo Security Agent certified true and up-to-date by a duly authorised representative of French FleetCo on such date; and

(iii)	an original of the K-bis extract (extrait K-Bis) together with the original of a non-insolvency certificate (certificat de recherche de procédures collectives) in respect of it, in each instance dated and issued within 7 calendar days prior to such date.

2.5	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable, and related documents.

3	Representations and Warranties

3.1	All representations and warranties made by the Issuer at such times specified in the Framework Agreement are true.

3.2	All representations and warranties made by the relevant FleetCo at such times specified in the Framework Agreement are true.

3.3	All representations and warranties made by each Avis Obligor at such times specified in the Framework Agreement are true.

4	Transaction Documents

5	Legal and tax opinions and memoranda

5.1	Legal and tax opinions

(i)	enforceability opinions from Clifford Chance LLP or Clifford Chance Europe LLP (as applicable) in relation to:

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(a)	the Operating Documents relating to Dutch FleetCo’s Vehicle Fleet in the Netherlands which are being entered into on the Dutch Accession Date and which are drafted by Clifford Chance LLP;

(b)	the Operating Documents relating to French FleetCo’s Vehicle Fleet in France which are being entered into on the French Accession Date and which are drafted by Clifford Chance Europe LLP; and

(c)	the English Transaction Documents which are being entered into or amended on the Dutch Accession Date and the French Accession Date and which are drafted by Clifford Chance LLP;

(ii)	capacity, due authority and due execution opinion of Clifford Chance LLP in respect of each FleetCo, each Opco, Finco and Avis Europe;

(iii)	capacity, due authority and due execution opinion of Arthur Cox in respect of the Issuer;

(iv)	tax opinion from Clifford Chance LLP in respect of The Netherlands and France;

(v)	enforceability opinion from Linklaters LLP in respect of the English law governed Transaction Documents which are being entered into on the Dutch Accession Date and the French Accession Date (other than the Tax Deed of Covenant, the Dutch VAT Loan Agreement, the Liquidation Agency Agreement and the Central Servicing Agreement), the FleetCo Security Documents and the FleetCo Facility Agreements;

(vi)	enforceability opinion from Linklaters LLP in respect of the Dutch law governed Transaction Documents which are being entered into on the Dutch Accession Date and the French Accession Date drafted by Linklaters LLP;

(vii)	enforceability opinion from Linklaters LLP in respect of the French law governed Transaction Documents which are (i) being entered into on the Dutch Accession Date and the French Accession Date and (ii) to be entered into on the Initial French Funding Date drafted by Linklaters LLP; and

(viii)	non-conflict legal opinion and a capacity, due authority and status opinion in respect of the Parent from in-house counsel of the Parent in a form satisfactory to the Arranger.

6	Fees, Costs and Expenses

7	KYC Requirements

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8	Other Documents and Evidence

8.1	Confirmation of the details of each bank account, including details of the identity of each account holder, each account name, account number and the name and address of the Dutch FleetCo Dutch Account Bank and the French FleetCo Account Bank where each account is held.

8.2	The Maggiore Accession would not result in a reduction or withdrawal of the ascribed A(sf) rating to the Senior Notes.

9	Memoranda and reports

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1	Certificates

(i)	the Issuer;

(ii)	Finco;

(iii)	the Parent;

(iv)	Dutch FleetCo; and

(v)	Dutch Opco.

2	Representations and Warranties

2.1	All representations and warranties made or repeated by the Issuer at such times specified in the Framework Agreement are true.

2.2	All representations and warranties made or repeated by Dutch FleetCo at such times specified in the Framework Agreement are true.

2.3	All representations and warranties made or repeated by Dutch Opco at such times specified in the Framework Agreement are true.

3	Receipt of Funds by the Issuer

4	Reserves

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5	Fees, Costs and Expenses

6	FleetCo Advance Drawdown Notices and Senior Advance Drawdown Notice

6.1	Delivery of a Senior Advance Drawdown Notice by or on behalf of the Issuer to the Transaction Agent.

6.2	Delivery of a FleetCo Advance Drawdown Notice by or on behalf of Dutch FleetCo to the Issuer with a copy to the Issuer Cash Manager, the FleetCo Security Agent and the Transaction Agent.

7	Issuer Borrowing Base Test and Country Asset Value Test

7.1	The Issuer has complied with, and will comply with, the Issuer Borrowing Base Test immediately following the making of, or subscription of, such Senior Advance or FleetCo Advance (as the case may be) (taking into account any Issuer Subordinated Advance to be made on the same date).

7.2	Dutch FleetCo has complied with, and will comply with, the Dutch FleetCo’s Country Asset Value Test immediately following the making of such FleetCo Advance to Dutch FleetCo.

8	Other Documents and Evidence

8.1	Copies of each Insurance Policy required to be entered into or delivered pursuant to the Master Dutch Fleet Lease Agreement.

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1	French FleetCo Corporate Documents

1.1	A copy of the by-laws (statuts) certified true and up-to-date by a duly authorised representative of French FleetCo on such date.

1.2	An original of the K-bis extract (extrait K-Bis) together with the original of a non-insolvency certificate (certificat de recherche de procédures collectives) in respect of it, in each instance dated and issued within 7 calendar days prior to such date.

1.3	A copy of a resolution of the board of directors or shareholder resolutions of each FleetCo:

1.3.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable and resolving that it executes, delivers and performs such Transaction Documents, as applicable;

1.3.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable;

1.3.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents, as applicable; and

1.3.4	authorising the Central Servicer to act as its agent in connection with the Transaction Documents into which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable.

1.4	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents which it is entering into on the Dutch Accession Date, the French Accession Date and the Initial French Funding Date, as applicable, and related documents.

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2	Transaction Documents

2.1	Executed copies of the Transaction Documents which are to be entered into on the Initial French Funding Date duly executed by each of the parties thereto (for the avoidance of doubt, the subscription forms of the FCT Residual Units are executed by no later than such date).

2.2	In respect of the pledge of all the shares in French FleetCo, delivery of a copy certified true and up-to-date by a duly authorised representative of French FleetCo on such date of the shareholders register of French FleetCo.

3	Certificates

(i)	the Issuer;

(ii)	Finco;

(iii)	the Parent;

(iv)	French FleetCo; and

(v)	French Opco

4	Representations and Warranties

4.1	All representations and warranties made or repeated by the Issuer at such times specified in the Framework Agreement are true.

4.2	All representations and warranties made or repeated by French FleetCo at such times specified in the Framework Agreement are true.

4.3	All representations and warranties made or repeated by French Opco at such times specified in the Framework Agreement are true.

4.4	All representations and warranties made or repeated by FCT Management Company and the FCT Custodian at such times specified in the Framework Agreement are true.

5	Legal and tax opinions and memoranda

5.1	Legal opinions

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6	Receipt of Funds by the FCT

7	Reserves

8	Fees, Costs and Expenses

9	FleetCo Advance Drawdown Notices and Senior Advance Drawdown Notice

9.1	Delivery of a Senior Advance Drawdown Notice by or on behalf of the Issuer to the Transaction Agent.

9.2	Delivery of a FleetCo Advance Drawdown Notice by or on behalf of French FleetCo to the Issuer with a copy to the Issuer Cash Manager, the FleetCo Security Agent and the Transaction Agent.

9.3	Delivery of a VFN Advance Drawdown Notice by or on behalf of the FCT to the FCT Management Company.

10	Issuer Borrowing Base Test and Country Asset Value Test

10.1	The Issuer has complied with, and will comply with, the Issuer Borrowing Base Test immediately following the making of, or subscription of, such Senior Advance or VFN Advance (as the case may be) (taking into account any Issuer Subordinated Advance to be made on the same date).

10.2	French FleetCo has complied with, and will comply with, French FleetCo’s Country Asset Value Test immediately following the making of such FleetCo Advance.

11	KYC Requirements

12	Other Documents and Evidence

12.1	Confirmation of receipt of all necessary internal approvals of the Senior Noteholders.

12.2	Copies of each Insurance Policy required to be entered into or delivered pursuant to the French Master Lease Agreement.

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12.3	The tax opinion and the tax liquidation memoranda (each prepared by Clifford Chance LLP) with respect to France has been received by the Transaction Agent in form and substance satisfactory to it.

12.4	Confirmation that DBRS will continue to ascribe an "A (sf)" rating to the Senior Notes.

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1	Italian FleetCo Corporate Documents

1.1	A copy of the constitutional documents of Italian FleetCo.

1.2	A copy of a resolution of the board of directors or shareholder resolutions of Italian FleetCo:

1.2.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Maggiore Accession Date and resolving that it executes, delivers and performs such Transaction Documents, as applicable;

1.2.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Maggiore Accession Date;

1.2.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents, as applicable; and

1.2.4	authorising the Central Servicer to act as its agent in connection with the Transaction Documents into which it is entering into on the Maggiore Accession Date.

1.3	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents which it is entering into on the Maggiore Accession Date and related documents.

1.4	A formalities certificate of an authorised signatory of the Italian FleetCo, certifying that all representations and warranties made by the Italian FleetCo as at such times specified in the Framework Agreement are true.

2	Avis Italian Opco Corporate Documents

2.1	A copy of the constitutional documents (atto costitutivo and the current statuto) of Avis Italian Opco.

2.2	An up-to-date extract from the Italian company’s register relating to Avis Italian Opco.

2.3	A copy of a resolution of the board of directors or shareholder resolutions of Avis Italian Opco:

2.3.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Maggiore Accession Date and resolving that it executes, delivers and performs such Transaction Documents, as applicable;

2.3.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Maggiore Accession Date;

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2.3.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents, as applicable; and

2.3.4	authorising the Central Servicer to act as its agent in connection with the Transaction Documents into which it is entering into on the Maggiore Accession Date.

2.4	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents which it is entering into on the Maggiore Accession Date and related documents.

3	Maggiore Italian Opco Corporate Documents

3.1	A copy of the constitutional documents (atto costitutivo and the current statuto) of Maggiore Italian Opco.

3.2	An up-to-date extract from the Italian company’s register relating to Maggiore Italian Opco.

3.3	A copy, certified as a true copy by a duly authorised officer of Maggiore Italian Opco, of the audited financial statement for the preceding financial year for Maggiore Italian Opco.

3.4	A copy of a resolution of the board of directors or equivalent body (if applicable) of Maggiore Italian Opco:

3.4.1	approving the terms of, and the transactions contemplated by, the Transaction Documents which it is entering into on the Maggiore Accession Date and resolving that it executes, delivers and performs such Transaction Documents, as applicable;

3.4.2	authorising a specified person or persons to execute the Transaction Documents which it is entering into on the Maggiore Accession Date;

3.4.3	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with such Transaction Documents, as applicable; and

3.4.4	authorising the Central Servicer to act as its agent in connection with the Transaction Documents into which it is entering into on the Maggiore Accession Date.

3.5	A specimen of the signature of each person authorised by the resolution referred to in paragraph 2.2 above in relation to the Transaction Documents which it is entering into on the Maggiore Accession Date and related documents.

3.6	A certificate of an authorised signatory of Maggiore Opco, certifying that the documents referred to in paragraphs 3.1 to 3.5 are correct, complete and up-to-date.

4	Transaction Documents

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5	Legal and tax opinions and memoranda

5.1	Legal and tax opinions

(i)	enforceability opinions from Clifford Chance LLP or Clifford Chance Europe LLP (as applicable) in relation to the Transaction Documents which are being entered into on the Maggiore Accession Date and which are drafted by Clifford Chance LLP.

(ii)	capacity, due authority and due execution opinion of Clifford Chance LLP in respect of Italian FleetCo, Avis Italian Opco and Maggiore Italian Opco;

(iii)	tax opinion from Clifford Chance LLP in respect of Italy;

(iv)	enforceability opinion from Linklaters LLP in respect of the English law governed Transaction Documents which are being entered into on the Maggiore Accession Date and which are drafted by Linklaters LLP;

(v)	enforceability opinion from Linklaters LLP in respect of the Italian law governed Transaction Documents which are being entered into on the Maggiore Accession Date and which are drafted by Linklaters LLP; and

(vi)	non-conflict legal opinion and a capacity, due authority and status opinion in respect of the Parent in a form satisfactory to the Arranger.

5.2	Memoranda

(i)	bring down tax liquidation memorandum from Clifford Chance LLP in respect of Italy;

(ii)	bring down insolvency memorandum from Linklaters LLP;

(iii)	bring down labour law memorandum from Linklaters LLP; and

(iv)	updated dedicated financing memorandum from Linklaters LLP.

6	KYC Requirements

7	Other Documents and Evidence

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1	Closing and Solvency Certificates

1.1	A closing and solvency certificate of an authorised signatory of Italian FleetCo as at the Maggiore Accession Date in the form provided in Part 4 of Schedule 15 of the Framework Agreement with respect to the Initial Maggiore Funding Date.

1.2	A closing and solvency certificate of an authorised signatory of Avis Italian Opco as at the Maggiore Accession Date in the form provided in Part 5 of Schedule 15 of the Framework Agreement with respect to the Initial Maggiore Funding Date.

1.3	A closing and solvency certificate of an authorised signatory of Maggiore Italian Opco, in the form provided in Part 5 of Schedule 15 of the Framework Agreement with respect to the Initial Maggiore Funding Date.

1.4	A closing and solvency certificate dated the Maggiore Accession Date substantially in the form set out in Schedule 15 (Forms of Closing and Solvency Certificate) of the Framework Agreement (as amended and restated from time to time) with respect to the Initial Maggiore Funding Date from each of:

(i)	Finco; and

(ii)	the Parent.

2	Fees, Costs and Expenses

3	FleetCo Advance Drawdown Notices and Senior Advance Drawdown Notice

3.1	Delivery of a Senior Advance Drawdown Notice by or on behalf of the Issuer to the Transaction Agent.

3.2	Delivery of a FleetCo Advance Drawdown Notice by or on behalf of Italian FleetCo to the Issuer with a copy to the Issuer Cash Manager, the FleetCo Security Agent and the Transaction Agent.

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4	Other Documents and Evidence

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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, the Supplemental 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 capped in respect of each Senior Noteholder at an amount calculated by applying a rate of interest equal to the aggregate of the relevant Senior Advance Margin plus the Applicable EURIBOR for the relevant Interest Period 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)	sixth, 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)	seventh, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(h)	eighth, in payment or satisfaction of any interest due and payable in respect of the Senior Notes to the extent not paid at item (e) above;

(i)	ninth, 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;

(j)	tenth, 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;

(k)	eleventh, 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

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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;

(l)	twelfth, 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;

(m)	thirteenth, 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;

(n)	fourteenth, 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

(o)	fifteenth, 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, the Supplemental 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

(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;

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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;

(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 capped in respect of each Senior Noteholder at an amount calculated by applying a rate of interest equal to the aggregate of the relevant Senior Advance Margin plus the Applicable EURIBOR for the relevant Interest Period 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)	eighth, in payment or satisfaction of any interest due and payable in respect of the Senior Notes to the extent not paid at item (e) above;

(i)	ninth, 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;

(j)	tenth, 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;

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

(l)	twelfth, 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

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(m)	thirteenth, 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, the Supplemental 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

(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;

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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;

(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 capped in respect of each Senior Noteholder at an amount calculated by applying a rate of interest equal to the aggregate of the relevant Senior Advance Margin plus the Applicable EURIBOR for the relevant Interest Period 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)	sixth, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(g)	seventh, in payment or satisfaction of any interest due and payable in respect of the Senior Notes to the extent not paid at item (e) above;

(h)	eighth, 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)	ninth, 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)	tenth, in payment or satisfaction of interest and principal due and payable in respect of the Issuer Subordinated Facility Agreement;

(k)	eleventh, 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)	twelfth, 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, the Supplemental 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 Schedule 16 (Issuer Intercreditor Terms) hereto) shall give such direction, subject as provided in the last paragraph below;

(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

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(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 capped in respect of each Senior Noteholder at an amount calculated by applying a rate of interest equal to the aggregate of the relevant Senior Advance Margin plus the Applicable EURIBOR for the relevant Interest Period 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)	fifth, in payment or satisfaction of principal due and payable in respect of the Senior Notes;

(f)	sixth, in payment or satisfaction of any interest due and payable in respect of the Senior Notes to the extent not paid at item (d) above;

(g)	seventh, 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;

(h)	eighth, 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)	ninth, 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)	tenth, in payment or satisfaction of interest and principal due and payable in respect of the Issuer Subordinated Facility Agreement;

(k)	eleventh, 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;

(l)	twelfth, 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

(m)	thirteenth, 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 its FleetCo Available Funds in Spain 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 the FleetCo Available Funds in Spain (provided that provisioned amounts are credited by Dutch FleetCo, Spanish Branch on such Settlement Date into the reserve ledger in the Dutch FleetCo Spanish Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for Spain),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo Spanish Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Spanish FleetCo Deed of Charge and the FleetCo Spanish Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo Spanish Advances Proportion;

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

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Dutch FleetCo Spanish Account Bank and the Dutch FleetCo Spanish Account Bank Operator under the Spanish Account Bank Agreement;

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(iii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the FleetCo Spanish Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iiii)	the fees corresponding to Spain and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo, Spanish Branch as set out in the Liquidation Agency Agreement;

(d)	fourthly, to retain an amount equal to the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo, Spanish Branch;

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

(ii)	during the Revolving Period, the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party; and

(iii)	on or following the occurrence of the Scheduled Amortisation Commencement Date or the occurrence of the Rapid Amortisation Commencement Date, if directed by the FleetCo Security Agent the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata of:

(ii)	any Tax for which Dutch FleetCo, Spanish Branch is primarily liable to the appropriate tax authorities (other than any Spanish corporate Tax payable out of the Monthly Target Corporate Profit Amount and any Tax to which Dutch FleetCo is liable in The Netherlands);

(iii)	the fees, costs, charges, expenses and liabilities due and payable to its auditors, legal advisers and its corporate service providers in Spain; and

(iiii)	the Dutch FleetCo Level Spanish Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses then due and payable;

(g)	seventhly, in payment or satisfaction, pari passu and pro rata, of:

(ii)	the fees, costs, charges, expenses and liabilities due and payable to Spanish Servicer under the Spanish Servicing Agreement to which it is a party, provided that the Spanish Servicer’s appointment has not been terminated or the Spanish Servicer has not served a resignation notice, in each case, in accordance with clause 15 (Servicer Termination Events) of the Spanish Servicing Agreement; and

(iii)	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;

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(h)	eighthly, in payment or satisfaction of interest due and payable in respect of the FleetCo Spanish Facility Agreement;

(i)	ninthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Spanish Facility Agreement;

(j)	tenthly, in payment or satisfaction of any amounts due and payable by Dutch FleetCo, Spanish Branch to the Spanish FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(k)	eleventhly, in payment or satisfaction of any amounts due and payable by Dutch FleetCo to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above) in an amount equal to the multiple of (A) the aggregate of such amounts due and payable and (B) the Dutch FleetCo Level Spanish Advances Proportion; and

(l)	twelfthly, in payment of any excess to:

(ii)	during the Revolving Period, Dutch FleetCo, Spanish Branch; and

(iii)	on and following the occurrence of the Scheduled Amortisation Commencement Date or the Rapid Amortisation Commencement Date, the Dutch FleetCo Spanish Reserve Account.

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(A)	apply its FleetCo Available Funds in Germany 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 the FleetCo Available Funds in Germany (provided that provisioned amounts are credited by Dutch FleetCo on such Settlement Date into the reserve ledger in the Dutch FleetCo German Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for Germany),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo German Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the German FleetCo Deed of Charge, the FleetCo Dutch Security Documents and the FleetCo German Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	the amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee, excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo German Advances Proportion;

(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 Dutch FleetCo German Account Bank and the Dutch FleetCo German Account Bank Operator under the German Account Bank Agreement;

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(ii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo German Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to Germany and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;

(d)	fourthly, to retain an amount equal to the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo’s Vehicle Fleet in Germany;

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

(i)	during the Revolving Period, the amounts due and payable in respect of Dutch FleetCo’s Vehicle Fleet in Germany pursuant to the Master German Fleet Purchase Agreement and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement; and

(ii)

on or following the occurrence of the Scheduled Amortisation Commencement Date or the occurrence of the Rapid Amortisation Commencement Date, if directed by the FleetCo Security Agent, the amounts due and payable in respect of Dutch FleetCo’s Vehicle Fleet in Germany and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	any Tax for which Dutch FleetCo is primarily liable to the appropriate tax authorities in relation to its Vehicle Fleet in Germany (other than any Dutch corporate Tax payable out of the Monthly Target Corporate Profit Amount and any tax for which Dutch FleetCo is liable to the appropriate tax authority in Spain);

(ii)	the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisers in Germany in relation to its Vehicle Fleet in Germany; and

(iii)	the Dutch FleetCo Level German Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses then due and payable;

(g)

seventhly, in payment or satisfaction, pari passu and pro rata, of the fees, costs, charges, expenses and liabilities due and payable to the Central Servicer under the Servicing Agreement to which it is a party, provided that the Central Servicer’s appointment has not been terminated (whether in respect of the German Cash Management Services or otherwise) 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;

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(h)	eighthly, in payment or satisfaction of interest due and payable in respect of the FleetCo German Facility Agreement;

(i)	ninthly, in payment or satisfaction of principal due and payable in respect of the FleetCo German Facility Agreement;

(j)	tenthly, in payment or satisfaction of any amounts due and payable by Dutch FleetCo to the German FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(k)	eleventhly, in payment or satisfaction of any amounts due and payable by Dutch FleetCo to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above) in an amount equal to the multiple of (A) the aggregate of such amounts due and payable and (B) the Dutch FleetCo Level German Advances Proportion; and

(l)	twelfthly, in payment of any excess to:

(i)	during the Revolving Period, Dutch FleetCo; and

(ii)	on and following the occurrence of the Scheduled Amortisation Commencement Date or the Rapid Amortisation Commencement Date, the Dutch FleetCo German Reserve Account.

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(A)	apply its FleetCo Available Funds in Italy on each Settlement Date; and

(B)

in the case of amounts 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 FleetCo Available Funds in Italy (provided that provisioned amounts are credited by Italian FleetCo on such Settlement Date into the reserve ledger in the Italian FleetCo Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for Italy),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo Italian Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Italian FleetCo Deed of Charge and the FleetCo Italian Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee, excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo Italian Advances Proportion;

(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 Italian FleetCo Account Bank under the Italian Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the FleetCo Italian Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

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(iii)	the fees corresponding to Italy and related costs, charges, expenses and liabilities due and payable by Italian FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Italian FleetCo as set out in the Liquidation Agency Agreement;

(d)	fourthly, to retain an amount equal to the FleetCo Monthly Target Corporate Profit Amount in respect of Italian FleetCo;

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

(i)	during the Revolving Period, the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party; and

(ii)	on or following the occurrence of the Scheduled Amortisation Commencement Date or the occurrence of the Rapid Amortisation Commencement Date, if directed by the FleetCo Security Agent, the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	any Tax for which Italian FleetCo is primarily liable to the appropriate tax authorities (other than any corporate Tax and any regional productive activities Tax payable by the Italian FleetCo out of the Monthly Target Corporate Profit Amount in respect of Italian FleetCo); and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisers;

(g)	seventhly, in payment or satisfaction, pari passu and pro rata, of:

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

(ii)	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;

(h)	eighthly, in payment or satisfaction of interest due and payable in respect of the FleetCo Italian Facility Agreement;

(i)	ninthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Italian Facility Agreement;

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(j)	tenthly, in payment or satisfaction of any amounts due and payable to the Italian FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(k)	eleventhly, in payment or satisfaction, pari passu and pro rata, of any interest or principal due and payable under the Avis Italian VAT Loan Agreement and the Maggiore Italian VAT Loan Agreement;

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

(m)	thirteenthly, in payment of any excess to:

(i)	during the Revolving Period, Italian FleetCo; and

(ii)	on and following the occurrence of the Scheduled Amortisation Commencement Date or the Rapid Amortisation Commencement Date, the Italian FleetCo Reserve Account.

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(A)	apply its FleetCo Available Funds in The Netherlands 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 the FleetCo Available Funds in The Netherlands (provided that provisioned amounts are credited by Dutch FleetCo on such Settlement Date into the reserve ledger in the Dutch FleetCo Dutch Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for The Netherlands),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo Dutch Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Dutch FleetCo Deed of Charge and the Dutch FleetCo Dutch Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	the amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee, excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo Dutch Advances Proportion;

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

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the Dutch FleetCo Dutch Account Bank and the Dutch FleetCo Dutch Account Bank Operator under the Dutch Account Bank Agreement;

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(iii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo Dutch Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iiii)	the fees corresponding to The Netherlands and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;

(d)	fourthly, to retain an amount equal to the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands;

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

(i)	during the Revolving Period, the amounts due and payable in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands pursuant to the Master Dutch Fleet Purchase Agreement and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement; and

(ii)

on or following the occurrence of the Scheduled Amortisation Commencement Date or the occurrence of the Rapid Amortisation Commencement Date, if directed by the FleetCo Security Agent the amounts due and payable in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	any Tax for which Dutch FleetCo is primarily liable to the appropriate tax authorities in relation to its Vehicle Fleet in The Netherlands (other than any Dutch corporate Tax payable out of the Monthly Target Corporate Profit Amount and any tax for which Dutch FleetCo is liable to the appropriate tax authority in Spain);

(ii)	the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisers in The Netherlands in relation to its Vehicle Fleet in The Netherlands; and

(iii)	the Dutch FleetCo Level Dutch Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses then due and payable;

(g)

seventhly, in payment or satisfaction, pari passu and pro rata, of the fees, costs, charges, expenses and liabilities due and payable to the Central Servicer under the Servicing Agreement to which it is a party, provided that the Central Servicer’s appointment has not been terminated (whether in respect of the Dutch Cash Management Services or otherwise) 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;

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(h)	eighthly, in payment or satisfaction of interest due and payable in respect of the FleetCo Dutch Facility Agreement;

(i)	ninthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Dutch Facility Agreement;

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

(k)	eleventhly, in payment or satisfaction of any interest or principal due and payable under the Dutch VAT Loan Agreement;

(l)	twelfthy, in payment or satisfaction of any amounts due and payable by Dutch FleetCo to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above) in an amount equal to the multiple of (A) the aggregate of such amounts due and payable and (B) the Dutch FleetCo Level Dutch Advances Proportion; and

(m)	thirteenthly, in payment of any excess to:

(iv)	during the Revolving Period, Dutch FleetCo; and

(v)	on and following the occurrence of the Scheduled Amortisation Commencement Date or the Rapid Amortisation Commencement Date, the Dutch FleetCo Dutch Reserve Account.

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(A)	apply its FleetCo Available Funds in France on each Settlement Date; and

(B)

in the case of amounts 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 FleetCo Available Funds in France (provided that that provisioned amounts are credited by French FleetCo on such Settlement Date into the reserve ledger in the French FleetCo Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for France),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo French Advances Proportion;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the French FleetCo Deed of Charge and the FleetCo French Security Documents; and

(iii)	the amounts payable to the FCT such that the FCT can make payment of the FCT Fees set out in clause 25 of the FCT Regulations pursuant to paragraph (a)(iii) of the FCT Priority of Payments;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee, excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo French Advances Proportion;

(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 French FleetCo Account Bank and the French FleetCo Account Bank Operator under the French Account Bank Agreement;

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(ii)	the fees, costs, charges, expenses and liabilities due and payable by French FleetCo to the FleetCo French Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to France and related costs, charges, expenses and liabilities due and payable by French FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by French FleetCo as set out in the Liquidation Agency Agreement;

(d)	fourthly, to retain an amount equal to the FleetCo Monthly Target Corporate Profit Amount in respect of French FleetCo;

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

(i)	during the Revolving Period, the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party; and

(ii)	on or following the occurrence of the Scheduled Amortisation Commencement Date or the occurrence of the Rapid Amortisation Commencement Date, if directed by the FleetCo Security Agent the amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(f)	sixthly, in payment or satisfaction, pari passu and pro rata, of:

(i)	any Tax for which French FleetCo is primarily liable to the appropriate tax authorities; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisers;

(g)	seventhly, in payment or satisfaction, pari passu and pro rata, of:

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

(ii)	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; and

(iii)	the fee payable to French Opco under the French Third Party Holding Agreement;

(h)	eighthly, in payment or satisfaction of interest due and payable in respect of the FleetCo French Facility Agreement;

(i)	ninthly, in payment or satisfaction of principal due and payable in respect of the FleetCo French Facility Agreement;

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(j)	tenthly, in payment or satisfaction of, any amounts due and payable to the French FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

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

(l)	twelfthly, in payment of any excess to:

(i)	during the Revolving Period, French FleetCo; and

(ii)	on and following the occurrence of the Scheduled Amortisation Commencement Date or the Rapid Amortisation Commencement Date, the French FleetCo Reserve Account.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo Spanish Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Spanish FleetCo Deed of Charge and the FleetCo Spanish Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments, and

B.	the FleetCo Spanish Advances Proportion;

(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 Dutch FleetCo Spanish Account Bank and the Dutch FleetCo Spanish Account Bank Operator under the Spanish Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the FleetCo Spanish Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to Spain and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo, Spanish Branch as set out in the Liquidation Agency Agreement;

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(d)	fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(e)	fifthly, in payment or satisfaction of any Tax for which Dutch FleetCo, Spanish Branch is primarily liable to the appropriate tax authorities;

(f)	sixthly, if directed by the FleetCo Security Agent (or, if the delivery of a FleetCo Enforcement Notice is due to the exercise of the Spain Repayment Option, the relevant attorney appointed under the Spain TRO Power of Attorney), in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of Dutch FleetCo, Spanish Branch;

(ii)	the amount to retain the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo, Spanish Branch; and

(iii)	the Dutch FleetCo Level Spanish Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses;

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo Spanish Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Spanish Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the Spanish FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above; and

(j)	tenthly, in payment of any excess to Dutch FleetCo, Spanish Branch.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Period Priority of Payments (as applicable); and

B.	the FleetCo German Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the German FleetCo Deed of Charge, the FleetCo Dutch Security Documents and the FleetCo German Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments, and

B.	the FleetCo German Advances Proportion;

(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 Dutch FleetCo German Account Bank and the Dutch FleetCo German Account Bank Operator under the German Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo German Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to Germany and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;

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(d)

fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable to the relevant Vehicle Manufacturer or Vehicle Dealer in respect of Dutch FleetCo’s Vehicle Fleet in Germany, the Master German Fleet Purchase Agreement, and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement;

(e)	fifthly, in payment or satisfaction of any Tax for which Dutch FleetCo is primarily liable to the appropriate tax authorities in respect of its Vehicle Fleet in Germany;

(f)	sixthly, if directed by the FleetCo Security Agent, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of Dutch FleetCo in respect of its Vehicle Fleet in Germany;

(ii)	the amount to retain the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo’s Vehicle Fleet in Germany; and

(iii)	the Dutch FleetCo Level German Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses;

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo German Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo German Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the German FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(j)	tenthly, in payment or satisfaction of any amounts due and payable to German Opco; and

(k)	eleventhly, in payment of any excess to Dutch FleetCo.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo Italian Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Italian FleetCo Deed of Charge and the FleetCo Italian Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments, and

B.	the FleetCo Italian Advances Proportion;

(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 Italian FleetCo Account Bank under the Italian Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the FleetCo Italian Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to Italy and related costs, charges, expenses and liabilities due and payable by Italian FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Italian FleetCo as set out in the Liquidation Agency Agreement;

(d)	fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(e)	fifthly, any Tax for which Italian FleetCo is liable;

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(f)	sixthly, if directed by the FleetCo Security Agent only, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of Italian FleetCo; and

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo Italian Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Italian Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the Italian FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(j)	tenthly, in payment or satisfaction, pari passu and pro rata, of any amounts due and payable to the Italian VAT Lender under the Avis Italian VAT Loan Agreement and the Maggiore Italian VAT Loan Agreement;

(k)	eleventhly, to retain the Monthly Target Corporate Profit Amount in respect of Italian FleetCo;

(l)	twelfthly, in payment of any excess to Italian FleetCo.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Period Priority of Payments (as applicable); and

B.	the FleetCo Dutch Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Dutch FleetCo Deed of Charge and the Dutch FleetCo Dutch Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments, and

B.	the FleetCo Dutch Advances Proportion;

(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 Dutch FleetCo Dutch Account Bank and the Dutch FleetCo Dutch Account Bank Operator under the Dutch Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo Dutch Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to The Netherlands and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;

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(d)

fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable to the relevant Vehicle Manufacturer or Vehicle Dealer in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands, the Master Dutch Fleet Purchase Agreement, and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement;

(e)	fifthly, in payment or satisfaction of any Tax for which Dutch FleetCo is primarily liable to the appropriate tax authorities in respect of its Vehicle Fleet in The Netherlands;

(f)	sixthly, if directed by the FleetCo Security Agent, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of Dutch FleetCo in respect of its Vehicle Fleet in The Netherlands;

(ii)	the amount to retain the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands; and

(iii)	the Dutch FleetCo Level Dutch Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses;

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo Dutch Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Dutch Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the Dutch FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(j)	tenthly, in payment or satisfaction of any amounts due and payable to the Dutch VAT Lender under the Dutch VAT Loan Agreement;

(k)	eleventhly, in payment or satisfaction of any amounts due and payable to Dutch Opco; and

(l)	twelfthly, in payment of any excess to Dutch FleetCo.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo French Advances Proportion;

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the French FleetCo Deed of Charge and the FleetCo French Security Documents; and

(iii)	the amounts payable to the FCT such that the FCT can make payment of the FCT Fees set out in clause 25 of the FCT Regulations pursuant to paragraph (a)(iii) of the FCT Priority of Payments;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments, and

B.	the FleetCo French Advances Proportion;

(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 French FleetCo Account Bank and the French FleetCo Account Bank Operator under the French Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by French FleetCo to the FleetCo French Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to France and related costs, charges, expenses and liabilities due and payable by French FleetCo to the Liquidation Agent in respect of the services provided

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(d)	fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(e)	fifthly, any Tax for which French FleetCo is liable;

(f)	sixthly, if directed by the FleetCo Security Agent only, in payment or satisfaction of the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of French FleetCo; and

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo French Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo French Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the French FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(j)	tenthly, to retain the Monthly Target Corporate Profit Amount in respect of French FleetCo;

(k)	eleventhly, in payment of any excess to French FleetCo.

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(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the FCT Noteholder and being equal to the multiple of:

A.	the amounts payable by the FCT Noteholder as Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments (as applicable); and

B.	the FleetCo French Advances Proportion;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by French FleetCo to the FleetCo Security Agent under the French FleetCo Deed of Charge and the FleetCo French Security Documents; and

(iii)	the FCT Fees set out in clause 25 of the FCT Regulations;

(b)	secondly, amounts payable to the FCT Noteholder and being equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee, excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo French Advances Proportion;

(c)	thirdly, in payment or satisfaction of interest due and payable in respect of the VFN Advance(s);

(d)	fourthly, in payment or satisfaction of principal due and payable in respect of the Variable Funding Note;

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

(f)	sixthly, on the last Settlement Date only, in payment to the FCT Residual Unitholder of all interest amounts having accrued on the FCT Residual Units (if any);

(g)	seventhly, on the Settlement Date immediately following the date upon which the FCT is liquidated in accordance with clause 27 of the FCT Regulations, in payment to the FCT Residual Unitholder of the outstanding principal amount of the FCT Residual Units; and

(h)	eighthly, on the Settlement Date immediately following the date upon which the FCT is liquidated in accordance with clause 27 of the FCT Regulations, in payment to the FCT Residual Unitholder of

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(A)	in respect of items (g) and (h) below, when due and payable in accordance with the FleetCo Dutch Facility Agreement; and

(a)	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 the FleetCo Available Funds in The Netherlands (provided that provisioned amounts are credited by Dutch FleetCo on such Settlement Date into the reserve ledger in the Dutch FleetCo Dutch Transaction Account and such provisioned amounts shall be excluded from the Country Asset Value for The Netherlands),

(a)	firstly, in payment or satisfaction, pari passu and pro rata, of:

(i)	the amounts payable to the Issuer by way of Ongoing Issuer Fee in an amount equal to the multiple of:

A.	the amounts payable by the Issuer in paragraph (a) of Issuer Revolving Period Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Period Priority of Payments (as applicable); and

B.	the FleetCo Dutch Advances Proportion; and

(ii)	the fees, costs, charges, expenses and liabilities due and payable to the FleetCo Security Agent under the Dutch FleetCo Deed of Charge and the Dutch FleetCo Dutch Security Documents;

(b)	secondly, amounts payable to the Issuer by way of Ongoing Issuer Fee in amount equal to the multiple of:

A.	all amounts listed in paragraphs (i) to (iv) of the Ongoing Issuer Fee excluding, in each case, the amounts in paragraph (a) of the relevant Issuer Priority of Payments; and

B.	the FleetCo Dutch Advances Proportion;

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

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(i)	the fees, costs, charges, expenses and liabilities due and payable to the Dutch FleetCo Dutch Account Bank and the Dutch FleetCo Dutch Account Bank Operator under the Dutch Account Bank Agreement;

(ii)	the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo Dutch Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and

(iii)	the fees corresponding to The Netherlands and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;

(d)

fourthly, if directed by the FleetCo Security Agent, in payment or satisfaction of amounts due and payable to the relevant Vehicle Manufacturer or Vehicle Dealer in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands, the Master Dutch Fleet Purchase Agreement, and, following the exercise of Dutch FleetCo’s put option right pursuant to any Vehicle Purchasing Agreement, any amounts due and payable in respect of such Vehicle Purchasing Agreement;

(e)	fifthly, in payment or satisfaction of any Tax for which Dutch FleetCo is primarily liable to the appropriate tax authorities in respect of its Vehicle Fleet in The Netherlands;

(f)	sixthly, if directed by the FleetCo Security Agent, in payment or satisfaction, pari passu and pro rata, of:

(i)	the fees, costs, charges, expenses and liabilities due and payable to the auditors and legal advisers of Dutch FleetCo in respect of its Vehicle Fleet in The Netherlands;

(ii)	the amount to retain the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo’s Vehicle Fleet in The Netherlands; and

(iii)	the Dutch FleetCo Level Dutch Advances Proportion of any Dutch FleetCo Dutch Expenses due and payable to the extent that the Monthly Target Corporate Profit Amount of Dutch FleetCo is insufficient to satisfy such Dutch FleetCo Dutch Expenses;

(g)	seventhly, in payment or satisfaction of interest due and payable in respect of the FleetCo Dutch Facility Agreement;

(h)	eighthly, in payment or satisfaction of principal due and payable in respect of the FleetCo Dutch Facility Agreement;

(i)	ninthly, in payment or satisfaction of any amounts due and payable to the Dutch FleetCo Secured Creditors under the Transaction Documents to which it is party other than amounts paid in accordance with any paragraph above;

(j)	tenthly, in payment or satisfaction of any amounts due and payable to the Dutch VAT Lender under the Dutch VAT Loan Agreement;

(k)	eleventhly, in payment or satisfaction of any amounts due and payable to Dutch Opco; and

(l)	twelfthly, in payment of any excess to Dutch FleetCo.

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1	Any Event of Default in respect of the Issuer;

2	Any FleetCo Event of Default;

3	Any Opco Event of Default (other than a Dutch Opco Event of Default);

4	Any FCT Event of Default;

5	Any Central Servicer Event of Default;

6	Any Parent Event of Default;

7	Any Finco Guarantor Event of Default;

8	Any Avis Europe Event of Default; and

9	Any Subordinated Lender Event of Default.

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1	Any Event of Default in respect of any FleetCo (other than an Event of Default under limb (a) of the definition of "Event of Default" in respect of Dutch FleetCo which arises solely as a result of a Dutch Opco Event of Default);

2	Any Issuer Event of Default;

3	Any FCT Event of Default;

4	Any Opco Event of Default (other than a Dutch Opco Event of Default);

5	Any Central Servicer Event of Default;

6	Any Parent Event of Default;

7	Any Finco Guarantor Event of Default;

8	Any Avis Europe Event of Default; and

9	Any Subordinated Lender Event of Default.

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1	Any Subordinated Lender Event of Default;

2	Any Parent Event of Default;

3	Any Finco Guarantor Event of Default;

4	Any Avis Europe Event of Default;

5	Any Issuer Event of Default;

6	Any FCT Event of Default;

7	Any FleetCo Event of Default;

8	Any Central Servicer Event of Default;

9	Any Spanish Opco Event of Default;

10	Any Italian Opco Event of Default;

11	Any German Opco Event of Default;

12	Any Dutch Opco Event of Default; and

13	Any French Opco Event of Default.

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1	Any Event of Default in respect of the FCT;

2	Any Issuer Event of Default;

3	Any FleetCo Event of Default;

4	Any Opco Event of Default (other than a Dutch Opco Event of Default);

5	Any Central Servicer Event of Default;

6	Any Parent Event of Default;

7	Any Finco Guarantor Event of Default;

8	Any Avis Europe Event of Default; and

9	Any Subordinated Lender Event of Default.

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1	Notwithstanding the provisions of Clause 24 (Consents, Amendments, Waivers and Modifications), the proposed determination, amendment, waiver, consent, modification, instruction or direction set out in paragraph 2 below shall not be effective unless the prior written consent of all the Qualifying Senior Noteholders has been received.

2	Any determination, amendment to or modification to, or waiver under or in respect of, any term of this Agreement and/or any other Transaction Document or any instruction or direction under any Transaction Document relating to:

(a)	the nature or scope of the guarantee and indemnity granted under the Finco Payment Guarantee, the Avis Europe Payment Guarantee and/or the Parent Performance Guarantee and any terms of the Finco Payment Guarantee, Avis Europe Payment Guarantee and/or Parent Performance Guarantee (save where such amendments are technical amendments);

(b)	the release of any Security created pursuant to any Security Document or the release of any Security (except as provided in any Security Document);

(c)	any change to (i) clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) or clause 21.5 (Replacement Senior Noteholder) of the Issuer Note Issuance Facility Agreement or (ii) the Issuer Intercreditor Terms under this Agreement, in each case, which adversely affects any Senior Noteholder (save where such amendments are technical amendments);

(d)	a waiver of the issuance of or the release of any of Finco, the Parent or Avis Europe from any of its obligations pursuant to the Parent Performance Guarantee, the Finco Guarantee or the Avis Europe Guarantee (as applicable), other than as expressly provided for in Clause 14A.2.2 (Payments under the Finco Payment Guarantee);

(e)

any change to the definitions of "Credit Enhancement Asset", "Credit Enhancement Matrix", "Credit Enhancement Required Amount", "Issuer Borrowing Base Test", "Senior Notes Maximum Amount", "Country Asset Value", "Combined Eligible Country Asset Value", "Country Asset Value Test", "Eligible Vehicle" or "Rapid Amortisation Event" in the Master Definitions Agreement or the defined terms used in such definitions;

(f)	any change to the definition of "Majority Senior Noteholders";

(g)	an extension in the date of payment of any amount or a failure to make a payment of any amount under the Issuer Note Issuance Facility Agreement and/or the FleetCo Facility Agreements;

(h)	a reduction in any applicable margin, interest or reduction in the amount of any payment of principal, interest, fees or commission payable under the Issuer Note Issuance Facility Agreement and/or the FleetCo Facility Agreements;

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(i)	any change of any of the borrowers under the Issuer Note Issuance Facility Agreement and/or the FleetCo Facility Agreements or any change of any of the guarantors under the Parent Performance Guarantee, the Finco Payment Guarantee and/or the Avis Europe Payment Guarantee;

(j)	a change to any provision in a Transaction Document which expressly requires the consent of all of the Senior Noteholders pursuant to such Transaction Document;

(k)	a change to any of the Issuer Priority of Payments or FleetCo Priority of Payments, in each case, which directly or indirectly adversely affects the ranking of amounts due and payable to the Senior Noteholders;

(l)	any increase in or extension of the Senior Noteholder Commitment under the Issuer Note Issuance Facility Agreement or the commitment of the Issuer under any FleetCo Facility Agreement;

(m)

a change or which would have the effect of changing the definitions of "Issuer Enforcement Notice", "FleetCo Enforcement Notice", "Acceleration Notice", "Scheduled Amortisation Commencement Notice", "Rapid Amortisation Notice", "FleetCo Back-up Cash Manager Commencement Notice", "Liquidation Agent Service Commencement Notice", "Master Lease Termination Notice" or "Servicer Termination Notice" or the consequences of the delivery of any of such notice;

(n)	any change to the Scheduled Amortisation Commencement Date or the Expected Maturity Date; and

(o)	to the extent that the Senior Notes are not rated, or no longer rated, at least "A-" from Standard & Poor’s or Fitch, at least "A low" from DBRS and/or at least "A3" from Moody’s, a change which would have the effect of changing the definitions of "Concentration Limit", "Excess Concentration Amount" or "Relevant Excess Concentration Amount".

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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 deed of charge between, among others, the Issuer and the Issuer Security Trustee dated [●] (the "Issuer Deed of Charge"), the supplemental issuer deed of charge between, among others, the Issuer and the Issuer Security Trustee dated [●] (the “Supplemental 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 an Accession Deed.

3	Terms defined in the Master Definitions Agreement shall have the same meaning in this Accession Deed.

4

[Name of acceding Issuer Hedge Counterparty/Subordinated Lender] agrees to become an [Acceding Issuer Hedge Counterparty/Acceding Subordinated Lender] and to be bound by and to benefit from the terms of the Framework Agreement, the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge pursuant to Clause 11 (Additional Issuer Secured Creditors and accession of Liquidation Agent) of the Framework Agreement.

5	[Name of acceding Issuer Hedge Counterparty/Subordinated Lender] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company with registered number [●].

6	[(In respect of an acceding Issuer Hedge Counterparty only) [Name of acceding Issuer Hedge Counterparty] has a rating by [S&P/Moody’s/Fitch/DBRS] of [●].]

7	[(In respect of an acceding Subordinated Lender only) [Name of acceding Subordinated Lender] is a member of the Avis Group and confirms that the [transfer/assignment] of the rights of the

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8	[Name of acceding Issuer Hedge Counterparty/Subordinated Lender] administrative details are as follows:

9	This Accession Deed is an Issuer Transaction Document.

10	The Framework Agreement, the Issuer Deed of Charge, the Supplemental Issuer Deed of Charge,this 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

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"), the supplemental issuer deed of charge between, among others, the Issuer and the Issuer Security Trustee dated [●] (the “Supplemental 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 Supplemental 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, the Supplemental 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:

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

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

(v)

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;

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 Agreement,the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge by duly executing a Senior Noteholder Accession Deed substantially in the form of this Senior Noteholder Accession Deed;

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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 Facility Agreement, (ii) it has made its own independent investigation of the merits of the investment made

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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, the Supplemental 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 null

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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 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.

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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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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 German FleetCo Deed of Charge between, among others, Dutch FleetCo and the FleetCo Security Agent dated [●] (the "German FleetCo Deed of Charge") and the master definitions agreement between, among others, Dutch FleetCo, the Issuer, the Issuer Security Trustee and the FleetCo Security Agent dated [●] (the "Master Definitions Agreement").

2	This is an Accession Deed.

3	Terms defined in the Master Definitions Agreement shall have the same meaning in this Accession Deed.

4	[Name of acceding Liquidation Agent] agrees to become an [Acceding Liquidation Agent] and to be bound by and to benefit from the terms of the Framework Agreement and each FleetCo Deed of Charge pursuant to Clause 11 (Additional Issuer Secured Creditors and accession of Liquidation Agent) of the Framework Agreement.

5	[Name of acceding Liquidation Agent] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [●].

6	[Name of acceding Liquidation Agent]’s administrative details are as follows:

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7	This Accession Deed is a FleetCo Transaction Document and an Issuer Transaction Document.

8	This Accession Deed and any non-contractual obligations arising out of or in connection with them are governed by English law.

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(iii)	[other than [●]]/ [we are in compliance with our obligations under the [Issuer Transaction Documents];

(iv)	the Issuer Borrowing Base Test is satisfied on the date hereof and will be satisfied on the immediately following Settlement Date; and

(v)

no Potential Event of Default relating to an Issuer Event of Default and no Rapid Amortisation Event (in relation to itself) has occurred since the date of the last Issuer Compliance Certificate [(in the case of the first such certificate only), the date of the Issuer Note Issuance Facility Agreement and the date of satisfaction of the initial conditions precedent to the Issuer Note Issuance Facility Agreement)] which is continuing (or, if such is not the case, specifying the particulars of any such Potential Event of Default or Rapid Amortisation Event (in relation to itself)).

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(vi)	no Master Lease Termination Event and no Servicer Termination Event in relation to [Dutch/Italian/French] FleetCo has occurred and is continuing;

(vii)	[Dutch/Italian/French] FleetCo is in compliance with its covenants and obligations under the Transaction Documents to which it is a party;

(viii)	the Country Asset Value Test in respect of [Germany/Italy/Spain/The Netherlands/France] is satisfied and will be satisfied following the drawdown of the FleetCo Advances under the FleetCo [German/Italian/Spanish/Dutch/French] Facility Agreement; and

(ix)

no Potential Event of Default relating to a FleetCo Event of Default and no a Rapid Amortisation Event (in relation to itself) has occurred since the date of the last FleetCo Compliance Certificate [(in the case of the first such certificate only), the date of each FleetCo Facility Agreement and the date of satisfaction of the initial conditions precedent to each FleetCo Facility Agreement] which is continuing (or, if such is not the case, specifying the particulars of any such Potential Event of Default or Rapid Amortisation Event (in relation to itself)).

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(x)	[other than [●]]/[we are in compliance with our obligations under the [Transaction Documents to which we are a party]; and

(xi)	no Potential Event of Default relating to a Central Servicer Event of Default, a Subordinated Lender Event of Default or a Finco Guarantor Event of Default, no Central Servicer Event of Default, no Subordinated Lender Event of Default and no Finco Guarantor Event of Default has occurred and is continuing.

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(xii)	[other than [●]]/[we are in compliance with our obligations under the [Transaction Documents to which we are a party]; and

(xiii)	no Potential Event of Default relating to an Avis Europe Event of Default and no Avis Europe Event of Default has occurred and is continuing.

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1	We refer to: (i) the Issuer Note Issuance Facility Agreement (the "Issuer Note Issuance Facility Agreement") dated [●] and made between, among others, the Issuer and the Senior Noteholders and (ii) the Master Definitions Agreement dated [●] and made between, among others, the Issuer, the Senior Noteholders and the Transaction Agent (the "Master Definitions Agreement").

2	Terms defined in the Master Definitions Agreement shall bear the same meaning in this Senior Advance Drawdown Notice.

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3	We confirm that:

(vi)	the Issuer Repeating Representations will be true and correct on the proposed Senior Advance Drawdown Date;

4	This Senior Advance Drawdown Notice is irrevocable.

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1

We refer to: (i) the [FleetCo Spanish Facility Agreement / FleetCo Italian Facility Agreement / FleetCo German Facility Agreement / FleetCo Dutch Facility Agreement / FleetCo French Facility Agreement] dated [●] and made between, among others, the [Dutch FleetCo, Spanish Branch / Dutch FleetCo / Italian FleetCo / French FleetCo] and the Lender (the "FleetCo Facility Agreement"); and (ii) the Master Definitions Agreement dated [●] and made between, among others, the Lender, the Senior Noteholders and the Transaction Agent (the "Master Definitions Agreement").

2	Terms defined in the Master Definitions Agreement shall bear the same meaning in this FleetCo Advance Drawdown Notice.

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3	We confirm that:

(i)	the FleetCo Repeating Representations will be true and correct on the proposed FleetCo Advance Drawdown Date;

(ii)	we are in compliance with our obligations under the FleetCo Transaction Documents to which we are party; and

(iii)	no Potential Event of Default relating to [an Italian FleetCo Event of Default/a Dutch FleetCo Event of Default/a French FleetCo Event of Default], no [Italian FleetCo Event of Default/Dutch FleetCo Event of Default/French FleetCo Event of Default] and no Rapid Amortisation Event (in respect of itself) has occurred.

4	This FleetCo Advance Drawdown Notice is irrevocable.

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1	We refer to: (i) the VFN Funding Agreement dated [●] and made between, among others, the FCT and the Lender (the "VFN Funding Agreement"); and (ii) the Master Definitions Agreement dated 5 March 2013 (as amended, novated, varied or restated from time to time) and made between, among others, the Lender, the FCT and the Transaction Agent (the "Master Definitions Agreement").

2	Terms defined in the Master Definitions Agreement shall bear the same meaning in this VFN Advance Drawdown Notice.

3	We confirm that:

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(i)	[the FCT Repeating Representations will be true and correct on the proposed VFN Advance Drawdown Date;]

(ii)	we are in compliance with our obligations under the Transaction Documents to which we are party; and

4	This VFN Advance Drawdown Notice is irrevocable.

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1	Terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and signed for the purpose of identification by, inter alios, the Issuer and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of the Issuer and certify as at the date hereof:

(a)	no Potential Event of Default relating to an Issuer Event of Default and no Issuer Event of Default has occurred and is continuing;

(b)	since [the Signing Date], there has been no change or any development or event involving a prospective adverse change in the condition (financial or otherwise) of the Issuer which would have a material adverse effect on the ability of the Issuer to perform its payment

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(c)	there has been no event or the discovery of any fact making any of the representations and warranties given by the Issuer contained in Clause 3 (Representations and Warranties) of the Framework Agreement or any other Transaction Document to which it is party untrue, misleading or incorrect on the Initial Funding Date;

(d)	the Issuer is in compliance with its covenants and obligations under the Relevant Transaction Documents; and

(e)	each copy document relating to it (and attached hereto) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Initial Funding Date.

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1	Unless otherwise defined herein or the context otherwise requires, terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and entered into by, among others, the Parent and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of Avis Budget Car Rental LLC and certify as at the date hereof:

(a)	no Potential Event of Default relating to a Parent Event of Default and no Parent Event of Default has occurred and is continuing;

(b)	the Parent has performed or satisfied all of the conditions precedent in relation to itself required to be performed or satisfied by it under the Transaction Documents on and as of the dates specified in such Transaction Documents;

(c)	since the Signing Date, there has been no event or the discovery of any fact making any of the representations and warranties given by the Parent contained in Clause 3

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(d)	the Parent is in compliance with its covenants and obligations under the Framework Agreement or any other Transaction Document to which it is a party.

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1	Unless otherwise defined herein or the context otherwise requires, terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and entered into by, among others, Finco and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of Avis Finance Company Limited and certify as at the date hereof:

(i)	no Potential Event of Default relating to a Subordinated Lender Event of Default, a Central Servicer Event of Default or a Parent Event of Default, no Subordinated Lender Event of Default, no Central Servicer Event of Default and no Parent Event of Default has occurred and is continuing;

(ii)	since the Signing Date, there has been no change or any development or event involving a prospective adverse change in the condition (financial or otherwise) of Finco which

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(iii)	Finco is in compliance with its covenants and obligations under the Transaction Documents to which Finco or the Central Servicer is a party.

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1	Unless otherwise defined herein or the context otherwise requires, terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and entered into by, among others, the Issuer and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] and certify and confirm as at the date hereof:

(a)	no Potential Event of Default relating to a FleetCo Event of Default in relation to [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] and no FleetCo Event of Default in relation to [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] has occurred and is continuing;

(b)	since the Signing Date, there has been no change or any development or event involving a prospective adverse change in the condition (financial or otherwise) of [Dutch FleetCo/

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(c)

there has been no event or the discovery of any fact making any of the representations and warranties given by [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] contained in Clause 3 (Representations and Warranties) of the Framework Agreement and the other Transaction Documents to which [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] is a party untrue, misleading or incorrect on the Initial Funding Date;

(d)	[Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] is in compliance with its covenants and obligations under the Transaction Documents to which [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] is a party;

(e)	the borrowing or guaranteeing or securing, as appropriate, of the total commitments would not cause any borrowing, guarantee, security or similar limit binding on [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] to be exceeded and would not cause a Default (which could result in a FleetCo Event of Default) to occur;

(f)	each copy document relating to [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] provided under paragraph 2 of Schedule 2, Part 1 of the Framework Agreement is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Initial Funding Date;

(g)

to the best of its knowledge and belief, the execution of the Transaction Documents by [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] and all matters in connection therewith are being effected by [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo] in good faith and in connection with its business, and in its opinion there are reasonable grounds for believing that the transactions contemplated by the Transaction Documents and all related matters will benefit [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo]; and

(h)	to the best of its knowledge and belief, [Dutch FleetCo/Italian FleetCo/Dutch FleetCo, Spanish Branch/French FleetCo], in entering into the Transaction Documents to which it is a party, has not been influenced by a desire to prefer one creditor over any other creditor of [Dutch/Italian/French FleetCo].

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1	Unless otherwise defined herein or the context otherwise requires, terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and entered into by, among others, the Issuer and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] and certify as at the date hereof:

(a)	no Potential Event of Default relating to a [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] Event of Default and no Opco Event of Default relating to a [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] has occurred and is continuing;

(b)	no Master Lease Termination Event, no Potential Master Lease Termination Event, no Servicer Termination Event, no Potential Servicer Termination Event and no Opco Event of Default in relation to it has occurred and is continuing;

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(c)

since the Signing Date, there has been no change or any development or event involving a prospective adverse change in the condition (financial or otherwise) of [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] which would have a material adverse effect on the ability of [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] to perform its payment obligations under the [Master Lease Agreement], other than any fact, event, change, circumstance or effect resulting from (A) general changes or developments (other than those resulting from acts of terrorism, war or armed hostilities) in the industries in which [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] operates or in the general economy, financial, banking, currency or capital markets, (B) normal seasonal changes in the results of operations of [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco], (C) changes in accounting requirements or principles or any changes in applicable laws or interpretations thereof or (D) any failure in and of itself by [Spanish Opco/German Opco/ any Italian Opco/Dutch Opco/French Opco] to meet any estimates of revenues or earnings or other financial performance for any period (it being agreed that the facts and circumstances giving rise to such failure may be taken into account in determining whether there has been a material adverse effect or material impairment), except, in the case of paragraph (A) above, to the extent such changes referred to therein have a disproportionate adverse effect on [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco], relative to other participants in the industry in which [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] operates, provided that, for the purposes of this paragraph (A) the industries in which [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] operates shall be deemed to be the vehicle rental industry in [jurisdiction];

(d)

there has been no event or discovery of any fact making any of the representations and warranties given by [Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] contained in Clause 21 of the Master German Fleet Lease Agreement, Clause 23 of the relevant Italian Master Lease Agreement and Master Dutch Fleet Lease Agreement, Clause 24 of the Spanish Master Lease Agreement and French Master Lease Agreement, Clause 3 (Representations and Warranties) of the Framework Agreement or other Transaction Documents to which it is a party untrue, misleading or incorrect on the Initial Funding Date;

(e)	[Spanish Opco/German Opco/any Italian Opco/Dutch Opco/French Opco] is in compliance with its covenants and obligations under the Transaction Documents to which it is a party;

(f)

to the best of its knowledge and belief, the execution of the Transaction Documents by [any Italian Opco/Spanish Opco/German Opco/Dutch Opco/French Opco] and all matters in connection therewith are being effected by [any Italian Opco/Spanish Opco/German Opco/Dutch Opco/French Opco] in good faith and in connection with its business, and in its opinion there are reasonable grounds for believing that the transactions contemplated by the Transaction Documents and all related matters will benefit [any Italian Opco/Spanish Opco/German Opco/Dutch Opco/French Opco]; and

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(g)	to the best of its knowledge and belief, [any Italian Opco/Spanish Opco/German Opco/French Opco], in entering into the Transaction Documents to which it is a party, has not been influenced by a desire to prefer one creditor over any other creditor of [any Italian Opco/Spanish Opco/German Opco/Dutch Opco/French Opco].

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1	Unless otherwise defined herein or the context otherwise requires, terms defined in a master definitions agreement (the "Master Definitions Agreement") dated [●] and entered into by, among others, the Issuer and the Senior Noteholders shall bear the same meaning herein.

2	I, [●], am an Authorised Signatory of Avis Europe and certify as at the date hereof:

(i)	no Potential Event of Default relating to an Avis Europe Event of Default and no Avis Europe Event of Default has occurred and is continuing;

(ii)	since the Signing Date, there has been no change or any development or event involving a prospective adverse change in the condition (financial or otherwise) of Avis Europe which would have a material adverse effect on the ability of Avis Europe to perform its material obligations under the Transaction Documents to which Avis Europe is a party; and

(iii)	Avis Europe is in compliance with its covenants and obligations under the Transaction Documents to which Avis Europe is a party.

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1	Ranking and Priority

1.1	Issuer Debt

1.1.1	the Senior Issuer Debt shall rank in right and priority of payment pari passu and without preference between the Senior Noteholder Debt and the Issuer Hedging Debt; and

1.1.2	the Subordinated Debt shall be subordinated to the Senior Issuer Debt.

1.2	Issuer Security

2	Undertakings of the Issuer Secured Creditors

(i)	permit or require the Issuer to discharge any of the Issuer Secured Liabilities owed to it, except to the extent and in the manner permitted under this Agreement and/or the relevant Issuer Transaction Document;

(ii)

without prejudice to the generality of paragraph (i) above, accelerate, or permit or require the Issuer to accelerate, cancel, pay, prepay, repay, redeem, purchase, terminate early or voluntarily terminate or otherwise acquire any of the Issuer Secured Liabilities, except to the extent and in the manner permitted by this Agreement, the Issuer Note Issuance Facility Agreement and/or the Issuer Security Documents;

(iii)

take, accept or receive the benefit of any Security Interest (other than any right of set-off permitted pursuant to paragraph (iv) below), guarantee, indemnity (except to the extent and in the manner permitted under this Agreement and/or the Issuer Security Documents and as further specified in the Issuer Transaction Documents or this Agreement) or other assurance against financial loss from the issuer in respect of any of the Issuer Secured Liabilities owed to it except pursuant to the Issuer Security created under the Issuer Security Documents;

(iv)	take, receive or recover from the Issuer by set off, any right of combination of accounts, proceedings of any kind or in any other manner whatsoever (save where permitted in paragraphs (i) to (iii) above) the whole or any part of the Issuer Secured Liabilities owed to it, except:

(a)	in respect of the Issuer Account Bank, to the extent permitted under the Issuer Account Bank Agreement;

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(v)	take any Enforcement Action in respect of the Issuer Security except in accordance with the provisions hereof and the Issuer Security Documents.

3	Senior Noteholders

3.1	Payment of Senior Noteholder Debt

3.2	Increase of principal: Senior Noteholders

4	Issuer Hedge Counterparties

4.1	Identity of Issuer Hedge Counterparties

4.2	Payments of Issuer Hedging Debt

(i)	if the Payment is a scheduled Payment arising under the relevant Issuer Hedging Agreement;

(ii)	to the extent that the Issuer’s obligation to make the Payment arises as a result of the operation of:

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(a)	any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement of that Issuer Hedging Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement);

(iii)	to the extent that no Default in respect of the Issuer is continuing at the time of that Payment;

(iv)	prior to the irrevocable and unconditional discharge in full of the Senior Noteholder Debt, the Majority Senior Noteholders and the Transaction Agent give prior consent to the Payment being made; or

(v)	in accordance with the applicable Termination Events (as defined in the relevant Issuer Hedging Agreement) and applicable Event of Default (as defined in the relevant Issuer Hedging Agreement) set out in the relevant Issuer Hedging Agreement.

4.3	Payment obligations continue

4.4	Restrictions on enforcement of Issuer Security by Issuer Hedge Counterparties

(i)	prematurely close out or terminate any Issuer Hedging Debt; or

(ii)	exercise any right of set-off or take or receive any Payment in respect of any Issuer Hedging Debt.

4.5	Required Enforcement: Issuer Hedge Counterparties

4.6	Treatment of Payments due to the Issuer on termination of hedging transactions

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4.6.1

If, on termination of any hedging transaction under any Issuer Hedging Agreement occurring after the delivery of an Issuer Enforcement Notice to the Issuer or the enforcement of the Issuer Security, a settlement amount or other amount (following the application of any Close-Out Netting or Payment Netting in respect of that Issuer Hedging Agreement) falls due from an Issuer Hedge Counterparty to the Issuer, then that amount shall be paid by that Issuer Hedge Counterparty to the Issuer Security Trustee, treated as the proceeds of enforcement of the Issuer Security and applied in accordance with the terms of this Agreement and the Issuer Security Documents.

4.6.2	The payment of that amount by the Issuer Hedge Counterparty to the Issuer Security Trustee in accordance with paragraph 4.6.1 above shall discharge the Issuer Hedge Counterparty’s obligation to pay that amount to the Issuer.

4.7	Designation of Issuer Transaction Documents

5	Subordinated Lenders

5.1	Identity of Subordinated Lenders

5.2	Restrictions on Subordinated Debt

5.2.1	Until the Senior Issuer Discharge Date and subject to the Issuer Priority of Payments:

(i)

no Subordinated Lender shall take, demand or receive, and the Issuer shall not make any payment, repayment or prepayment, redemption or acquisition of any principal, interest or other amount on or in respect of, or any distribution in respect of, or any redemption, purchase or defeasance of, any Subordinated Debt in cash or in kind, except as permitted by paragraph 5.3 (Permitted Subordinated Debt Payments);

(ii)	no Subordinated Lender shall apply any money or property in or towards discharge of, and the Issuer shall not redeem, purchase or defease, any Subordinated Debt, except as permitted by paragraph 5.3 (Permitted Subordinated Debt Payments);

(iii)	no Subordinated Lender shall, and the Issuer shall not, exercise any set-off against any Subordinated Debt, except as permitted by the Issuer Subordinated Facility Agreement or by paragraph 5.3 (Permitted Subordinated Debt Payments);

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(iv)	no Subordinated Lender shall permit to subsist or receive, and the Issuer shall not create or permit to subsist, any Security Interest, or any guarantee, indemnity or other assurance against loss, for, or in respect of, any Subordinated Debt other than the Issuer Security;

(v)	no Subordinated Lender shall, and the Issuer shall not, take or omit to take any action whereby the ranking and/or subordination contemplated hereby may be impaired;

(vi)	no Subordinated Lender shall, and the Issuer shall not, permit any Subordinated Debt to be evidenced by a negotiable instrument;

(vii)	no Subordinated Lender shall convert any Subordinated Debt into shares of the Issuer; and

(viii)

notwithstanding the terms of any agreement under which Subordinated Debt is incurred, if there are insufficient Issuer Available Funds to satisfy all amounts due in respect of any Subordinated Debt (including, without limitation, any principal, interest and/or fees) then such amounts as remain unpaid on a due date will be deemed not to have fallen due for payment on the relevant date and the obligation to make such payment shall be suspended.

5.2.2	Paragraph 5.2.1 above does not apply to any action taken with the prior written consent of the Issuer Security Trustee in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee).

5.3	Permitted Subordinated Debt Payments

5.3.1

Until the Senior Issuer Discharge Date and subject to paragraph 5.5 (Suspension of Permitted Subordinated Debt Payments), paragraph 6 (Turnover of Receipts), paragraph 9 (Effect on Insolvency), Clause 4.1.35 (Withdrawals from Issuer Transaction Account) and the Issuer Priority of Payments, the Issuer may pay, and the relevant Subordinated Lender may receive and retain, including by way of set-off, payments in respect of any Subordinated Debt.

5.3.2

Notwithstanding the provisions in paragraph 5.2.1 and 5.3.1 above, following the (i) exercise of the Spain Repayment Option and (ii) the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the Central Servicer and Finco in accordance with Clause 6.2.1(iii)(b), the Issuer shall pay to the Subordinated Lender any Disposal Proceeds it receives under the FleetCo Spanish Facility Agreement pursuant to the Issuer Spain TRO Declaration of Trust, regardless of whether an Issuer Event of Default has occurred. For the avoidance of doubt, paragraph 5.2.1 shall apply prior to the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the Central Servicer and Finco in accordance with Clause 6.2.1(iii)(b).

5.3.3	At the time that the Italy Repayment Option and/or Spain Repayment Option and/or the France Repayment Option is exercised, the existing Subordinated Advances may be set

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5.4	Payment obligations continue

5.5	Suspension of Permitted Subordinated Debt Payments

5.6	Restrictions on Enforcement of Issuer Security by the Subordinated Lenders

(i)

Until the Senior Issuer Discharge Date and without prejudice to paragraph 5.3 (Permitted Subordinated Debt Payments), no Subordinated Lender shall, except with the prior written consent of or as required by the Issuer Security Trustee (acting on instructions, the Transaction Agent itself acting in accordance with Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent)), take any Enforcement Action in relation to any Subordinated Debt.

(ii)	If required by the Issuer Security Trustee to take Enforcement Action, the Subordinated Lenders will promptly take the relevant Enforcement Action and apply any proceeds from that Enforcement Action in accordance with paragraph 6 (Turnover of Receipts).

5.7	Restrictions on Subrogation

5.8	Designation of Transaction Documents

6	Turnover of Receipts

6.1	Turnover by the Subordinated Lender

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(i)	within three Business Days of the receipt or recovery, notify details of that receipt or recovery to the Issuer Security Trustee and the Transaction Agent;

(ii)	hold any such Subordinated Recovery received by it, up to the aggregate of all amounts which may be or become payable as Senior Issuer Debt, on trust for the Transaction Agent or, following service of an Issuer Enforcement Notice, the Issuer Security Trustee, for application towards the relevant Senior Issuer Debt in accordance with the Issuer Transaction Documents; and

(iii)

pay an amount equal to any such Subordinated Recovery (or, where the receipt or recovery is by way of discharge by set-off, an equivalent amount), up to the aggregate of all amounts which may be or become payable as the relevant Senior Issuer Debt, to the Transaction Agent or, following service of an Issuer Enforcement Notice, the Issuer Security Trustee, for application towards the relevant Senior Issuer Debt in accordance with the Issuer Transaction Documents.

6.2	Non-creation of Security Interest

7	Redistribution

7.1	Recovering Creditor's rights

7.1.1

Any amount paid by an Issuer Secured Creditor (other than the Issuer Security Trustee) (a "Recovering Creditor") to the Issuer Security Trustee or the Transaction Agent under paragraph 9 (Effect on Insolvency) or paragraph 6 (Turnover of Receipts) shall be treated as having been paid by the Issuer and distributed to the Senior Issuer Finance Parties (each a "Sharing Creditor") in accordance with the terms hereof.

7.1.2

On a distribution by the Transaction Agent or the Issuer Security Trustee under paragraph 7.1.1 above of a Payment received by a Recovering Creditor from the Issuer, as between the Issuer and the Recovering Creditor, an amount equal to the amount received or recovered by the Recovering Creditor and paid to the Transaction Agent or the Issuer Security Trustee (the "Shared Amount") shall be treated as not having been paid by the Issuer.

7.2	Reversal of redistribution

7.2.1	If any part of the Shared Amount received or recovered by a Recovering Creditor becomes repayable to the Issuer and is repaid by that Recovering Creditor to the Issuer, then:

(i)	each Sharing Creditor shall pay to the Transaction Agent (or following service of an Issuer Enforcement Notice the Issuer Security Trustee) for the account of that Recovering Creditor an amount equal to the appropriate part of its share of the

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(ii)	as between the Issuer, each Recovering Creditor and each relevant Sharing Creditor, an amount equal to the relevant Redistributed Amount shall be treated as not having been paid by the Issuer.

7.3	The Issuer Security Trustee shall not be obliged to pay any Redistributed Amount to a Recovering Creditor under paragraph 7.2.1 above until it has been able to establish to its satisfaction that it has actually received that Redistributed Amount from the relevant Sharing Creditor and that it still has it in its possession.

7.4	Exclusions

7.5	Permitted assurance and receipts

(i)	arrange with any person which is not a member of the Avis Group any assurance against loss in respect of, or reduction of its credit exposure to, the Issuer (including assurance by way of credit based derivative or sub-participation); or

(ii)	make any assignment or transfer which is permitted by the Framework Agreement,

7.6	Sums received by the Issuer

(i)

hold an amount of that receipt or recovery equal to the Relevant Liabilities (or, if less, the amount received or recovered) on trust for the Transaction Agent or, following service of an Issuer Enforcement Notice to the Issuer Security Trustee and promptly pay that amount to the Transaction Agent or, following service of an Issuer Enforcement Notice, the Issuer Security Trustee, for application in accordance with the terms hereof and the Transaction Documents; and

(ii)	promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Transaction Agent or, following service of an Issuer Enforcement Notice, the Issuer Security Trustee, for application in accordance with the terms hereof.

7.7	Saving provision

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7.8	Non-creation of Security Interest

7.9	Deferral of Subrogation

7.9.1

No Issuer Secured Creditor or the Issuer may exercise any rights which it may have by reason of the performance by it of its obligations under the Issuer Transaction Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights under the Issuer Transaction Documents of any Issuer Secured Creditor which ranks ahead of it in accordance with the priorities set out in paragraph 1 (Ranking and Priority) until such time as all of the Liabilities owing to each prior ranking Issuer Secured Creditor (or, in the case of the Issuer, owing to each Issuer Secured Creditor) have been irrevocably paid in full.

7.9.2	No Subordinated Lender shall exercise any rights which it may have to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights under the Issuer Transaction Documents of any other Issuer Secured Creditor until such time as all of the Liabilities owing to each other Issuer Secured Creditor have been irrevocably paid in full.

8	Instructions to Issuer Security Trustee and exercise of discretion

8.1	Subject to paragraph 8.3 below and without prejudice to Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee), the Issuer Security Trustee:

8.1.1	shall, subject to it being indemnified and/or secured and/or prefunded to its satisfaction, act, exercise any right, power, authority or discretion vested in it as Issuer Security Trustee (or refrain from acting, exercising any right, power, authority or discretion vested in it as Issuer Security Trustee) in accordance with any instructions given to it by:

(i)	prior to the irrevocable and unconditional discharge in full of the Senior Noteholder Debt, the Transaction Agent (acting on instructions given to it in accordance with Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent));

(ii)	upon and following the irrevocable and unconditional discharge in full of the Senior Noteholder Debt but prior to the irrevocable and unconditional discharge in full of the Issuer Hedging Debt, the Issuer Hedge Counterparties (provided that, in the

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(iii)	where all Issuer Hedge Counterparties are excluded under paragraph (ii) above or where the Senior Issuer Debt has been irrevocably and unconditionally discharged in full, the Subordinated Lender.

8.1.2	shall be entitled to assume (without liability to any person) that:

(a)

any instructions received by it from the Transaction Agent are duly given in accordance with the terms of the Transaction Documents and that the Transaction Agent has all authority and direction to give such instructions and the Issuer Security Trustee shall have no duty to verify whether or not the Transaction Agent has obtained instructions from the relevant portion of Senior Noteholders or other relevant Issuer Secured Creditors, as the case may be; and

8.2

The Issuer Security Trustee shall be entitled to request instructions, or clarification of any direction, from the Transaction Agent (or, as the case may be, the other Issuer Secured Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions under this Agreement or any other Transaction Document and the Issuer Security Trustee may refrain from acting unless and until those instructions or clarifications are received by it in form and substance satisfactory to it and shall have no liability to any person for any failure or delay in carrying out such instructions which may result.

8.3	Any instructions given to the Issuer Security Trustee by the Transaction Agent shall override any conflicting instructions given by any other Parties.

9	Effect on Insolvency

9.1	Payment of distributions

9.1.1

After the occurrence of an Insolvency Event in relation to the Issuer and delivery of an Issuer Enforcement Notice, any Party entitled to receive a distribution out of the assets of the Issuer in respect of Liabilities owed to that Party shall, to the extent it is able to do so, direct the person responsible for the distribution of the assets of the Issuer to pay that distribution to the Issuer Security Trustee until the Liabilities owing to the Issuer Secured Creditors have been paid in full.

9.1.2	The Issuer Security Trustee (or the Issuer Cash Manager on its behalf) shall apply distributions paid to it under paragraph 9.1.1 above in accordance with the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments.

9.2	Filing of claims

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9.2.1

Following the occurrence of an Insolvency Event in respect of the Issuer and the delivery of an Issuer Enforcement Notice, until the Senior Issuer Discharge Date, the Issuer Security Trustee is (if directed by the Transaction Agent (itself directed by the requisite number of Senior Noteholders) and subject to the Issuer Security Trustee being indemnified and/or secured and/or prefunded to its satisfaction) hereby irrevocably authorised on behalf of the Subordinated Lender to:

(a)	demand, claim, enforce and prove for the Subordinated Debt;

(b)	file claims and proofs, give receipts and take any proceedings in respect of filing such claims or proofs and do anything which the Issuer Security Trustee considers necessary or desirable to recover the Subordinated Debt; and

(c)	receive all distributions of the Subordinated Debt for application towards the Senior Issuer Debt in accordance with the Issuer Transaction Documents.

9.2.2	If and to the extent that the Issuer Security Trustee is not entitled, or, if so directed by the Transaction Agent (itself so directed by the requisite number of Senior Noteholders) elects not, to take any of the actions mentioned in paragraph 9.2.1 above, each Subordinated Lender shall do so.

9.3	Distributions to Subordinated Lender

(i)	hold all Recoveries, up to the aggregate of all amounts which may be or become payable as Senior Issuer Debt, received by it in respect of the Subordinated Debt on trust for the Issuer Security Trustee for application towards the Senior Issuer Debt in accordance with the Issuer Transaction Documents;

(ii)

pay an amount equal to any Recoveries received by it (or, where the receipt or recovery is by way of discharge by set-off, an equivalent amount), up to the aggregate of all amounts which may be or become payable as Senior Issuer Debt, in respect of the Subordinated Debt to the Issuer Security Trustee for application towards the Senior Issuer Debt in accordance with the Issuer Transaction Documents;

(iii)	promptly direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the Issuer or their proceeds to pay distributions in respect of the Subordinated Debt directly to the Issuer Security Trustee; and

(iv)	promptly undertake any action requested by the Issuer Security Trustee to give effect to this paragraph 9.3 (Distributions to Subordinated Lender).

9.4	Set-Off

9.4.1	Subject to paragraph 9.4.2 below, to the extent that the Issuer’s Liabilities are discharged by way of set-off (mandatory or otherwise) after the occurrence of an Insolvency Event in respect of the Issuer, any Issuer Secured Creditor which benefited from that set-off

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9.4.2	Paragraph 9.4.1 above shall not apply to:

(i)	any Close-Out Netting by an Issuer Hedge Counterparty;

(ii)	any Payment Netting by an Issuer Hedge Counterparty; and

(iii)	following the receipt of the TRO Proceeds Confirmation from the Issuer (or the Issuer Cash Manager on its behalf) by the Transaction Agent, the Central Servicer and Finco in accordance with Clause 6.2.1(iii)(b), payments by the Issuer to the Subordinated Lender of any Disposal Proceeds it receives under the FleetCo Spanish Facility Agreement pursuant to the Issuer Spain TRO Declaration of Trust.

9.5	Non-cash distributions

9.6	Issuer Secured Creditors' actions

(i)	do all things that the Issuer Security Trustee (acting in accordance with paragraph 9.7 (Issuer Security Trustee instructions)) requests in order to give effect to this paragraph 9 (Effect on Insolvency); and

(ii)

if the issuer Secrurity Trustee is not entitled to take any of the actions contemplated by this paragraph 9 (Effect on Insolvency) or if the Issuer Security Trustee (acting in accordance with paragraph 9.7 (Issuer Security Trustee instructions)) requests that an Issuer Secured Creditor take that action, undertake that action itself in accordance with the instructions of the the Issuer Security Trustee (acting in accordance with paragraph 9.7 (Issuer Security Trustee instructions)).

9.7	Issuer Security Trustee instructions

10	Enforcement of Issuer Security by the Issuer Security Trustee

10.1	Enforcement Instructions

10.1.1	The Issuer Security Trustee shall only enforce the Issuer Security if instructed pursuant to and in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments,

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10.1.2

Subject to the Issuer Security having become enforceable in accordance with its terms, the Transaction Agent (as directed in accordance with Clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Transaction Agent)) (or, as the case may be, the other relevant Issuer Secured Creditors) may give or refrain from giving instructions to the Issuer Security Trustee to enforce or refrain from enforcing the Issuer Security as it sees fit.

10.1.3

The Issuer Security Trustee is entitled to rely on and comply with instructions given in accordance with this paragraph 10.1 (Enforcement Instructions) but shall have no obligation to take any action, step or proceeding under this paragraph 10 (Enforcement of Issuer Security by the Issuer Security Trustee) unless it has been instructed pursuant to and in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) and has been indemnified and/or secured and/or prefunded to its satisfaction.

10.1.4

The Issuer Security Trustee shall have no duty to verify any instructions received pursuant to this paragraph 10 (Enforcement of Issuer Security by the Issuer Security Trustee) or determine whether or not the Transaction Agent (or, as the case may be, the other relevant Issuer Secured Creditors) has obtained the Instructions of the relevant portion of Senior Noteholders and shall have no liability to any person for not so doing.

10.2	Manner of enforcement

10.3	Waiver of rights

11	Failure of Trusts

(i)	If any trust intended to arise pursuant to paragraph 6 (Turnover of Receipts), paragraph 7.1 (Recovering Creditor’s Rights), paragraph 7.2 (Reversal of redistribution) or

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(ii)	If a Party is obligated to pay any amount to the Issuer Security Trustee or the Transaction Agent (as applicable) in accordance with paragraph 6 (Turnover of Receipts), paragraph 7.1 (Recovering Creditor’s Rights), paragraph 7.2 (Reversal of redistribution) or paragraph 9 (Effect on Insolvency):

(a)	the Issuer shall indemnify that Party (to the extent of its liability for the relevant amount so paid) for any costs, liabilities and expenses incurred by it as a result of it having to make that payment;

12	Protection of Subordination

12.1	Continuing subordination

12.2	Waiver of defences

(i)	any time, waiver or consent granted to, or composition with, any person;

(ii)	the release of any person under the terms of any composition or arrangement with any creditor of any person;

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(iii)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(v)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Issuer Transaction Document or any other Issuer Transaction Document or security, including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Issuer Transaction Document or other document or security;

(vi)	any unenforceability, illegality or invalidity of any obligation of any person under any Issuer Transaction Document or any other document or security;

(vii)	any insolvency or similar proceedings; or

(viii)	any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any person under any Issuer Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order.

12.3	Immediate recourse

12.4	Deferral of Subordinated Lenders’ rights

(i)	to be indemnified by the Issuer other than pursuant to any increased costs or tax gross-up provisions, provided that a Default has not occurred and will not occur as a result of such indemnity;

(ii)	to claim any contribution from any guarantor of the Issuer’s obligations under the Issuer Transaction Documents; and/or

(iii)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Senior Issuer Finance Parties under the Issuer Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Issuer Transaction Documents by any Senior Issuer Finance Party.

12.5	Discharge

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12.6	Application

13	Preservation of Debt

13.1	Preservation of Subordinated Debt

13.2	No liability

(i)	the manner of exercise or any non-exercise of its rights, remedies, powers, authorities or discretions hereunder; or

(ii)	any failure to collect or preserve any Issuer Debt or delay in doing so.

14	Information

14.1	Defaults

14.2	Amounts of Issuer Debt

14.3	Discharge of Issuer Debt

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15	Preservation

15.1	Remedies and Waivers

15.2	Priorities not affected

(i)	not be affected by any reduction or increase in the principal amount secured by the Issuer Security in respect of the Senior Issuer Debt or by any intermediate reduction or increase in, amendment of or variation to any of the Issuer Transaction Documents, or by any variation or satisfaction of any of the Liabilities or any other circumstances;

(ii)	apply regardless of the order in which or dates upon which this Agreement and the other Issuer Transaction Documents are executed or registered or notice of them is given to any person; and

(iii)	secure the Senior Issuer Debt in the order specified, regardless of the date upon which any of the Liabilities arise or of any fluctuations in the amount of any of the Liabilities outstanding.

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A.	"Vehicle Manufacturer Groups"

1	GM Group

2	Iveco Group

3	Fiat Group

4	Ford Group

5	Volkswagen Group

6	Renault Group

7	Nissan Group

8	Peugeot/Citroën/Opel 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

19	Piaggio Group

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1	GM 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/Opel 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).

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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).

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).

19	Piaggio Group: Piaggio Group Piaggio & C. S.p.a. Direzione e Coordinamento IMMSI S.p.A., a joint stock company (società per azioni) incorporated in Italy with registered office at Viale Rinaldo Piaggio, 25 Pontedera (PI), Italy, share Capital fully paid up of Euro 207,613,944.37, fiscal code and registration with the companies register of Pisa number 04773200011, VAT Number: 01551260506.

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C.	"Vehicle Manufacturer Group Rating Entity"

1	GM 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/Opel 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).

19	Piaggio Group: Piaggio Group Piaggio & C. S.p.a. Direzione e Coordinamento IMMSI S.p.A., a joint stock company (società per azioni) incorporated in Italy with registered office at Viale Rinaldo Piaggio, 25 Pontedera (PI), Italy, share Capital fully paid up of Euro 207,613,944.37, fiscal code and registration with the companies register of Pisa number 04773200011, VAT Number: 01551260506.

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A.	The FCT Noteholder and the FCT has entered into the VFN Funding Agreement.

B.	The FCT Noteholder wishes to transfer and Finco wishes to acquire all (and not part only) of the FCT Noteholder’s rights, interest and benefits under the Variable Funding Note and the VFN Funding Agreement (including, without limitation, any VFN Advances which may be outstanding as at the VFN Purchase Date.

I.

The FCT Noteholder and Finco agree to the transfer (cessione) of all (and not part only) of the FCT Noteholder’s rights, interest and benefits under the Variable Funding Note and the VFN Funding Agreement (including, without limitation, any VFN Advances which may be outstanding as at the VFN Purchase Date in accordance with Clause 6.2.3 (viii) (VFN Transfer) of the Framework Agreement. The FCT accepts the transfer set out above.

II.	The proposed VFN Transfer Date is [ ].

III.	The VFN Purchase Price is [ ].

IV.	Finco confirms to the FCT Noteholder and the FCT that it has become entitled to the same rights and that it will assume the same obligations to those Parties as it would have been under if it was the FCT Noteholder.

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V.	Finco as successor FCT Noteholder undertakes, therefore, to be bound by the provisions of the VFN Funding Agreement, the Common Terms and the Master Definitions Agreement, and, in particular, to become vested with all the authority, rights, powers, duties and obligations and limitations of rights (including, but not limited to, clause 27.1 (Non-petition) of the Framework Agreement).

VI.	The provisions of the VFN Funding Agreement and the Common Terms (including, but not limited to, clause 27.1 (Non-petition) of the Framework Agreement) applicable to the FCT Noteholder shall apply, mutatis mutandis, to Finco as successor FCT Noteholder.

VII.	The FCT Noteholder, Finco and the FCT confirm that the VFN Funding Agreement will be terminated and of no further effect with respect to the FCT Noteholder, the FleetCo Security Agent and the Transaction Agent;

VIII.

Finco and the FCT confirm that the FCT Noteholder, the FleetCo Security Agent and the Transaction Agent will be released and discharged from their obligations under the VFN Funding Agreement (and any corresponding, ancillary or accessory obligations by which it is bound under the other Transaction Documents to which the FCT Noteholder is a party) provided however that such release shall not affect any liabilities or obligations of the FCT and Finco as successor FCT Noteholder vìs-à-vìs each such Party under the VFN Funding Agreement.

IX.

This VFN Transfer Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this VFN Transfer Agreement (including a dispute relating to the existence, validity or termination of this VFN Transfer Agreement or any non-contractual obligation arising out of or in connection with this VFN Transfer Agreement) (a "Dispute"). 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.

X.	This VFN Transfer Agreement has been entered into on the date stated at the beginning of this VFN Transfer Agreement.

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1	Arthur Cox reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Bankruptcy remoteness memorandum dated 20 March 2013

(c)	Opinion dated 21 May 2014

2	Avis internal counsel reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 21 May 2014

(c)	Opinion dated 16 April 2015

(d)	Opinion dated 22 January 2016

3	Clifford Chance (London) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 21 May 2014

(c)	Opinion dated 16 April 2015

(d)	Opinion dated 22 January 2016

(e)	Insurance memorandum dated 20 March 2013

(f)	Insurance memorandum dated 21 May 2014

(g)	VPA due diligence report dated 20 March 2013

(h)	VPA due diligence report dated 21 May 2014

(i)	Liquidation tax memorandum dated 20 March 2013, other than in respect of Section 3 (Germany), Section 4 (Italy) and Section 5 (Spain)

(j)	Liquidation tax memorandum dated 21 May 2014

4	Clifford Chance (Netherlands) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 21 May 2014

(c)	Tax opinion dated 20 March 2013

(d)	Tax opinion dated 21 May 2014

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(e)	Memorandum relating to set-off and retention of title under Dutch law dated 21 May 2014

5	Clifford Chance (Italy) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 21 May 2014

(c)	Opinion dated 22 January 2016

(d)	Opinion dated 20 April 2016

(e)	Tax opinion dated 22 January 2016

(f)	Memorandum relating to set-off rights under the vehicle manufacturer agreements and vehicle dealer agreements dated 20 March 2013

(g)	Memorandum relating to potential interference of any landlord/owner rights with Italian FleetCo’s rights dated 20 March 2013

(h)	Memorandum relating to retention of title arrangements in the vehicle provider agreements dated 20 March 2013

(i)	Memorandum relating to certain insurance requirements in respect of motor vehicles and to product liability dated 20 March 2013

(j)	Supplemental memorandum on Italian taxation dated 22 January 2016, including Section 4 (Italy) of the liquidation tax memorandum originally dated 20 March 2013 referred to at item 3(i) of this Schedule 4 (Reliance Letters and Opinions)

6	Clifford Chance (Spain) reliance letter in respect of:

(a)	Opinion dated 21 May 2014

(b)	Memorandum relating to set-off rights under the vehicle provider agreement dated 20 March 2013

(c)	Memorandum relating to retention of title provisions dated 20 March 2013

(d)	Memorandum relating to potential interference of any landlord/owner rights with Dutch FleetCo’s rights dated 20 March 2013

(e)	Opinion dated 20 April 2016

(f)	Tax opinion originally dated 20 April 2016

(g)	Section 5 (Spain) of the liquidation tax memorandum dated 20 April 2016 referred to at item 3(i) of this Schedule 4 (Reliance Letters and Opinions)

7	Clifford Chance (France) reliance letter in respect of:

(a)	Opinion dated 21 May 2014

(b)	Memorandum relating to set-off under French law dated 21 May 2014

(c)	Memorandum relating to retention of title under French law dated 21 May 2014

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(d)	Memorandum relating to third party rights dated 21 May 2014

8	Linklaters (London) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 21 May 2014

(c)	Opinion dated 22 January 2016

9	Linklaters (Netherlands) reliance letter in respect of:

(a)	Dutch bankruptcy remoteness memorandum dated 20 March 2013

(b)	Dutch FleetCo bankruptcy remoteness memorandum dated 21 May 2014

(c)	Dutch insolvency and repossession memorandum dated 21 May 2014

(d)	Opinion dated 20 March 2013

(e)	Opinion dated 21 May 2014

10	Linklaters (Italy) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Opinion dated 22 January 2016

(c)	Italian FleetCo bankruptcy remoteness memorandum dated 20 March 2013

(d)	Bring-down Italian Labour Law Memorandum dated 22 January 2016

(e)	Bring-down Italian Dedicated Financing Memorandum dated 22 January 2016

11	Linklaters (France) reliance letter in respect of:

(a)	French bankruptcy remoteness memorandum dated 13 June 2016

(b)	French insolvency and repossession memorandum dated 13 June 2016

(c)	Opinion dated 13 June 2016

12	Linklaters (Spain) reliance letter in respect of:

(a)	Opinion dated 20 March 2013

(b)	Spanish bankruptcy remoteness memorandum originally dated 20 March 2013

(c)	Spanish insolvency memorandum originally dated 20 March 2013

(d)	Spanish Labour Law Memorandum originally dated 20 March 2013

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