EX-10.4



 Exhibit 10.4 
 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AS INDICATED BY [REDACTED] AND SEPARATELY FILED WITH THE COMMISSION. 

EXECUTION VERSION 

Dated 5 March 2013 
 CARFIN FINANCE INTERNATIONAL LIMITED 
 as the Issuer 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
 as Arranger and Transaction Agent 
 DEUTSCHE TRUSTEE COMPANY LIMITED

 as Issuer Security Trustee 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
 as FleetCo Security
Agent 
 CERTAIN ENTITIES NAMED HEREIN 
 as Opcos, Servicers and Lessees 
 CERTAIN ENTITIES NAMED HEREIN

 as FleetCos 
 AVIS BUDGET CAR RENTAL, LLC 
 as the Parent 

AVIS FINANCE COMPANY LIMITED 
 as Finco, the Subordinated Lender and the Italian VAT Lender 
 AVIS BUDGET
EMEA LIMITED 
 as Avis Europe 
 CERTAIN ENTITIES NAMED HEREIN 
 as the Account Banks 

DEUTSCHE BANK AG, LONDON BRANCH 
 as the Issuer Cash Manager, Dutch FleetCo German Account Bank Operator, Dutch FleetCo 
 Spanish Account Bank Operator and FleetCo Back-up Cash Manager 
 CERTAIN
ENTITIES NAMED HEREIN 
 as the Initial Senior Noteholders 

and 
 CERTAIN
OTHER ENTITIES NAMED HEREIN 
 MASTER DEFINITIONS AGREEMENT 

 
 



 
 Ref: L-207969 
 Linklaters LLP 







 Table of Contents 

 

							
	Contents	  	Page	 
			
	 1
	  	Definitions and Interpretation	  	 	3	  
			
	 2
	  	Principles of Interpretation and Construction	  	 	100	  
			
	 3
	  	Incorporation of Common Terms and Clause 24 of the Framework Agreement	  	 	103	  
			
	 4
	  	Governing Law and Jurisdiction	  	 	103	  
			
	 5
	  	Enforcement	  	 	104	  
		
	 Schedule 1 The Parties
	  	 	105	  
		
	 Schedule 2 Pre-Closing Measurement Month Average
	  	 	109	  


  
  

 
 1 








 This Agreement is dated 5 March 2013 and made between: 

 

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

  

	(2)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“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) including AVIS BUDGET ITALIA S.P.A. (as
“VAT Sharing Italian Opco”, in its capacity as Italian Opco (as defined therein) under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement); 


 

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

  

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

  

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

  

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

  

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


 

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

  

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


 

	(13)	STRUCTURED 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)	CARFIN FINANCE HOLDINGS LIMITED (the “FleetCo Holdings”); and 


 

	(16)	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”), 

 each of the above a “Party” and together the “Parties” to this Agreement. 
 It is agreed that the parties hereto have agreed to incorporate into certain of the Transaction Documents to which they are a party the definitions and principles of construction and interpretation
contained herein. 

  
  

2 









	1	Definitions and Interpretation 

 Each of
the parties hereto agrees that in any agreement, deed or other document expressly stating that terms defined herein shall have the same meanings therein (except where otherwise defined therein): 

“2009 Act” means the Land and Conveyancing Law Reform Act 2009 of Ireland. 
 “ABCP” means asset backed commercial paper having a maturity of less than or equal to one year from the date of issue. 
 “ABCP Market” means the market for ABCP. 
 “ABCP Market
Disruption” means, in respect of any issuer of ABCP or the ABCP Market generally, a circumstance in which market conditions prevent the issuance of ABCP. 
 “ABG” means Avis Budget Group, Inc. 
 “Acceding Issuer Hedge
Counterparty” any Issuer Hedge Counterparty which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation Agent) of the Framework Agreement. 

“Acceding Senior Noteholder” means, subject to and in accordance with clause 21.4 (Transfers by Senior Noteholders; Accession of
further Senior Noteholders) of the Issuer Note Issuance Facility Agreement, a Conduit or a Financial Institution which enters into a relevant Senior Noteholder Accession Deed. 
 “Acceding Subordinated Lender” any Subordinated Lender which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation
Agent) of the Framework Agreement. 
 “Acceleration Notice” means: (i) a notice delivered by the Issuer Security
Trustee pursuant to the Framework Agreement by which the Issuer Security Trustee declares that all Issuer Secured Liabilities shall be accelerated; or (ii) a notice delivered by the FleetCo Security Agent pursuant to the Framework Agreement by
which the FleetCo Security Agent declares that all FleetCo Secured Liabilities shall be accelerated which, for the avoidance of doubt, maybe delivered simultaneously or after the delivery of an Enforcement Notice. 

“Acceptable Bank” means: 
 (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 short-term unsecured, unsubordinated, unguaranteed debt obligations that is commensurate with the ratings of the Senior Notes, provided that each of Deutsche Bank S.A.E. and Deutsche Bank SpA, to the extent that either of them is or will become
an Account Bank, will qualify as an Acceptable Bank in accordance with the Transaction Documents for so long as (i) Deutsche Bank AG has a short-term unsecured, unsubordinated, unguaranteed debt obligations that is commensurate with the ratings
of the Senior Notes; (ii) each of Deutsche Bank S.A.E. and Deutsche Bank SpA continues to be owned (directly and indirectly) by Deutsche Bank AG; and (iii) the words “Deutsche Bank” are contained in its legal name, and, in any
case, only until such date when the rating agencies which may have attributed the rating to the Senior Notes notifies the Issuer that any of Deutsche Bank S.A.E. and Deutsche Bank SpA no longer qualifies as an Acceptable Bank; or



  
  

3 









	 	(b)	any 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, provided that and if the relevant Rating Agency will not provide an approval of such bank or financial institution, a certificate from the Central Servicer confirming that, in its reasonable
opinion, the Rating Agencies will not take adverse rating action in respect of the Senior Notes would be sufficient; and 

  

	(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 respect of the Italian Account Bank Agreement) Italy and (in relation to the Issuer Account Bank Agreement and in respect of the Issuer Accounts) the United Kingdom or Ireland.


 “Accession Deed” means each deed of accession substantially in the relevant form set out in schedule 6
(Forms of Accession Deed) to the Framework Agreement. 
 “Account Bank Agreement” means, as applicable, the Issuer
Account Bank Agreement, the German Account Bank Agreement, the Italian Account Bank Agreement or the Spanish Account Bank Agreement. 

“Additional Accounts” means any additional account is opened in accordance with the relevant Account Bank Agreement and the Framework
Agreement. 
 “Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or
any other Subsidiary of that Holding Company. 
 “Aggregate Redesignation Amount” means, in respect of a Master Lease Agreement
the sum of all Redesignation Amounts under such Master Lease Agreement. 
 “Applicable Accounting Principles” means GAAP.

 “Applicable EURIBOR” means, in respect of (x) a Senior Advance with a Senior Advance Interest Period or (y) a
Subordinated Advance or a VAT Loan Advance with an interest period: 
  

	(i)	that is less than or equal to seven days, one-week EURIBOR; 

  

	(ii)	that is more than seven days but less than or equal to 14 days, two-week EURIBOR; 


 

	(iii)	that is more than fourteen days but less than or equal to 21 days, three-week EURIBOR; 


 

	(iv)	that is more than 21 days but less than or equal to the period ending on the calendar day of the month immediately following the Senior Advance Drawdown Date of such
Senior Advance (or, as applicable, the drawdown date of such Subordinated Advance or VAT Loan Advance), one-month EURIBOR; and 

  

	(v)	that ends after the calendar day of the month immediately following the Senior Advance Drawdown Date of such Senior Advance (or, as applicable, the drawdown date of
such Subordinated Advance or VAT Loan Advance), two-month EURIBOR. 

 “Appointee” means any attorney, manager,
agent, delegate, nominee, custodian or other person appointed pursuant to the provisions of the relevant Transaction Document. 

“Arranger” means Crédit Agricole Corporate and Investment Bank. 

  
  

4 








 “Article 122a” means Article 122a of Directive 2006/48/EC. 

“Asset Enhancement Amount” means the higher of: 
  

	(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. 

 “Asset Enhancement Value” means, in respect of each Credit Enhancement Asset: 
  

	(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 Investment Grade Vehicle Manufacturer Receivables or BBB- Vehicle Manufacturer Receivables, Below BBB- Vehicle Manufacturer
Receivables (for which a FleetCo holds enforceable title) or VAT Receivables, the Eligible Receivables Amount of such Credit Enhancement Asset on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date. 


“Assets in Progress Amount” means the aggregate amount of the Capitalised Costs of all Vehicles which have been purchased by and
delivered to the relevant FleetCo and for which no registration has been effected. 
 “At Risk Asset” means (i) each
Non-Programme Vehicle and (ii) each Non-Eligible Programme Vehicle. 
 “Auditors” means an internationally recognised
reputable firm of independent auditors and accountants which are licensed and qualified to practise in the jurisdiction of incorporation and/or the permanent establishment of the relevant FleetCo or the Issuer and which are appointed by the relevant
FleetCo or the Issuer (as applicable) as its auditors. 
 “Authorisation” means an authorisation, consent, approval,
resolution, licence, exemption, filing, notarisation or registration from or with any Governmental Authority or regulatory authority having jurisdiction. 
 “Authorised Signatory” means, in relation to any party, any person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly
authorised person of such party setting out the name and signature of such person and confirming such person’s authority to act. 

“Available Commitment” means the Total Senior Noteholder Commitments under the Issuer Note Issuance Facility Agreement less the sum of
all outstanding Senior Advances. 
 “Available LC Commitment Amount” means the aggregate of the available commitment amount
under each Issuer Letter of Credit. 
 “Avis” or “Avis Group” means Avis Budget Group, Inc. and its
subsidiaries. 
 “Avis Europe” means Avis Budget EMEA Limited. 

  
  

5 








 “Avis Europe Change of Control” means Avis ceasing to (x) own directly or indirectly
at least 100 per cent. of the share capital of Avis Europe, (y) have the right or ability to cast at least 100 per cent. of the votes capable of being cast in shareholders’ general meetings of Avis Europe or (z) have the
right or ability to appoint or remove all directors (or equivalent officers) of the board of directors (or equivalent body) of Avis Europe or to give directions with respect to the operating and financial policies of Avis Europe with which the
directors or other equivalent officers of Avis Europe are obliged to comply. 
 “Avis Europe Compliance Certificate” means the
compliance certificate substantially in the form set out in part 4 (Form of Avis Europe Compliance Certificate) of schedule 7 to the Framework Agreement signed by Avis Europe and delivered by Avis Europe. 

“Avis Europe Event of Default” means any of the following: 

 

	(a)	the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the
shareholders’ general meetings of or the board of directors of (as applicable), Spanish Opco or Italian Opco and (2) the Spain Repayment Option or the Italy 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. 


“Avis Europe Group” means Avis Europe and each Subsidiary of Avis Europe from time to time and any joint venture company which is a
member of Avis Europe’s consolidated group for accounting purposes. 
 “Avis Europe Payment
Guarantee” means the guarantee and indemnity from Avis Europe in respect of the payment obligations of the Issuer under the Transaction Documents to which the Issuer Security Trustee is a party (save for the Issuer
Subordinated Facility Agreement).  
 “Avis Obligor” means each Opco, each Servicer, each Lessee, the Parent,
Finco and Avis Europe. 
 “Base Rent” means, in relation to any Vehicle which is leased to a Lessee under a Master Lease
Agreement on any day during the Related Month or, as the case may be, Related Months where such Related Months occur prior to a Lease Payment Date following the Lease Determination Date in respect of any Lease Payment Date, the sum of the
Depreciation Charges that have accrued with respect to each such Vehicle during the Related Month or, as the case may be, Related Months, as adjusted in accordance with the terms of such Master Lease Agreement. 

  
  

6 








 “BB- Manufacturers” means any Vehicle Manufacturer which is a member of a Vehicle
Manufacturer Group, the long-term unguaranteed, unsecured debt obligations of the Vehicle Manufacturer Group Rating Entity of which are rated: 
  

	(i)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by three or more Rating Agencies and (2) the lower of the top two ratings is
“BB-” or “Ba3” by any of DBRS, Fitch, Standard and Poor’s and Moody’s, respectively; 

  

	(ii)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by only two Rating Agencies and (2) the lower of the two ratings is “BB-” or
“Ba3” by either Rating Agency; and 

  

	(iii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only one Rating Agency, “BB-” or “Ba3” by such Rating Agency.


 “BBB- Vehicle Manufacturer” means any Vehicle Manufacturer which is a member of a Vehicle Manufacturer Group,
the long-term unguaranteed, unsecured debt obligations of the Vehicle Manufacturer Group Rating Entity of which are rated: 
  

	(i)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by three or more Rating Agencies and (2) the lower of the top two ratings is
“BBB-” or “Baa3”, “BBB-” and “Baa3” by any of DBRS, Fitch, Standard and Poor’s and Moody’s; 

  

	(ii)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by only two Rating Agencies, and (2) the lower of the two ratings is “BBB-” or
“Baa3”, “BBB-” and “Baa3”; and 

  

	(iii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only one Rating Agency, “BBB-” or “Baa3” by such Rating Agency.


 “BBB- Vehicle Manufacturer Receivables” means, at any time and in relation to any Country, the Vehicle
Manufacturer Receivables owed by any BBB- Vehicle Manufacturer to the relevant FleetCo in such Country. 
 “Below BB-
Manufacturers” means any Vehicle Manufacturer which is a member of a Vehicle Manufacturer Group, the long-term unguaranteed, unsecured debt obligations of the Vehicle Manufacturer Group Rating Entity of which are rated: 

 

	(i)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by three or more Rating Agencies and (2) the lower of the top two ratings is below
“BB-” or “Ba3”, below “BB-” and “Ba3” by any of DBRS, Fitch, Standard and Poor’s and Moody’s, respectively; 


 

	(ii)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by only two Rating Agencies and (2) the lower of the two ratings is below “BB-”
or “Ba3”, below “BB-” and “Ba3” by either Rating Agency; and 

  

	(iii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only one Rating Agency, below “BB-” or “Ba3” by such Rating Agency.


 “Below BBB- Manufacturers” means any Vehicle Manufacturer which is a member of a Vehicle Manufacturer Group,
the long-term unguaranteed, unsecured debt obligations of the Vehicle Manufacturer Group Rating Entity of which are rated: 
  

	(i)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by three or more Rating Agencies and (2) the lower of the top two ratings is below
“BBB-” or “Baa3”, below “BBB-” and “Baa3” by any of DBRS, Fitch, Standard and Poor’s and Moody’s, respectively; 


  
  

7 









	(ii)	if (1) the related Vehicle Manufacturer Group Rating Entity is rated by only two Rating Agencies and (2) the lower of the two ratings is below
“BBB-” or “Baa3”, below “BBB-” and “Baa3” by either Rating Agency; and 

  

	(iii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only one Rating Agency, below “BBB-” or “Baa3” by such Rating Agency.


 “Below BBB- Vehicle Manufacturer Receivables” means, at any time and in relation to any Country, Vehicle
Manufacturer Receivables owed by any Below BBB- Vehicle Manufacturer to the relevant FleetCo in such Country. 
 “Borrower Vehicle Fleet
NBV” means, in respect of a Calculation Date or (if applicable) an Intra-Month Cut-Off Date: 
  

	(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. 

 “Breach of Duty” means in relation to any person, a wilful default, fraud, illegal dealing, negligence or material breach of any agreement or breach of trust by such person. 

“Break Costs” means the amount (if any) by which: 
  

	(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 last day of the current Senior Advance Interest Period in respect of that Senior Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Senior Advance Interest Period;


 exceeds: 
  

	(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. 


“Business Day” means a day which is a TARGET Day and a day (other than a Saturday or Sunday) on which banks are open for general
business in (i) London, (ii) Paris and, in relation to any date for payment or purchase of Euro or calculation of an amount payable in Euro by: 
  

	(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; and 


 

	(c)	Italian Opco or Italian FleetCo, Milan. 


“Business Day Convention” means that if any due date specified in a Transaction Document for performing a certain task is not a Business
Day, such task shall be performed on the next immediately following Business Day, unless such Business Day falls in the next calendar month, in which case such task shall be performed on the immediately preceding Business Day. 

  
  

8 








 “Buy-Back Minimum Principles” means: 

 

	(i)	in respect of Vehicles in Spain and Italy, 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: (i) paragraph 6 (Repurchase Obligations unconditional) and (ii) paragraph 7 (Termination); and 


 

	(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.


 “CACIB” means Crédit Agricole Corporate and Investment Bank. 

“Calculation Date” means the last day of each calendar month. 
 “Calculation Period” means the period beginning on the first day of each calendar month and ending on: 
  

	(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.


 “Capitalised Cost” means, with respect to each Vehicle that is purchased by a FleetCo (or in respect of
Germany, by German Opco and sold to Dutch FleetCo pursuant to the Master German Fleet Purchase Agreement) and that is accounted for by: 
  

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

  

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

  

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


the price paid or to be paid (in each case, excluding any part thereof which represents VAT) for such Vehicle to the Vehicle Dealer, Vehicle Manufacturer
or other person selling such Vehicle, (after deduction of any discounts) but excluding any Charge Costs (except that delivery and other registration changes shall be included to the extent that any have been capitalised). 

“Casualty” means, in relation to a Vehicle, that (a) such Vehicle is destroyed or otherwise rendered permanently unfit or
unavailable for use; or (b) such Vehicle is lost, stolen or seized and is not recovered within 2 months thereafter. 
 “Casualty
Payment” means the Termination Value of a Vehicle which suffers a Casualty or becomes a Non-Eligible Vehicle, in each case, as of the date such Vehicle became a Casualty or a Non-Eligible Vehicle. 

“Central Servicer” means Avis Finance Company Limited. 
 “Central Servicer Event of Default” means an Event of Default in respect of the Central Servicer. 
 “Central Servicing Agreement” means the agreement between, among others, the Central Servicer, each Opco, the Italian Servicer, the Spanish Servicer and each FleetCo pursuant to which the
Central Servicer provides, among other things, transaction management services, reporting services and cash management services to the relevant transaction party. 
 “Centre of Main Interests” has the meaning given to it in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings. 

“Charge Costs” means with respect to each Vehicle purchased by a FleetCo or in respect of Germany, by German Opco and sold to Dutch
FleetCo pursuant to the Master German Fleet Purchase Agreement, all amounts invoiced in relation to the purchase of such Vehicle (excluding 

  
  

9 








 
VAT), but including, in particular, delivery charges, taxes, titling fees, costs of registration, preparation, first petrol and accessories (to the extent they are not accounted for as
Capitalised Costs). 
 “Charge Costs Component” shall have the meaning assigned to it in clause 4.3 of the Master German Fleet
Purchase Agreement. 
 “Close-Out Netting” means: 

 

	(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. 


“Code” means the US Internal Revenue Code of 1986. 
 “Combined Eligible Country Asset Value” means 
  

	(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; and 

  

	 	(c)	the Country Asset Value of Italian FleetCo, 


less 
  

	(ii)	the aggregate of, without double counting: 

  

	 	(a)	the Extraordinary Depreciation Amount; 

  

	 	(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 and Germany and Italian FleetCo in Italy; and 


 

	 	(y)	the amount of the Non-Eligible Receivables of Dutch FleetCo in Spain and Germany and Italian FleetCo in Italy. 


“Commercial Terms” means, in relation to the negotiation and renewal of a Vehicle Dealer Buy-Back Agreement, a Vehicle Manufacturer
Buy-Back Agreement, a Vehicle Dealer Purchase Agreement and/or a Vehicle Manufacturer Buy-Back Agreement: 
  

	(a)	the purchase price for Vehicles; 


  
  

10 









	(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. 


“Common Terms” means clause 12 (Confidentiality), 19 (Notices), 21 (Calculations and Certificates), 22 (Partial
Invalidity), 23 (Remedies and Waivers), 25 (Counterparts) and 27 (Non-Petition and Limited Recourse) (but, in the case of Transaction Documents which are not expressed to be governed by English law, excluding clause
27.2.2(i)(b) (Insufficient Recoveries)) of the Framework Agreement and, in the case of Transaction Documents which are expressed to be governed by German law, clause 27 (Non-Petition and Limited Recourse) shall be construed such as to
not exclude, as a matter of substance, any claims resulting from gross negligence (große Fahrlässigkeit) or wilful misconduct (vorsätzliches Fehlverhalten). 
 “Computer Readable Form” means a form in which information or data may be stored and/or accessed by a computer including but not limited to tangible storage media such as floppy disks or
CD-ROMs, or information or data which is made available by direct computer access, or any other appropriate electronic information storage form, format or medium as determined by the relevant Servicer or the Issuer Cash Manager, the FleetCo Back-up
Cash Manager, as the case may be. 
 “Concentration Limit” means the following limits: 

 

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


 

	(b)	the percentage of the Eligible Vehicles in all Countries which are purchased from BB- Manufacturers and Below BB- Manufacturers not exceeding [REDACTED] per cent.;


  

	(c)	the percentage of the Eligible Vehicles in all Countries which are purchased from Below BBB- Manufacturers not exceeding [REDACTED] per cent.; 


 

	(d)	the percentage of the Eligible Vehicles in all Countries which are (i) At Risk Assets, (ii) Programme Vehicles which are purchased from Below BBB-
Manufacturers not exceeding [REDACTED] per cent.; 

 provided that: 

[REDACTED]; 
 provided further
that: 
  

	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; 


  
  

11 









	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., 


and for the purposes of this definition, the “percentage of Eligible Vehicles in all
Countries” shall be the percentage of the aggregate Borrower Vehicle Fleet NBV of Eligible Vehicles in the Vehicle Fleet in all Countries, in each case, having taken into account any excess amount calculated pursuant to the Concentration Limit
Order of Calculation, and “Light Duty Trucks” shall, for the avoidance of doubt, exclude Vans. 
 “Concentration Limit Order of Calculation” means: 
  

	(i)	Level 1: At Risk Assets as set out in paragraph (a) of the definition of “Concentration Limit”; 


 

	(ii)	Level 2: individual Vehicle Manufacturer Group as set out in paragraphs (i) to (xix) of the definition of “Concentration Limit”;


  

	(iii)	Level 3: BB- Manufacturers or below as set out in paragraph (b) of the definition of “Concentration Limit”; 


 

	(iv)	Level 4: Below BBB- Manufacturers as set out in paragraph (c) of the definition of “Concentration Limit”; 


 

	(v)	Level 5: Below BBB- Manufacturers and At Risk Assets as set out in paragraph (d) of the definition of “Concentration Limit”: 


 

	(vi)	Level 6 : Vehicles subleased to Affiliates of the Avis Europe Group as set out in paragraph (A) of the definition of the “Concentration Limit”;


  

	(vii)	Level 7 : Vehicles subleased to other countries as set out in paragraph (B) of the definition of the “Concentration Limit”; 


 

	(viii)	Level 8 : Service Vehicles as set out in paragraph (C) of the definition of “Concentration Limit”; and 


 

	(ix)	Level 9 : Light Duty Trucks as set out in (D) of the definition of “Concentration Limit”. 


“Conduit” means a special purpose entity whose activities are wholly or principally the issuance of commercial paper or other debt
securities (of any type) and the purchase of debt securities or other assets. 
 “Conduit Senior Noteholder” means each Senior
Noteholder which is a Conduit. 
 “Confidential Information” means all information relating to any Avis Obligor or any of the
Issuer Transaction Documents and FleetCo Transaction Documents of which an Issuer Secured Creditor or a FleetCo Secured Creditor becomes aware in its capacity as, or for the purpose of becoming, an Issuer Secured Creditor or a FleetCo Secured
Creditor (as applicable) or which is received by an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) in relation to, or for the purpose of becoming an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) under,
the Transaction Documents to which it is a party from either: 
  

	(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, 



  
  

12 








 
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from
such information but excludes information that: 
  

	 	(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. 

 “Confidentiality Undertaking” means a confidentiality undertaking substantially
in a recommended form of the LMA or in any other form agreed between Finco and the Transaction Agent. 
 “Contractual Currency”
means, in relation to any payment obligation arising under any transaction, Euro and in relation to clause 19 (Remuneration and Indemnification of the Issuer Security Trustee) of the Issuer Deed of Charge, Euros or such other currency as may
be agreed between the Issuer and the Issuer Security Trustee from time to time. 
 “Corporate Services Providers” means the
corporate services entities that provide corporate administration services to the Issuer, FleetCo Holdings and Dutch FleetCo. 

“Countries” means Spain, Germany and Italy. 
 “Country” means: 
  

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


 

	(b)	Germany (in respect of Dutch FleetCo’s Vehicle Fleet purchased in Germany); and 


 

	(c)	Italy (in respect of Italian FleetCo), and 


“Country Asset Value” means, as at any Calculation Date or (if applicable) the relevant Intra-Month Cut-Off Date, in relation to any
Country, the aggregate of the following items (without double-counting): 
  

	(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 only, the VAT Receivables payable to Dutch FleetCo, Spanish Branch, 

 minus 

  
  

13 









	(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 only, the VAT Payables Amount of Dutch FleetCo, Spanish Branch. 

 “Country Asset Value Test” shall be satisfied if the aggregate of the outstanding FleetCo Advances made to a FleetCo in a Country is less than or equal to the Country Asset Value of such
FleetCo. 
 “Country Repayment Option” means the mechanism under which a member of the Avis Europe Group may provide funding to
Dutch FleetCo, Spanish Branch to prepay in full its obligations under the FleetCo Spanish Facility Agreement or purchase the Issuer’s rights under the FleetCo Italian Facility Agreement, as applicable, being the Spain Repayment Option and the
Italy Repayment Option respectively, and as more particularly set out in clause 6 (Country Repayment Option) of the Framework Agreement. 

“Credit Agreement” means the credit agreement, dated as of 19 April 2006, among Avis Budget Holdings, LLC, as borrower, the Parent,
as borrower, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase, as administrative agent, Deutsche Bank Securities Inc., as syndication agent, each of Bank of America, N.A., Credit Agricole
Corporate & Investment Bank New York Branch (formerly known as Calyon New York Branch) and Citicorp USA, Inc., as documentation agents, and Wachovia Bank, National Association, as co-documentation agent, as amended, restated, modified,
supplemented or waived from time to time in accordance with its terms. 
 “Credit Enhancement Asset” means the Lowest Risk
Category Vehicles, the Intermediate Risk Category Vehicles, the Highest Risk Category Vehicles, the Investment Grade Vehicle Manufacturer Receivables and BBB- Vehicle Manufacturer Receivables, the Below BBB- Vehicle Manufacturer Receivables (for
which a FleetCo holds enforceable title) and (in respect of Spain only) the VAT Receivables. 
 “Credit Enhancement Matrix”
means the following matrix: 
 [REDACTED] 
 For the purposes of the cell “Below BBB- Vehicle Manufacturer Receivables (for which a FleetCo holds enforceable title)” in respect of Germany in the definition of “Credit Enhancement
Matrix”, these receivables shall instead be re-characterised as Highest Risk Category Vehicles referred to in paragraph (b) of the definition of “Highest Risk Category Vehicles”. 

“Credit Enhancement Required Amount” means, without limitation, the sum of: 

 

	(a)	the Asset Enhancement Amount; and 

  

	(b)	the Issuer Reserve Required Amount. 


“Credit Terms Given” means the terms agreed by the Vehicle Manufacturers and Dealers with the FleetCos under the Vehicle Dealer Buy-Back
Agreements, Vehicle Manufacturer Buy-Back Agreements, Vehicle Dealer Purchase Agreements and/or the Vehicle Manufacturer Purchase Agreements. 

“DBRS” means DBRS Ratings Limited and includes any successors thereto. 
 “Deemed FleetCo Advance Drawdown Date” means the first Business Day after the relevant Original FleetCo Advance Drawdown Date specified in the relevant FleetCo Advance Drawdown Notice, if
the relevant Original FleetCo Advance Drawdown Date is not a Business Day (in respect of Dutch FleetCo) in Spain or Germany or (in respect of Italian FleetCo) in Italy. 

  
  

14 








 “Default” means a Potential Event of Default or an Event of Default. 

“Default Interest” means [REDACTED] per cent. per annum over the Interest Rate. 

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Issuer Security Trustee or the FleetCo Security Agent (as
the case may be). 
 “Depreciation Charge” means, with respect to each Vehicle, the product of (a) the Depreciation
Percentage applicable to the month ending on the Calculation Date at issue and (b) the applicable Capitalised Costs. 

“Depreciation Percentage” means, with respect to each Vehicle: 

 

	(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, 


provided that, with respect to the foregoing determinations, such determinations shall be made no less frequently than on each Calculation Date falling
in March, June, September and December of each year and on each additional date as may be required by GAAP. 
 “Disposal
Proceeds” means the proceeds of sale of any Non-Programme Vehicle (net of any costs (if any) incurred) in relation to the relevant sale or any Programme Vehicle where such sale is other than under the terms of a Vehicle Dealer Buy-Back
Agreement or a Vehicle Manufacturer Buy-Back Agreement. 
 “Disposition Adjustment” means, in relation to any calendar month,
the aggregate of: 
  

	(a)	the product of: 

  

	 	(i)	the Disposition Adjustment Percentage in Spain; and 

  

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

  

	(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; and 

  

	(c)	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. 

 “Disposition Adjustment Percentage” means, in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable), the highest, for any calendar month
within the preceding 12 calendar months, of a percentage equal to 100 per cent. minus the 

  
  

15 








 
Measurement Month Average relating to Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable) for the immediately preceding Measurement Month relating to
Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable) as of the Calculation Date within such calendar month, provided that, for the purposes of calculating the Disposition Adjustment Percentage at any time
prior to the expiry of the 12 month period following the Initial Funding Date, “Measurement Month Average” shall mean the “Pre-Closing Measurement Month Average”. 
 “Dispute” means a dispute arising out of or in connection with the relevant Transaction Document (including a dispute regarding the existence, validity or termination of such Transaction
Document, any non-contractual obligations arising out of or in connection with such Transaction Document or the consequences of its nullity). 

“Dutch Bank Account” means the bank account maintained by Dutch FleetCo with ABN AMRO N.V. in The Netherlands with account number
440355842. 
 “Dutch Bank Account Priority of Payments” means the priority of payments set out in clause 4.3.46 (Dutch Bank
Account) of the Framework Agreement. 
 “Dutch Corporate Services Agreements” means the agreements to appoint the Dutch
FleetCo Corporate Services Providers. 
 “Dutch FleetCo” means Fincar Fleet B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office at Rapenburgerstraat 177B, 1011 VM Amsterdam, The Netherlands and registered with the Dutch Trade Register
(Handelsregister) of the chamber of commerce (Kamer van Koophandel) under the number 5522 7732. 
 “Dutch FleetCo Account
Bank Operators” means the Dutch FleetCo Spanish Account Bank Operator and the Dutch FleetCo German Account Bank Operator and each a “Dutch FleetCo Account Bank Operator”. 

“Dutch FleetCo Corporate Services Providers” means Intertrust (Netherlands) B.V. and Vistra B.V., each appointed as the corporate
services provider to Dutch FleetCo under the respective Dutch Corporate Services Agreement. 
 “Dutch FleetCo Dutch Expenses”
means the fees, costs, charges and expenses to which Dutch FleetCo is liable to the Dutch FleetCo Corporate Services Providers in The Netherlands and all fees, costs, charges and expenses to which Dutch FleetCo is liable in relation to its premises,
equipment rental, telephone line, registration fees, tax returns and other corporate administration services, in each case, in The Netherlands. 

“Dutch FleetCo German Account Bank” means Deutsche Bank AG or its successor or replacement appointed under the German Account Bank
Agreement. 
 “Dutch FleetCo German Account Bank Operator” means Deutsche Bank AG, London Branch. 

“Dutch FleetCo German Bank Accounts” means: 
  

	(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. 


“Dutch FleetCo German Post-Enforcement Priority of Payments” means the priority of


  
  

16 








 
payments in part B (Dutch FleetCo German Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of
Payments) to the Framework Agreement. 
 “Dutch FleetCo German Pre-Enforcement Priority of Payments” means the priority of
payments in part B (Dutch FleetCo German Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 

“Dutch FleetCo German Reserve Account” means the EUR denominated reserve account in Germany in the name of Dutch FleetCo and any
sub-accounts thereof opened and maintained with the Dutch FleetCo German Account Bank and with account number 100-9644667-01. 
 “Dutch
FleetCo German Secured Property” means the assets from time to time secured by the FleetCo German Security Documents, the Dutch Receivables Pledge, the Dutch FleetCo German VAT Pledge, (to the extent of the Dutch FleetCo Level German
Advances Proportion) the Dutch FleetCo Share Pledge and the German FleetCo Deed of Charge. 
 “Dutch FleetCo German Transaction
Account” means the EUR denominated bank account held and administered by Dutch FleetCo German Account Bank in the name of Dutch FleetCo with the account number 100-9644667-00. 
 “Dutch FleetCo German VAT Pledge” means the Dutch law pledge between, among others, German Opco and Dutch FleetCo, in respect of the VAT Amount and the Third Party Purchase Price VAT
Amount. 
 “Dutch FleetCo Level German Advances Proportion” means, on any date on which such calculation is required, the ratio
of: 
  

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

 to 
  

	(b)	the sum of: 

  

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


 

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

 such ratio expressed as a percentage. 
 “Dutch FleetCo Level Spanish Advances
Proportion” means, on any date on which such calculation is required, the ratio of: 
  

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

 to 
  

	(b)	the sum of: 

  

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


 

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


  
  

17 








 such ratio expressed as a percentage. 
 “Dutch FleetCo Management Documents” means: 
  

	(i)	the management agreement entered into by Dutch FleetCo with Vistra B.V. and dated 22 June 2012 and amended and restated on or about the date hereof in respect of
the provision of corporate administration services of Dutch FleetCo by Vistra B.V.; 

  

	(ii)	the management agreement entered into by Dutch FleetCo with Intertrust (Netherlands) B.V. and dated 22 June 2012 and amended and restated on or about the date
hereof in respect of the provision of corporate administration services of Dutch FleetCo by Intertrust (Netherlands) B.V.; 

  

	(iii)	the letter of undertaking entered into, amongst others, by Vistra B.V. dated 22 June 2012 and amended and restated on or about the date hereof; and


  

	(iv)	the letter of undertaking entered into, amongst others, by Intertrust (Netherlands) B.V. dated 22 June 2012 and amended and restated on or about the date hereof.


 “Dutch FleetCo Premises Lease Agreement” means the lease agreement dated 22 June 2012 between Pinnacle
Offices B.V. and Dutch FleetCo. 
 “Dutch FleetCo Share Pledge” means the pledge of shares by the shareholders of Dutch FleetCo
over all the shares of Dutch FleetCo dated on or around the date hereof. 
 “Dutch FleetCo Spanish Account Bank” means Deutsche
Bank S.A.E. or its successor or replacement appointed under the Spanish Account Bank Agreement. 
 “Dutch FleetCo Spanish Account Bank
Operator” means Deutsche Bank AG., London branch or its successor or replacement appointed under the Spanish Account Bank Agreement. 

“Dutch FleetCo Spanish Bank Accounts” means: 
  

	(i)	the Dutch FleetCo Spanish Transaction Account; and 

  

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

 “Dutch FleetCo, Spanish Branch” means the Spanish branch of Dutch FleetCo with company registration number M-518708, with company domicile at Avenida Manoteras 32, 28050 Madrid and tax
identification number W0037096E. 
 “Dutch FleetCo Spanish Post-Enforcement Priority of Payments” means the priority of
payments in part A (Dutch FleetCo Spanish Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 

“Dutch FleetCo Spanish Pre-Enforcement Priority of Payments” means the priority of payments in part A (Dutch FleetCo Spanish
Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 
 “Dutch FleetCo Spanish Reserve Account” means the reserve account in Spain in the name of Dutch FleetCo, Spanish Branch and which may, from time to time be opened and maintained with the
Dutch FleetCo Spanish Account Bank. 
 “Dutch FleetCo Spanish Secured Property” means the assets from time to time secured by
the FleetCo Spanish Security Documents, the Spanish FleetCo Deed of Charge and, to the extent of the Dutch FleetCo Level Spanish Advances Proportion, the Dutch FleetCo Share Pledge. 

  
  

18 








 “Dutch FleetCo Spanish Transaction Account” means the bank account in Spain in the name of
Dutch FleetCo, Spanish Branch with the account number 0019 0030 68 4010240146 (IBAN: ES1800190030684010240146). 
 “Dutch Receivables
Pledge” means the receivables pledge dated or on about the date hereof and entered into by, among others, Dutch FleetCo and the FleetCo Security Agent. 
 “Dutch Transaction Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the FleetCo Dutch Security Documents; 

  

	(ii)	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 and approved by the FleetCo Security Agent and the Transaction Agent. 


“Early Termination Payment” means, in the event that a FleetCo turns back any Programme Vehicle to a Vehicle Manufacturer or Vehicle
Dealer, as applicable, under a Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement before the end of the relevant Programme Minimum Term (where applicable), an amount equal to the excess, if any, of (a) the Termination
Value of such Programme Vehicle (as of the Turn-back Date) over (b) the sum of the Vehicle Manufacturer Repurchase Price received (or receivable) with respect to such Programme Vehicle and any Programme Vehicle Special Default Payments payable
by the Lessee in respect of such Programme Vehicle. 
 “Effective Date” has the meaning given to it in the English law
termination deed dated on or about the Signing Date in respect of the termination of the IFF. 
 “Eligible Assets” means, at
any time and in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable): 
  

	(a)	the Eligible Vehicles; and 

  

	(b)	the Eligible Receivables. 

 “Eligible
Issuer Hedge Counterparty” means a Person satisfactory to the Parent and the Transaction Agent and: 
  

	(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 

  

	(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. 


  
  

19 








 “Eligible Issuer LC Provider” means a person: 

 

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

  

	(ii)	having (at the time of the issuance of the Issuer Letter of Credit) 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. 

 “Eligible Receivables” means, at any time and in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable): 

 

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

  

	(ii)	its (A) Vehicle Dealer Receivables in Germany or (B) its Vehicle Manufacturer Receivables in Germany (other than its Excluded Vehicle Manufacturer
Receivables) in respect of Below BBB- 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, 

 provided that
such receivables listed in paragraphs (i) and (ii) above: 
  

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


 

	(v)	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 its 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; 

  

	(vi)	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; 

  

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


 

	(viii)	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). 

 “Eligible Receivables Amount” means, in
relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy (as applicable), the aggregate amount of its Eligible Receivables in Spain, Germany or Italy, respectively. 

  
  

20 








 “Eligible Vehicle” means a Vehicle (which includes, for the avoidance of doubt, a Service
Vehicle) in Spain, Germany or Italy (as applicable): 
  

	(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 or Germany) Dutch FleetCo or (in respect of a Vehicle in Italy) Italian 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); 


provided that: 
  

	(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. 


“encumbrance” means a Security Interest. 
 “Enforcement Action” means: 
  

	(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 and
payable (other than as a result of it becoming unlawful for a Senior Noteholder to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Issuer Transaction Documents) and (in respect of a FleetCo) the
acceleration of any Liabilities of such FleetCo or the making of any declaration that any Liabilities of such FleetCo are prematurely due and payable (other than as a result of it becoming unlawful for the Issuer to perform its obligations under, or
of any voluntary or mandatory prepayment arising under, the relevant FleetCo Transaction Documents) 

  

	 	(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; 


  
  

21 









	 	(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 7 (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 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 has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities; or 

  

	(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, 


except that the following shall not constitute Enforcement Action: 

 

	 	(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; 


  
  

22 









	 	(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. 


“Enforcement Notice” means: 
  

	(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. 

 “English Transaction Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the Framework Agreement; 

  

	(ii)	this Agreement; 

  

	(iii)	the Funds Flow Agreement; 

  

	(iv)	the Tax Deed of Covenant; 

  

	(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 Central Servicing Agreement; 

  

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

  

	(xiv)	the Avis Europe Payment Guarantee; 

  

	(xv)	the Finco Payment Guarantee; 

  

	(xvi)	the Parent Performance Guarantee; 

  

	(xvii)	the Issuer Security Documents; 

  

	(xviii)	each FleetCo Deed of Charge; 


  
  

23 









	(xix)	the Liquidation Agency Agreement; 

  

	(xx)	the Issuer Security Power of Attorney; 

  

	(xxi)	Issuer Spain TRO Declaration of Trust; 

  

	(xxii)	the Fee Letters; 

  

	(xxiii)	the Lessor Power of Attorney; 

  

	(xxiv)	each FleetCo Security Power of Attorney; 

  

	(xxv)	the Issuer Security Power of Attorney; and 

  

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


“Estimated Lease Expiration Date” has the meaning given to it in paragraph 5, part 2, annex 1 to schedule 1 of the Master German Fleet
Purchase Agreement. 
 “Estimated Lease Term” means, in relation to any relevant Vehicle leased under the Master German Fleet
Lease Agreement, the period from (and including) the relevant Lease Commencement Date to (and including) the Estimated Lease Expiration Date. 

“Estimated Sales Price” means, in respect of a Non-Programme Vehicle in Germany, the expected Net Book Value of such a Vehicle as
calculated on the Estimated Lease Expiration Date or, in the event that the Lease Expiration Date of such Vehicle falls prior to the Estimated Lease Expiration Date, the Net Book Value of such Vehicle on the Lease Expiration Date. 

“EU Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000. 

“EURIBOR” means, in relation to any Senior Advance: 
  

	(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, 


as of 10:00 a.m. (Paris time) on the Interest Determination Date if any such applicable Screen Rate or Reference Bank Rate is below zero, EURIBOR will be
deemed to be zero. 
 “Euro”, “euro”, “€” and “EUR” each means the
lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty of Lisbon amending the Treaty on European Union and the Treaty establishing the European Community (signed at Lisbon on
13 December 2007. 
 “Euro Equivalent” means, in relation to an amount denominated or expressed in any currency other than
Euro, the equivalent thereof in Euro calculated at the Transaction Agent’s spot rate of exchange as at the relevant date of determination. 

“Event of Default” means, in relation to any Relevant Person, the occurrence of any of the following events: 

 

	(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, Italian Opco 



  
  

24 









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


 

	 	(b)	in the case of the Central Servicer, German Opco, Dutch FleetCo or the Issuer, where such failure is due to technical reasons and such default is not remedied by the
Central Servicer, German Opco, Dutch FleetCo or the Issuer (as applicable) within 5 Business Days of the occurrence of such failure; 

  

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

  

	 	(iii)	involuntary non-payment: in the case of Italian Opco, Spanish Opco 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 Italian Opco or Italian FleetCo) the Italy Repayment Option is,
in each case, exercised within 10 Business Days of such failure; 

  

	 	(iv)	other non-payment: 

  

	 	(a)	in the case of the Central Servicer and German Opco, 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 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; 


 

	 	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 Repayment Option is exercised, in each case, within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Italian Opco to Italian
FleetCo; or 

  

	 	C.	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 or Dutch FleetCo (as applicable) to the Issuer; or 


  
  

25 









	 	(c)	principal payments: 

  

	 	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 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”; or 


 

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

  

	 	(ii)	in the case of the Issuer, Dutch FleetCo, Central Servicer 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, Italian Opco and Italian FleetCo, 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 Italian Opco or Italian FleetCo) the Italy 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 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 and, in the case of Italian Opco, Spanish Opco and Italian FleetCo, such Insolvency Event is continuing and
(in respect of Spanish Opco) the Spain Repayment Option and (in respect of Italian Opco or Italian FleetCo) the Italy Repayment Option (as applicable) has, in each case, not been exercised within 10 Business Days from the occurrence thereof;


  

	(e)	 at any time: (1) it is or becomes unlawful or contrary to law or regulation in any applicable




  
  

26 









	 	
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 from the date of occurrence of such Default; and 

  

	 	(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 from the date of occurrence of such Default; 

  

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


 

	 	(i)	Dutch FleetCo; 

  

	 	(ii)	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 of its occurrence; and 

  

	 	(iii)	the Issuer; 

  

	(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 of such breach; 

  

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


  

	 	(iii)	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 of such breach; and 

  

	 	(iv)	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; 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.


 “Excess Concentration Amount” means, on any date, and in respect of all limits included in the definition of
“Concentration Limit” (without double counting), the aggregate of all the Relevant Excess Concentration Amounts on such date. 

“Excess Damage Charges” means, in relation to a Programme Vehicle, the amount charged or


  
  

27 








 
deducted from the Vehicle Manufacturer Repurchase Price by the relevant Vehicle Manufacturer or Vehicle Dealer, where applicable, in accordance with the relevant Vehicle Manufacturer Buy-Back
Agreement or the Vehicle Dealer Buy-Back Agreement (as applicable) due to (a) damage over a prescribed limit, (b) if applicable, damage not subject to a prescribed limit (c) missing equipment, and (d) any other penalty that may
be imposed by the relevant Vehicle Manufacturer or Vehicle Dealer pursuant to the relevant Vehicle Manufacturer Buy-Back Agreement and/or Vehicle Dealer Buy-Back Agreement in each case at the time that such Vehicle is turned back to such Vehicle
Manufacturer or Vehicle Dealer, as applicable, or such person’s agent for repurchase or auction pursuant to the relevant Vehicle Manufacturer Buy-Back Agreement and/or Vehicle Dealer Buy-Back Agreement. 

“Excess Mileage Charges” means, in relation to a Programme Vehicle, an amount which may be charged by the relevant Vehicle Manufacturer
or Vehicle Dealer or deducted from the Vehicle Manufacturer Repurchase Price in accordance with the relevant Vehicle Manufacturer Buy-Back Agreement or the Vehicle Dealer Buy-Back Agreement (as applicable) by reason of the recorded mileage of such
Vehicle exceeding a prescribed limit at the time that such Vehicle is turned back to the Vehicle Manufacturer or Vehicle Dealer. 

“Excess Payment” has the meaning given to it in clause 16 (Fees, Traffic Penalties and Fines) of the relevant Master Lease
Agreement. 
 “Excess Swap Collateral” means an amount equal to the value of the collateral (or the applicable part of any
collateral) provided by any Issuer Hedge Counterparty to the Issuer in respect of the relevant Issuer Hedge Counterparty’s obligations to transfer collateral to the Issuer under the relevant Issuer Hedging Agreement, which is in excess of that
Issuer Hedge Counterparty’s liability to the Issuer under the relevant Issuer Hedging Agreement as at the date of termination of the transaction under the relevant Issuer Hedging Agreement, or which the relevant Issuer Hedging Counterparty is
otherwise entitled to have returned to it under the terms of the relevant Issuer Hedging Agreement. 
 “Excluded Payments”
means, in relation to a Programme Vehicle or a Non-Programme Vehicle, any amounts paid into the relevant FleetCo Bank Account: 
  

	(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; 

  

	(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 reimbursement of the Tax on Motor Vehicle (as defined in the Spanish Servicing Agreement) to the Spanish Opco; and 


 

	(g)	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 5.3 and/or clause 5.5 of the Master German Fleet Purchase Agreement.



  
  

28 








 “Excluded Vehicle Manufacturer Receivables” means, at any time and in relation to Dutch
FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy, any Vehicle Manufacturer Receivables in respect of which a Vehicle Manufacturer Event of Default has occurred. 
 “Execution or Distress Event” means any execution, expropriation, attachment, sequestration or distress is levied against or affects, or an encumbrancer takes possession of, the whole or
any part of the property, undertaking or assets of any person the aggregate value of which property, undertaking or assets of all such person and the same is not discharged within 10 Business Days of such execution, expropriation, attachment,
sequestration, levy or taking of possession. 
 “Existing Senior Noteholder” has the meaning given to it in clause 21.4
(Transfers by Senior Noteholders; Accession of further Senior Noteholders) of the Issuer Note Issuance Facility Agreement. 

“Expected Maturity Date” means nine months after the Scheduled Amortisation Commencement Date. 

“Extraordinary Depreciation Amount” means, with respect to all Vehicles in a given Vehicle Fleet 

 

	(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.


 “Facility” means, as the context requires, each of the Issuer Note Issuance Facility Agreement, the Issuer
Subordinated Facility Agreement, the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement and/or the FleetCo Spanish Facility Agreement. 
 “FATCA” means: 
  

	(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 paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or
taxation authority in any other jurisdiction. 

 “FATCA Application Date” means: 

 

	(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; 

  

	(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,


 or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as
a result of any change in FATCA after the Signing Date. 

  
  

29 








 “FATCA Deduction” means a deduction or withholding from a payment under a Transaction
Document required by FATCA. 
 “FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA
Deduction. 
 “FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any
Issuer Secured Creditor or FleetCo Secured Creditor is not a FATCA Exempt Party, could be required to make a FATCA Deduction. 
 “Fee
Letters” means the Transaction Agent Fee Letter, the Senior Noteholder Fee Letters and any other document designated by the Transaction Agent as a “Fee Letter”. 
 “Final Maturity Date” means two years after the Expected Maturity Date. 

“Financial Indebtedness” means (without double counting) any indebtedness in relation to or arising under or in connection with:

  

	(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; 


 

	(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 


  
  

30 









	(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.


 “Financial Institution” means a bank or credit institution whose activities include purchasing debt securities
or other financial assets and lending monies, and includes each Initial Financial Institution Senior Noteholder (excluding, for the avoidance of doubt, any Conduits). 
 “Finco” means Avis Finance Company Limited. 
 “Finco Compliance
Certificate” means the compliance certificate substantially in the form set out in part 3 (Form of Finco Compliance Certificate) of schedule 7 to the Framework Agreement signed by Finco and delivered by Finco. 

“Finco Guarantor Event of Default” means any of the following: 

 

	(a)	the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the
shareholders’ general meetings of or the board of directors of (as applicable), Spanish Opco or Italian Opco and (2) the Spain Repayment Option (in respect of Spanish Opco) or the Italy Repayment Option (in respect of Italian Opco) is
exercised within 30 days of such cessation, there shall not be any Finco Guarantor 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 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. 


“Finco Payment Guarantee” means the irrevocable guarantee and indemnity from Finco in favour of the FleetCo Security Agent (for and on
behalf of itself and the other FleetCo Secured Creditors) in respect of: (i) the payment obligations of each Opco under the Transaction Documents to which such Opco is a party and (ii) the payment obligations of each FleetCo under the
Transaction Documents to which such FleetCo is a party. 
 “Fitch” means Fitch Rating Ltd. or any successor to its European
rating business. 
 “FleetCo” means each of Dutch FleetCo and Italian FleetCo, as applicable and “FleetCos”
means both Dutch FleetCo and Italian FleetCo. 
 “FleetCo Account Bank” means, as applicable, the Italian FleetCo Account Bank,
the Dutch FleetCo German Account Bank or the Dutch FleetCo Spanish Account Bank. 
 “FleetCo Account Bank Agreement” means, as
applicable, the Spanish Account Bank Agreement, the Dutch Account Bank Agreement, the German Account Bank Agreement or the Italian Account Bank Agreement. 

  
  

31 








 “FleetCo Account Bank Termination Event” means an Italian FleetCo Account Bank Termination
Event, a Dutch FleetCo German Account Bank Termination Event, a Dutch FleetCo Spanish Account Bank Termination Event, or any of them. 

“FleetCo Advance” means a FleetCo German Advance, a FleetCo Italian Advance and a FleetCo Spanish Advance (or any of them). 

“FleetCo Advance Drawdown Date” means the Original FleetCo Advance Drawdown Date or the Deemed FleetCo Advance Drawdown Date (as the
case may be). 
 “FleetCo Advance Drawdown Notice” means a drawdown notice delivered by or on behalf of the relevant FleetCo to
the Issuer, pursuant to which the relevant FleetCo irrevocably requests one or more funding of FleetCo Advances under the relevant FleetCo Facility Agreement and substantially in the form set out in the Framework Agreement. 

“FleetCo Advance Interest Amount” has the meaning given to it in clause 4.1 (Payment of Interest) of the FleetCo German Facility
Agreement, the FleetCo Italian Facility Agreement and the FleetCo Spanish Facility Agreement (as applicable). 
 “FleetCo Advance
Interest Period” means, in respect of a FleetCo Advance: 
  

	(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.


 “FleetCo Advance Repayment Date” means, in respect of a FleetCo Advance, the date of repayment of such
advance. 
 “FleetCo Advances Proportion” means the FleetCo German Advances Proportion, the FleetCo Italian Advances Proportion
and the FleetCo Spanish Advances Proportion, the Dutch FleetCo Level German Advances Proportion and the Dutch FleetCo Level Spanish Advances Proportion, as applicable. 
 “FleetCo Available Funds” means, an amount calculated on each FleetCo Determination Date in respect of each Country, the aggregate of, in each case without double counting: 

 

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


 

	(b)	

  

	 	(i)	(in respect of the Vehicle Fleet in Spain and Italy) 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 or Italian FleetCo (as applicable) sells; and 


 

	 	(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 



  
  

32 









	 	
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; 

  

	(c)	in relation to: 

  

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

  

	 	(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 the VAT Loan Agreement or (B) pay Italian Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement; and 


 

	(d)	other cash standing to the credit of (in respect of Germany) the FleetCo German Transaction Account, (in respect of Spain) the FleetCo Spanish Transaction Account and
(in respect of Italy) the FleetCo Italian 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, 

 provided that: 
  

	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 for under item (e) of the Italian FleetCo Pre-Enforcement Priority of Payments and item
(d) of the Italian FleetCo Post-Enforcement Priority of Payments in accordance with clause 6.1.5 of the FleetCo Italian Facility Agreement. 

 “FleetCo Back-up Cash Management Agreement” means the back-up cash management agreement between, among others, the FleetCos and each FleetCo Back-up Cash Manager. 

“FleetCo Back-up Cash Management Services” has the meaning given to it in clause 2.4.1 of the FleetCo Back-up Cash Management Agreement.

 “FleetCo Back-up Cash Manager” means the FleetCo Spanish Back-up Cash Manager, the FleetCo German Back-up Cash Manager and
the FleetCo Italian Back-up Cash Manager (as applicable). 
 “FleetCo Back-up Cash Manager Commencement Notice” means a
commencement notice under the FleetCo Back-up Cash Management Agreement upon whose service the signing authority of the relevant FleetCo Back-up Cash Manager over the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts and the Dutch
FleetCo German Bank Accounts 

  
  

33 








 
(as applicable) shall become operative and upon receipt of which by the relevant FleetCo Back-up Cash Manager, such FleetCo Back-up Cash Manager shall become responsible for the services
described in clause 2.4 (Scope of Services) of the FleetCo Back-up Cash Management Agreement. 
 “FleetCo Back-up Cash Manager
Termination Event” means any of the termination events set out under clause 7.2 (Termination) of the FleetCo Back-up Cash Management Agreement. 
 “FleetCo Bank Accounts” means the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts, the Dutch FleetCo German Bank Accounts and the Dutch Bank Account. 

“FleetCo Cash Management and Lease Report” means the cash management report and lease report in respect of each Country provided by the
relevant Servicer to the Transaction Agent on each Reporting Date, substantially in the form set out in part 2 (Form of FleetCo Cash Management and Lease Report) of schedule 8 (Forms of Cash Management Reports) to the Framework
Agreement and, if amended, in form and substance satisfactory to the Transaction Agent. 
 “FleetCo Compliance Certificate”
means, in respect of a FleetCo, the compliance certificate substantially in the form set out in part 2 (Form of FleetCo Compliance Certificate) of schedule 7 (Forms of Compliance Certificates) to the Framework Agreement.

 “FleetCo Deed of Charge” means: 
  

	(i)	the Spanish FleetCo Deed of Charge; 

  

	(ii)	the German FleetCo Deed of Charge; or 

  

	(iii)	the Italian FleetCo Deed of Charge (as applicable). 

 “FleetCo Determination Date” means the date falling 5 Business Days before a Settlement Date. 
 “FleetCo Dutch Security Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the Dutch FleetCo Share Pledge; 

  

	(ii)	the Dutch Receivables Pledge; and 

  

	(iii)	the Dutch FleetCo German VAT Pledge. 


“FleetCo Enforcement Notice” means a notice delivered by the FleetCo Security Agent to the relevant FleetCo notifying the relevant
FleetCo that it will enforce the security created under the FleetCo Security Documents and/or take any other kind of Enforcement Action. 

“FleetCo Event of Default” means any event of default as set out in part 2 (FleetCo Events of Default) of schedule 4 (Events
of Default) to the Framework Agreement. 
 “FleetCo Excess Cash Amount” means, in relation to a FleetCo in a Country, the
amount equal to: 
  

	(i)	the amount standing to the credit of any account of any FleetCo, excluding: 


 

	 	(a)	in respect of Italian FleetCo, the amount of all the VAT Loan Advances made to Italian FleetCo; and 


  
  

34 









	 	(b)	in respect of Dutch FleetCo, the amounts received by Dutch FleetCo from the Vehicle Manufacturers and Vehicle Dealers representing: 


 

	 	(x)	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; 

  

	 	(y)	the VAT Amount; and 

  

	 	(z)	the Third Party Purchase Price VAT Amount; and 

  

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


less 
  

	(ii)	the amount standing to the credit of: 

  

	 	(a)	such FleetCo Reserve Account (if any) in such Country; and 

  

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


 

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


 

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


“FleetCo Expected Maturity Date” means the Expected Maturity Date. 
 “FleetCo Facility Agreements” means each of the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement and the FleetCo Spanish Facility Agreement. 

“FleetCo German Advance” means each advance made by the Issuer to Dutch FleetCo under the FleetCo German Facility Agreement. 

“FleetCo German Advances Proportion” means, on any date on which such calculation is required, the ratio of: 

 

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


 

	to	

  

	(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 Italian Advances under the FleetCo Italian Facility Agreement, 

 such ratio expressed as a percentage. 
 “FleetCo German Back-up Cash Manager”
means Deutsche Bank AG, London branch and any successor or replacement thereof appointed under the FleetCo Back-up Cash Management Agreement. 

  
  

35 








 “FleetCo German Facility Agreement” means a facility agreement between Dutch FleetCo and
the Issuer, the proceeds of which Dutch FleetCo will use to, among other things, purchase vehicles to comprise its German fleet from German Opco. 
 “FleetCo German Secured Liabilities” means, in respect of Dutch FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo to the German FleetCo
Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any: 
  

	(i)	German Transaction Document to which Dutch FleetCo is a party; 

  

	(ii)	English Transaction Document to which Dutch FleetCo is a party, excluding any English Transaction Document which is entered into by Dutch FleetCo, Spanish Branch; and


  

	(iii)	Dutch Transaction Document to which Dutch FleetCo is a party, 

 (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise). 

“FleetCo German Security Documents” means (taking account of the fact that certain documents will only be entered into and/or be
effective after the date hereof): 
  

	(i)	the German Account Pledge Agreement; 

  

	(ii)	the German Receivables Assignment Agreement; and 

  

	(iii)	the German Security Transfer Agreement. 


“FleetCo Holdings” means CarFin Finance Holdings Limited, a private limited company incorporated in Ireland with registered number
463657 and having its registered office at 1 Grant’s Row, Lower Mount Street, Dublin 2, Ireland. 
 “FleetCo Holdings Corporate
Services Provider” means Structured Finance Management (Ireland) Limited or any successor or replacement thereof appointed under the Issuer and FleetCo Holdings Corporate Services Agreement. 

“FleetCo Individual Advance Proportion” means, on any date on which such calculation is required and in respect of a FleetCo Advance,
the ratio of: 
  

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


 

	(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, 

 such ratio expressed as a percentage. 

“FleetCo Italian Advance” means each advance made by the Issuer to Italian FleetCo under the FleetCo Italian Facility Agreement.

 “FleetCo Italian Advances Proportion” means, on any date on which such calculation is required, the ratio of: 

 

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

 to 

  
  

36 









	(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; and 


 

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

 such ratio expressed as a percentage. 
 “FleetCo Italian Back-up Cash Manager”
means Deutsche Bank AG, London branch or its replacement or successor as appointed under the FleetCo Back-up Cash Management Agreement. 

“FleetCo Italian Facility Agreement” means a facility agreement between Italian FleetCo and the Issuer, the proceeds of which Italian
FleetCo will use to, among other things, purchase vehicles to comprise its Italian fleet. 
 “FleetCo Italian Facility Agreement
Purchase Option” means the option granted by the Issuer to Finco under clause 15.4 (Option) of the FleetCo Italian Facility Agreement. 
 “FleetCo Italian Secured Liabilities” means, in respect of Italian FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Italian FleetCo to the Italian
FleetCo Secured Creditors on any current or other account or otherwise in any manner whatsoever, including under or in connection with any: 
  

	(i)	Italian Transaction Document to which Italian FleetCo is a party; and 

  

	(ii)	English Transaction Document to which Italian FleetCo is a party, 

 in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise. For the purposes of “FleetCo
Italian Secured Liabilities”, each of the Italian FleetCo Secured Creditors acknowledges that all present and future moneys, debts and liabilities due, owing or incurred by Italian FleetCo under or in connection with the FleetCo Italian
Facility Agreement shall be limited to 95 per cent. of the total aggregate amount of the FleetCo Advances made available under the FleetCo Italian Facility Agreement. 
 “FleetCo Italian Security Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the Italian FleetCo Share Pledge; and 

  

	(ii)	the Italian FleetCo Security Deed. 


“FleetCo Payment Date” means the Issuer Payment Date, save that if Senior Advances are to be repaid by the Issuer using proceeds
received by the Issuer from FleetCo Advances, the FleetCo Payment Date in respect of such repayment of FleetCo Advances shall be one Business Day before the Issuer Payment Date, if such FleetCo Payment Date is not a Business Day in Spain, Germany or
Italy (as applicable to the relevant FleetCo Facility Agreement). 
 “FleetCo Post-Enforcement Priorities of Payments” means
the Dutch FleetCo German Post-Enforcement Priority of Payments, the Dutch FleetCo Spanish Post-Enforcement Priority of Payments and the Italian FleetCo Post-Enforcement Priority of Payments. 

  
  

37 








 “FleetCo Pre-Enforcement Priorities of Payments” means the Dutch FleetCo German
Pre-Enforcement Priority of Payments, the Dutch FleetCo Spanish Pre-Enforcement Priority of Payments and the Italian FleetCo Pre-Enforcement Priority of Payments (as applicable). 
 “FleetCo Priority of Payments” means the FleetCo Pre-Enforcement Priorities of Payments and the FleetCo Post-Enforcement Priorities of Payments. 

“FleetCo Profit Margin” means in respect of a FleetCo in each Country on a Lease Determination Date [REDACTED] or such other amount in
respect of such Lease Determination Date as may be agreed from time to time between (i) such FleetCo in such Country, (ii) its Related Opco as representing an arm’s length profit for the activities undertaken by such FleetCo in such
Country, and (iii) if such FleetCo Profit Margin exceeds [REDACTED], the Transaction Agent. 
 “FleetCo Repeating
Representations” means, in respect of each FleetCo, the representations and warranties of such FleetCo set out in the Framework Agreement, save for the representations and the warranties in the following clauses in the Framework Agreement:

  

	(i)	clause 3.3.3 (Independent Director); 

  

	(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)	clause 3.3.11(i)(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 3.3.41(i) and (ii) (Spain specific representations and warranties); 


 

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

 “FleetCo Reserve Account” means, as applicable: 
  

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

  

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

  

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


“FleetCo Secured Creditors” means: 
  

	(i)	the Spanish FleetCo Secured Creditors; 

  

	(ii)	the German FleetCo Secured Creditors; and 

  

	(iii)	the Italian FleetCo Secured Creditors. 


  
  

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 “FleetCo Secured Liabilities” means: 

 

	(i)	the FleetCo Spanish Secured Liabilities; 

  

	(ii)	the FleetCo German Secured Liabilities; and 

  

	(iii)	the FleetCo Italian Secured Liabilities. 


“FleetCo Secured Property” means the assets from time to time subject, or expressed to be subject, to the FleetCo Security or any part
of those assets. 
 “FleetCo Security” means all or any of the Security Interests created or expressed to be created from time
to time constituted by or pursuant to, or evidenced by, the FleetCo Security Documents. 
 “FleetCo Security Agent” means
Crédit Agricole Corporate and Investment Bank or the replacement or successor entity appointed as security agent and/or trustee on behalf of itself and the FleetCo Secured Creditors. 
 “FleetCo Security Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the FleetCo Dutch Security Documents; 

  

	(ii)	the FleetCo German Security Documents; 

  

	(iii)	the FleetCo Italian Security Documents; and 

  

	(iv)	the FleetCo Spanish Security Documents; 

  

	(v)	each FleetCo Security Power of Attorney; 

  

	(vi)	each FleetCo Deed of Charge; 

  

	(vii)	the Lessor Power of Attorney; and 

  

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

 “FleetCo Security Powers of Attorney” means the power of attorney granted by Dutch FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the German
FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the German FleetCo Deed of Charge; the power of attorney granted by Dutch FleetCo, Spanish Branch to the FleetCo
Security Agent pursuant to clause 15 (Power of Attorney) of the Spanish FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the Spanish FleetCo Deed of Charge; and
the power of attorney granted by Italian FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the Italian FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security
Power of Attorney) to the Italian FleetCo Deed of Charge. 
 “FleetCo Servicers” means the Spanish Servicer, the Italian
Servicer and the Central Servicer. 
 “FleetCo Spanish Advance” means each advance made by the Issuer to Dutch FleetCo, Spanish
Branch under the FleetCo Spanish Facility Agreement. 
 “FleetCo Spanish Advances Proportion” means, on any date on which such
calculation is required, the ratio of: 
  

	(a)	the aggregate outstanding FleetCo Spanish Advances; 

 to 

  
  

39 









	(b)	the sum of: 

  

	 	(i)	the aggregate outstanding FleetCo German Advances; 

  

	 	(ii)	the aggregate outstanding FleetCo Spanish Advances; and 

  

	 	(iii)	the aggregate outstanding FleetCo Italian Advances, 

 such ratio expressed as a percentage. 
 “FleetCo Spanish Back-up Cash Manager”
means Deutsche Bank, London branch and any replacement or successor thereof appointed under the FleetCo Back-up Cash Management Agreement. 

“FleetCo Spanish Facility Agreement” means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which will be
used, among other things, to purchase vehicles to comprise its Spanish fleet from manufacturers and dealers. 
 “FleetCo Spanish Secured
Liabilities” means, in respect of Dutch FleetCo, Spanish Branch, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo, Spanish Branch to the Spanish FleetCo Secured Creditors in any manner whatsoever,
including on any current or other account or otherwise, including under or in connection with any: 
  

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


 

	(ii)	English Transaction Document to which Dutch FleetCo, Spanish Branch is a party, 

 in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise. 

“FleetCo Spanish Security Documents” means (taking account of the fact that certain documents will only be entered into and/or be
effective after the date hereof): 
  

	(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. 


“FleetCo Total Borrowed Amount” means, in respect of a FleetCo on a Lease Determination Date, the aggregate principal amount outstanding
on the last day of the Related Month under the relevant FleetCo Facility Agreement. 
 “FleetCo Transaction Documents” means,
in respect of a FleetCo, the following documents to which such FleetCo is a party (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 

 

	(i)	the Funds Flow Agreement; 


  
  

40 









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

  

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

  

	(ix)	the Liquidation Agency Agreement; 

  

	(x)	the Central Servicing Agreement; 

  

	(xi)	the Parent Performance Guarantee; 

  

	(xii)	the Finco Payment Guarantee; 

  

	(xiii)	the Operating Documents; 

  

	(xiv)	the FleetCo Security Documents; 

  

	(xv)	the Dutch FleetCo Management Documents; 

  

	(xvi)	the Spain TRO Power of Attorney; and 

  

	(xvii)	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.


 “Fleet Payables Amount” means, in relation to any Country, an amount equal to the aggregate amount of any
amounts due by the relevant FleetCo in such Country to Vehicle Manufacturers and/or Vehicle Dealers (excluding any amount in respect of VAT related thereto) and remaining outstanding at the relevant Calculation Date or (as applicable) each
Intra-Month Cut-Off Date. 
 “Fleet Plan” means, in respect of each Country, the projected Vehicle Fleet purchase and Borrower
Vehicle Fleet NBV in the immediately following financial year of the relevant FleetCo. 
 “Fleet Report” means the data report
(in Computer Readable Form) provided on a Vehicle-by-Vehicle basis, containing data relating to the FleetCo’s various Vehicles in the form as set out in part A and part B of schedule 9 (Form of Fleet Report) to the Framework Agreement
and, if amended, in form and substance satisfactory to the Transaction Agent. 
 “Floating Charge” means: 

 

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


 

	(ii)	the floating charge created by clause 3.4 (Floating Charge) of the Spanish FleetCo Deed of Charge; 


 

	(iii)	the floating charge created by clause 3.4 (Floating Charge) of the German FleetCo Deed of Charge; and 


 

	(iv)	the floating charge created by clause 3.4 (Floating Charge) of the Italian FleetCo Deed of Charge. 


“Force Majeure Event” means an event beyond the reasonable control of the person affected including strike, lock-out, labour dispute,
act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, computer software, hardware or system failure, fire, flood and/or storm and other circumstances affecting the supply of goods or services.


  
  

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 “Framework Agreement” means the agreement setting out the common terms applicable to the
transaction dated on or about the date hereof and entered into by, among others, the FleetCos, the Issuer, the FleetCo Security Agent, the Issuer Security Trustee and the Transaction Agent. 
 “FSMA” means Financial Services and Markets Act 2000. 
 “Funds Flow
Agreement” means the funds flow agreement dated on or about the date hereof between, among others, the Issuer, the Issuer Cash Manager and the FleetCos in respect of the cash flow on or about the Initial Funding Date. 

“Further Senior Notes” has the meaning given to it in clause 4.1 (Issue of Further Senior Notes) of the Issuer Note Issuance
Facility Agreement. 
 “GAAP” means: 
  

	(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, Dutch GAAP; and 

  

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


“German Account Bank Agreement” means the agreement pursuant to which Dutch FleetCo appoints the Dutch FleetCo German Account Bank.

 “German Account Mandate” has the meaning given to it in clause 4.1.1 of the German Account Bank Agreement. 

“German Account Pledge Agreement” means the German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security
Agent in respect of the German law pledge (Pfandrecht) in respect of the Dutch FleetCo German Bank Accounts. 
 “German Base
Rent” means in relation to all Vehicles which are leased to a Lessee under the Master German Fleet Lease Agreement on any day during the Related Month or, as the case may be, Related Months where such Related Months occur prior to a Lease
Payment Date following the Lease Determination Date in respect of any Lease Payment Date the sum of the Depreciation Charges that have accrued with respect to each such Vehicle during the Related Month or, as the case may be, Related Months, as
determined in accordance with the terms of such Master German Fleet Lease Agreement. 
 “German Custodian” means DAD Deutscher
Auto Dienst GmBH. 
 “German Custody Agreement” means the German law governed custody agreement in respect of the custody of
the German Vehicle Certificates and evidence in relation to the Vehicle Fleet in Germany of Dutch FleetCo and entered into between German Opco, Dutch FleetCo, the FleetCo Security Agent and the German Custodian. 

“German FleetCo Deed of Charge” means the English law deed of charge pursuant to which,


  
  

42 








 
among other things, Dutch FleetCo assigns, pledges and otherwise creates security over all its rights and interests in and to each of the English Transaction Documents to which it is a party in
favour of the FleetCo Security Agent. 
 “German FleetCo Secured Creditors” means the Issuer, the Dutch FleetCo German Account
Bank, the Dutch FleetCo German Account Bank Operator, the FleetCo German Back-up Cash Manager, the Central Servicer, the Liquidation Agent and the FleetCo Security Agent (including any Receiver or Appointee thereof). 

“German GAAP” means the accounting principles established pursuant to the German Commercial Code (Handelsgesetzbuch). 

“German Opco” means Avis Budget Autovermietung GmbH & Co. KG. 
 “German Opco Event of Default” means an Event of Default in respect of German Opco as the Relevant Person. 
 “German Opco Existing Fleet Vehicle” means each Eligible Vehicle (i) in respect of which German Opco has paid the Initial Purchase Price in full to the relevant Vehicle Manufacturer
or Vehicle Dealer prior to the date of the Master German Fleet Purchase Agreement and (ii) which German Opco owns prior to the date of the Master German Fleet Purchase Agreement. 
 “German Parallel Debt” has the meaning given to it in clause 16 (Parallel Debt) of the Framework Agreement. 
 “German Receivables Assignment Agreement” means the German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security Agent in respect of the security assignment
(Sicherungsabtretung) in respect of German law governed receivables. 
 “German Security Transfer Agreement” means the
German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security Agent in respect of the transfer of title for security purposes (Sicherungsübereignung) of the German Vehicle Fleet. 

“German Transaction Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective
after the date hereof): 
  

	(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); 


 

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


“German Trust Agreement” means the German law governed agreement between, among others, German Opco and Dutch FleetCo, in respect of the
VAT Component and the Charge Costs Component in respect of Vehicles purchased in Germany and VAT Component and Charge Costs Component Account. 

“German Vehicle Certificates” means, in respect of Vehicles in Germany in relation to which an Individual Purchase and Lease Agreement
has been concluded, the registration documents regarding such vehicles (Zulassungsbescheinigung Teil II (formerly known as Fahrzeugbriefe)) and certificates of conformity (EU-Konformitätserklärungen). 

  
  

43 








 “German Vehicle Documents” means, in respect of Vehicles in Germany, the keys and spare
keys to the Vehicles, the German Vehicle Certificates and the certificates of conformity (EU-Konformitätserklärungen). 

“Governmental Authority” means any entity, governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body,
department, commission, authority, tribunal or agency, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 
 “Highest Risk Category Vehicles” means for each Country: 
  

	(a)	Programme Vehicles and Non-Programme Vehicles, in each case, purchased by the relevant FleetCo from Below BBB-Manufacturers, 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 “Highest Risk Category Vehicles”; and 

  

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

  

	(b)	Vehicle Manufacturer Receivables held by Dutch FleetCo in Germany in respect of any Below BBB-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. 

 “Holding
Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. 

“Immediately Following Settlement Date” means, in respect of any day, the next Settlement Date falling after such day. 

“Imperative Principles” means those principles indicated as being “Imperative” in, as applicable, schedule 2 to the Italian
Servicing Agreement and schedule 2 to the Spanish Servicing Agreement. 
 “Increased Cost” means: 

 

	(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;


  

	(b)	an additional or increased cost; or 

  

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

 which is incurred or suffered by a Senior Noteholder or any of its Affiliates to the extent that it is attributable to that Senior Noteholder having entered into the relevant Senior Noteholder Fee Letter
or funding or performing its obligations under any Issuer Transaction Document. 
 “Independent Director” means a duly
appointed member of the board of directors of the Issuer who has not been, at the time of such appointment, or at any time in the preceding five years prior to such appointment (i) a direct or indirect legal or beneficial owner of the shares of
the Issuer or any member of the Avis Group (ii) a director or employee of any member of the Avis Group (other than FleetCos) or the creditors of the Issuer (other than the Corporate Services Providers). 

  
  

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 “Individual Purchase and Lease Agreement” has the meaning given to such term under clause
3.4 of the Master German Fleet Purchase Agreement. 
 “Individual Repurchase and Lease Termination Agreement” has the meaning
given to such term under clause 5.6 of the Master German Fleet Purchase Agreement. 
 “Information Date” means the date falling
4 Business Days before a Settlement Date. 
 “INIFA” or “Issuer Note Issuance Facility Agreement” means the
Issuer Note Issuance Facility Agreement to be entered into between, among others, the Issuer, the Issuer Security Trustee and the Senior Noteholders pursuant to which the Senior Noteholders makes advances to the Issuer. 

“Initial Commitment” means in relation to an Initial Senior Noteholder, the amount set out in the relevant Senior Noteholder Fee Letter.

 “Initial Conduit Senior Noteholder” means any Initial Senior Noteholder which is a party to the Issuer Note Issuance
Facility Agreement and which is a Senior Noteholder on the Initial Funding Date. 
 “Initial Funding Date” means the date of
the first Senior Advance under the Issuer Note Issuance Facility Agreement. 
 “Initial Principal Amount” means in respect of a
Senior Note, the initial principal amount attributable to such Senior Note upon issue and which is to be set out in the Register. 

“Initial Purchase Price” means, in relation to a Vehicle in Germany, the purchase price or other consideration payable by German Opco to
the Vehicle Manufacturer or Vehicle Dealer for the purchase by German Opco of such Vehicle, as provided in the relevant Vehicle Manufacturer Agreement and Vehicle Dealer Agreement, excluding VAT and Charge Costs, and the “Initial Purchase
Price” shall, for the avoidance of doubt, be equal to its Capitalised Cost. 
 “Initial Senior Noteholders” means the
Senior Noteholders who are parties to the Issuer Note Issuance Facility Agreement dated the Signing Date. 
 “In-Service Date”
means (i) in relation to a Programme Vehicle, the date on which depreciation commences with regard to such Vehicle in accordance with the terms of the relevant Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement and
(ii) in relation to a Non-Programme Vehicle, the date on which such Vehicle is first available to be placed in service under the terms of the relevant Master Lease Agreement. 
 “Insolvency Event” means any the following events occurring in respect of a Relevant Person: 
  

	(a)	such Relevant Person is Insolvent; or 

  

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

 “Insolvency Official” means, in relation to a Relevant Person, a liquidator, provisional liquidator, administrator, examiner, administrative receiver, receiver or manager, compulsory or
interim manager, nominee, supervisor, trustee, conservator, guardian or other similar officer (including (i) under German law, any Insolvenzverwalter, vorläufigen Insolvenzverwalter, Sachwalter or vorläufigen
Sachwalter (ii) under Italian law, any curatore fallimentare, commissario straordinario, commissario giudiziale, liquidatore giudiziale or commissario liquidatore, (iii) under Spanish law, any
administrador concursal, auxiliar delegado, administrador judicial or liquidador) and (iv) under Dutch law, any curator and bewindvoerder). 

  
  

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 “Insolvency Proceedings” means the following events in respect of a Relevant Person:

  

	(a)	(if such Relevant Person is Dutch FleetCo, Italian 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 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) emergency regulations, composition,
compromise, legal de-merger, declaration or other relief with respect to it or its debts, in each case, under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts; 


 

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

  

	 	(iv)	(if such Relevant Person is Dutch FleetCo, Italian 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, 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




  
  

46 









	 	
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 

  

	(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) in
Spain, “concurso voluntario” or “concurso necesario”, as set out under Law 22/2003, of 9 July; or 


  
  

47 









	 	(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”. 


 

	(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. 


“Insolvent” means any of the following events occurring in respect of any entity: 

 

	(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 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 

  

	 	(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: 

  

	 	(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; 


  
  

48 









	(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 Section 214 of the Companies Act 1963 (as amended by Section 123 of the Companies Act 1990) or Section 2(3) of the Companies (Amendment) Act 1990 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. 

 “Insurance Policies” has the meaning given to
it in clause 23.5.1(b) of the Spanish Master Lease Agreement, clause 22.5.1(b) of the Italian Master Lease Agreement and clause 20.4.1(b) of the Master German Fleet Lease Agreement (as applicable). 

“Intellectual Property Rights” means any patent, trade mark, service mark, registered design, trade name or copyright or any licence to
use any of the same. 
 “Interest Determination Date” means the date falling 2 Business Days prior to the relevant Settlement
Date. 
 “Interest Period” means the FleetCo Advance Interest Period or the Senior Advance Interest Period, as applicable.

 “Interest Rate” means, in respect of a Senior Advance, the per annum rate of interest expressed as a percentage for such
Senior Advance for the relevant Interest Period equal to the aggregate of: 
  

	(a)	Mandatory Cost, if any; and 

  

	(b)	the aggregate of: 

  

	 	(i)	the Senior Advance Margin; and 

  

	 	(ii)	the Subscriber’s Cost of Funds. 


“Interim Fleet Financing Facility Agreement” or “IFF” means the €350,000,000 senior facility agreement dated
20 October 2011 (as amended and restated on 5 December 2011 and as further amended from time to time) between, among others, the Parent, the Company, the Original Borrowers, the Original Guarantors, the Senior Agent and the Security Agent
(each as named and defined therein). 
 “Intermediate Risk Category Vehicles” means for each Country: 

 

	(a)	Non-Programme Vehicles purchased by the relevant FleetCo from Investment Grade Vehicle Manufacturers and BBB- Vehicle Manufacturers; and 


 

	(b)	Programme Vehicles purchased by the relevant FleetCo from BBB- Vehicle Manufacturers exceeding 10 per cent. of the aggregate Net Book Value of all the Lowest Risk
Category Vehicles for all Countries, 

 in each case, 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 “Intermediate Risk Category Vehicles”; and 


  
  

49 









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

 “Intra-Month Central Servicer Report” means the intra-month report substantially in the form set out in the Framework Agreement to be delivered by the Central Servicer to, among others,
the Transaction Agent pursuant to clause 15 (Provision of Information and Reports) of the Framework Agreement and, if amended, amended with the prior consent of the Transaction Agent and the Central Servicer and in form and substance
satisfactory to the Transaction Agent. 
 “Intra-Month Cut-Off Date” means, in respect of a proposed Senior Advance Drawdown
Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 2 Business Days before the Intra-Month Reporting Date relevant to such Senior Advance Drawdown Date or such Original FleetCo Advance Drawdown
Date (as the case may be). 
 “Intra-Month Information Date” means, in respect of a proposed Senior Advance Drawdown Date that
does not fall on a Settlement Date, the date falling 3 Business Days before such proposed Senior Advance Drawdown Date. 
 “Intra-Month
Interest Determination Date” means, in respect of a proposed Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 2 Business Days prior to such proposed Senior
Advance Drawdown Date. 
 “Intra-Month Reporting Date” means, in respect of a proposed Senior Advance Drawdown Date or an
Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 4 Business Days before such proposed Senior Advance Drawdown Date. 
 “Investment Grade Vehicle Manufacturer” means any Vehicle Manufacturer which is a member of a Vehicle Manufacturer Group, the long-term unguaranteed, unsecured debt obligations of the
Vehicle Manufacturer Group Rating Entity of which are rated: 
  

	(i)	if the related Vehicle Manufacturer Group Rating Entity is rated by three or more Rating Agencies, at least “BBB” and “Baa2” by two of DBRS, Fitch,
Standard and Poor’s and Moody’s, respectively, taking into consideration only the top two ratings of such ratings; 

  

	(ii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only two Rating Agencies, at least “BBB” and “Baa2” by both such Rating
Agencies; and 

  

	(iii)	if the related Vehicle Manufacturer Group Rating Entity is rated by only one Rating Agency, at least “BBB” or “Baa2” by such Rating Agency.


 “Investment Grade Vehicle Manufacturer Receivables” means, at any time and in relation to any Country, Vehicle
Manufacturer Receivables: 
  

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


 

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

 “Investor Report” means the report to be delivered by the Transaction Agent to the Senior Noteholders on each monthly Information Date substantially in the form set out in schedule 11
(Form of Investor Report) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent. 

  
  

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 “Invoices to be Received” means the aggregate amount of all Capitalised Costs related to
each Vehicle Fleet accounted for by (in respect of the Vehicle Fleet in Italy) Italian FleetCo, (in respect of the Vehicle Fleet in Germany) German Opco and (in respect of the Vehicle Fleet in Spain) Spanish Opco but for which the corresponding
invoice has not yet been received from the relevant Vehicle Manufacturers and/or Vehicle Dealers. 
 “Involuntary Insolvency
Event” means: 
  

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

  

	(ii)	Italian Opco, Italian FleetCo or Spanish Opco is or becomes Insolvent otherwise than as per paragraph (b) or paragraph (c) of the definition of
“Insolvent”. 

 “Irrecoverable VAT” means the VAT which neither the Issuer, the Subordinated Lender nor
the VAT group of which the Subordinated Lender is a member can obtain a credit for or a repayment of. 
 “ISFA” means Issuer
Subordinated Facility Agreement. 
 “Issuer” means CarFin Finance International Limited, a private limited company incorporated
in Ireland, with registered number 463656 and having its registered office at 1 Grant’s Row, Lower Mount Street, Dublin 2, Ireland. 

“Issuer Account Bank” means Deutsche Bank AG, London Branch as appointed under the Issuer Account Bank Agreement. 

“Issuer Account Bank Agreement” means the agreement between the Issuer and the Issuer Account Bank. 

“Issuer Account Mandate” means the Issuer Transaction Account Mandate, the Issuer Spain TRO Collection Account Mandate, the Issuer Hedge
Collateral Account Mandate or the Issuer Reserve Account Mandate (as applicable). 
 “Issuer Accounts” means the Issuer
Transaction Account and the Issuer Reserve Account. 
 “Issuer and FleetCo Holdings Corporate Services Agreement” means the
agreement dated on or about the date hereof between the Issuer, FleetCo Holdings and the Issuer Security Trustee pursuant to which Structured Finance Management (Ireland) Limited is appointed as the Issuer Corporate Services Provider and the FleetCo
Holdings Corporate Services Provider. 
 “Issuer Available Funds” means, an amount calculated on each Issuer Determination
Date, without double counting: 
  

	(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; 

  

	(c)	 all amounts received by the Issuer, including from Dutch FleetCo and Italian FleetCo under the FleetCo German Facility Agreement, the FleetCo Spanish
Facility Agreement (save for 



  
  

51 









	 	
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)) 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. 

 “Issuer Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Issuer Reserve Account (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date). 
 “Issuer Borrowing Base Test” shall, in respect of any day, be satisfied if
the Senior Note Principal Amount Outstanding is less than or equal to the Senior Notes Maximum Amount on such day. 
 “Issuer Cash
Management Agreement” means the agreement between, among others, the Issuer, the Issuer Cash Manager, the Central Servicer, the Issuer Account Bank and the Issuer Security Trustee, pursuant to which the Issuer appoints the Issuer Cash
Manager to perform certain cash management functions. 
 “Issuer Cash Management Report” means the cash management report to be
prepared by the Issuer Cash Manager under the Issuer Cash Management Agreement substantially in the form set out in schedule 8 (Forms of Cash Management Reports) to the Framework Agreement and, if amended in form and substance satisfactory to
the Transaction Agent. 
 “Issuer Cash Management Services” has the meaning given to it in clause 3.1 of the Issuer Cash
Management Agreement. 
 “Issuer Cash Manager” means Deutsche Bank AG, London Branch and any replacement or successor thereof
appointed under the Issuer Cash Management Agreement. 
 “Issuer Cash Manager Termination Event” means any of the termination
events set out in clause 11.5 of the Issuer Cash Management Agreement. 
 “Issuer Compliance Certificate” means the compliance
certificate substantially in the form set out in part 1 (Form of Issuer Compliance Certificate) of schedule 7 to the Framework Agreement. 
 “Issuer Corporate Services Provider” means Structured Finance Management (Ireland) Limited. 
 “Issuer Debt” means any Senior Issuer Debt or Subordinated Debt. 

“Issuer Deed of Charge” means the English law deed of charge pursuant to which the Issuer will, in respect of the Issuer Secured
Liabilities, assign, pledge and otherwise create a security interest over all of its rights and interests in favour of the Issuer Security Trustee (for and on behalf of itself and the other Issuer Secured Creditors). 

“Issuer Determination Date” means the date falling 5 Business Days before a Settlement Date. 

“Issuer Domestic Account” means the account established by the Issuer for the purposes of, inter alia, holding the proceeds of the
issued share capital of the Issuer and the Issuer Profit Amount. 
 “Issuer Enforcement Event” means the occurrence of a Rapid
Amortisation Event. 

  
  

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 “Issuer Enforcement Notice” has the meaning given to it in clause 8.1 (Notification of
Enforcement) of the Issuer Deed of Charge. 
 “Issuer Event of Default” means an event of default as set out in part 1
(Issuer Events of Default) of schedule 4 (Events of Default) to the Framework Agreement. 
 “Issuer Excess Cash
Amount” means, on any date, an amount equal to: 
  

	(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, 

 less 
  

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

 “Issuer Hedge Collateral Account” means the account held at the Issuer Account Bank as opened from time to time, together with such additional or replacement swap collateral securities
custody account or bank account at the Issuer Account Bank and/or other banks as may for the time being be in place with the prior consent of the Issuer Security Trustee and designated as such for the purposes of holding collateral posted by any
Issuer Hedge Counterparty pursuant to the relevant Issuer Hedging Agreement. 
 “Issuer Hedge Collateral Account Mandate” means
the issuer account mandate in substantially the form of schedule 1 to the Issuer Account Bank Agreement entered into by the Issuer with respect to the Issuer Hedge Collateral Account. 
 “Issuer Hedge Counterparty” means each hedge counterparty to an Issuer Hedging Agreement which accedes from time to time to the Framework Agreement, the Issuer Cash Management Agreement
and the Issuer Deed of Charge. 
 “Issuer Hedging Documents” means, the ISDA Master Agreement, the Schedule, the Credit Support
Annex and the relevant Confirmation(s). 
 “Issuer Hedging Agreement” means a hedging agreement, consisting of the ISDA Master
Agreement, the Schedule, the Credit Support Annex and the relevant Confirmation(s), that: 
  

	(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)	in a form satisfactory to the Transaction Agent. 


“Issuer Hedging Debt” means all present and future moneys, debts and liabilities due, owing or incurred from time to time by the Issuer
to any Issuer Hedge Counterparty under or in connection with any Issuer Transaction Document, in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety
or otherwise. 
 “Issuer Intercreditor Terms” means the Issuer intercreditor terms set out in schedule 16 (Issuer
Intercreditor Terms) to the Framework Agreement, relating to the rights and obligations among the Issuer Secured Creditors. 

  
  

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 “Issuer Ledgers” means, the ledgers maintained by the Issuer Cash Manager for the purposes
of the management of the Issuer’s funds and timely compliance with the Issuer’s payment obligations pursuant to schedule 1 (Issuer Cash Management Services) of the Issuer Cash Management Agreement. 

“Issuer LC Covered Amount” means, as applicable: 
  

	(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. 

 “Issuer Letter of Credit” means an irrevocable letter of credit issued by an Eligible Issuer LC
Provider in favour of the Issuer Security Trustee (for itself and on behalf of the benefit of the Senior Noteholders) substantially in the form set out in schedule 13 (Form of Issuer Letter of Credit) to the Framework Agreement and, if
amended, in form and substance satisfactory to the Transaction Agent. 
 “Issuer Listing Documents” means all the documents
entered into by the Issuer in connection with the listing and maintenance of listing of the Senior Notes on the Channel Islands Stock Exchange. 

“Issuer Note Issuance Facility Agreement” means the note issuance facility agreement between, among others, the Senior Noteholders, the
Transaction Agent, the Issuer Cash Manager, and the Issuer Security Trustee. 
 “Issuer Payment Date” means each Senior Advance
Repayment Date, each Issuer Subordinated Advance Repayment Date and each Settlement Date. 
 “Issuer Priority of Payments”
means the Issuer Revolving Period (Pre-Enforcement) Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments and the Issuer Rapid Amortisation
Period (Post-Enforcement) Priority of Payments. 
 “Issuer Profit Amount” means the payment on each anniversary of the Initial
Funding Date of €1,000 per annum to the Issuer as a fee for entering into the Transaction Documents to which it is a party. 

“Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments” means the priority of payments set out in part 4 (Issuer
Rapid Amortisation (Post-Enforcement) Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 

“Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments” means the priority of payments set out in part 4 (Issuer
Rapid Amortisation (Post-Enforcement) Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 

  
  

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 “Issuer Repeating Representations” means the representations and warranties of the Issuer
set out in the Framework Agreement save for the representations and warranties set out in the following clauses in the Framework Agreement: 
  

	(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); 

  

	(xv)	clause 3.1.33 (Consents); and 

  

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

 “Issuer Required Gross-Up Amount” means the amount of Issuer Subordinated Advances drawn by the Issuer under clause 4.2.2 of the Issuer Subordinated Facility Agreement in an amount equal
to the gross-up amount due and payable by the Issuer under the Issuer Note Issuance Facility Agreement. 
 “Issuer Reserve
Account” means an account of the Issuer opened with the Issuer Account Bank to which amounts are required to be credited comprising the Issuer Reserves. 
 “Issuer Reserve Account Mandate” means the issuer account mandate in substantially the form of schedule 2 to the Issuer Account Bank Agreement entered into by the Issuer with respect to
the Issuer Reserve Account. 
 “Issuer Reserve Required Amount” means, on any date on which such calculation is required, the
aggregate of: [REDACTED] 
 “Issuer Reserves” means, on any date, the Available LC Commitment Amount and the Issuer Available
Reserve Account Amount, in each case, on such date. 
 “Issuer Revolving Period Priority of Payments” means the priority of
payments set out in part 1 (Issuer Revolving Period Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 
 “Issuer Scheduled Amortisation Period Priority of Payments” means the priority of payments set out in part 2 (Issuer Scheduled Amortisation Priority of Payments) of schedule 3
(Priorities of Payments) to the Framework Agreement. 
 “Issuer Secured Creditors” means the Senior Noteholders, the
Issuer Security Trustee, the Subordinated Lender, the Issuer Account Bank, the Issuer Corporate Services Provider, the FleetCo Holdings Corporate Services Provider, the Issuer Cash Manager, the Issuer Hedge Counterparties (if any), the Transaction
Agent, the Registrar and the Central Servicer. 

  
  

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 “Issuer Secured Liabilities” means all present and future moneys, debts and liabilities
due, owing or incurred by the Issuer to the Issuer Secured Creditors in any manner whatsoever, including on any current or other account or otherwise including under or in connection with any Issuer Transaction Document (in each case, whether alone
or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise). 

“Issuer Secured Property” means the assets from time to time subject, or expressed to be subject, to the Issuer Security or any part of
those assets. 
 “Issuer Security” means all or any of the Security Interests created or expressed to be created from time to
time constituted by or pursuant to, or evidenced by, the Issuer Security Documents. 
 “Issuer Security Documents” means the
Issuer Deed of Charge, the Issuer Security Power of Attorney and the Lessor Power of Attorney. 
 “Issuer Security Power of
Attorney” means the power of attorney granted by the Issuer to the Issuer Security Trustee pursuant to clause 15 (Power of Attorney) of the Issuer Deed of Charge and substantially in the form set out in schedule 1 (Form of Issuer
Security Power of Attorney) to the Issuer Deed of Charge. 
 “Issuer Security Trustee” means Deutsche Trustee Company
Limited or the replacement or successor thereof appointed as the security trustee acting on behalf of the Issuer Secured Creditors under the Issuer Deed of Charge. 
 “Issuer Share Trustee” means TMF Management (Ireland) Limited in its capacity as share trustee for CarFin Finance International Trust (Charitable Trust 1), an Irish charitable trust.

 “Issuer Spain TRO Collection Account” means the account in the name of the Issuer
to be opened and maintained by the Issuer Account Bank under the Issuer Account Bank Agreement in respect of repayment of the FleetCo Advances under the FleetCo Spanish Facility Agreement following, among other things, the exercise of the Spain
Repayment Option by the Subordinated Lender in accordance with clause 6.2.1 (Spain) of the Framework Agreement and with the account number 28379301 (IBAN: GB65DEUT40508128379301). 

“Issuer Spain TRO Collection Account Mandate” means the issuer account mandate in substantially the form of schedule 3 to the Issuer
Account Bank Agreement entered into by the Issuer with respect to the Issuer Spain TRO Collection Account. 
 “Issuer Spain TRO
Declaration of Trust” means the declaration of trust by the Issuer over the amounts standing to the credit of the Issuer Spain TRO Collection Account following the receipt 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 respect of the Spain Total Repayment Option. 

“Issuer Subordinated Advance” means the principal amount made available to the Issuer on each Issuer Payment Date under the ISFA.

 “Issuer Subordinated Advance Drawdown Date” means the date of funding of each Issuer Subordinated Advance by the
Subordinated Lender pursuant to the relevant Issuer Subordinated Advance Drawdown Notice. 
 “Issuer Subordinated Advance Repayment
Date” means any repayment date of an Issuer Subordinated Advance as set out in the Issuer Subordinated Facility Agreement. 

“Issuer Subordinated Facility Agreement” or “ISFA” means the facility agreement dated on or about the date hereof
between, amongst others, the Issuer and the Subordinated Lender, in respect of the making of subordinated advances by the Subordinated Lender to the Issuer. 

  
  

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 “Issuer Transaction Account” means a EUR denominated account opened by the Issuer with the
Issuer Account Bank with the account number 28379300 (IBAN: GB92DEUT40508128379300). 
 “Issuer Transaction Account Mandate”
means the issuer account mandate in substantially the form of schedule 1 to the Issuer Account Bank Agreement entered into by the Issuer with respect to the Issuer Transaction Account. 
 “Issuer Transaction Documents” means the following documents to which the Issuer is a party (taking account of the fact that certain documents will only be entered into and/or be
effective after the date hereof): 
  

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


 

	(ii)	the Framework Agreement; 

  

	(iii)	the Master Definitions 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 Italian Facility Agreement; 

  

	(xiii)	the Central Servicing Agreement; 

  

	(xiv)	the Issuer Security Documents; 

  

	(xv)	the Issuer Spain TRO Declaration of Trust; 

  

	(xvi)	the FleetCo Security Documents; 

  

	(xvii)	the Liquidation Agency Agreement (from and including the date on which the Issuer enters into such agreement); 


 

	(xviii)	the Issuer Security Power of Attorney; 

  

	(xix)	the Fee Letters; and 

  

	(xx)	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. 


“Italian Account Bank Agreement” means the agreement to appoint the Italian FleetCo Account Bank. 

“Italian Account Mandate” has the meaning given to it in clause 4.1 of the Italian Account Bank Agreement. 

  
  

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 “Italian Bank Accounts” means: 

 

	(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. 


“Italian Dedicated Financing Account” means the bank account in Italy in the name of Italian FleetCo with account number IBAN:
IT23B0310401600000000826065 SWIFT CODE: DEUTITMMMIL in respect of the deposit of the 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 from time to time sold by Italian FleetCo. 
 “Italian FleetCo”
means Avis Budget Italia S.p.A. Fleet Co. S.A.p.A., a partnership limited by shares incorporated in Italy which, among other things, holds title to or holds possession of the Vehicle Fleet in Italy. 

“Italian FleetCo Account Bank” means the entity appointed as account bank under the Italian Account Bank Agreement. 

“Italian FleetCo Deed of Charge” means the English law deed of charge pursuant to which, among other things, Italian FleetCo assigns,
pledges and otherwise creates a security over all its rights and interests in and to each of the English Transaction Documents to which it is a party, in favour of the FleetCo Security Agent. 
 “Italian FleetCo Post-Enforcement Priority of Payments” means the priority of payments in part C (Italian FleetCo Post-Enforcement Priority of Payments) of part 6 (FleetCo
Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement. 
 “Italian FleetCo
Pre-Enforcement Priority of Payments” means the priority of payments in part C (Italian FleetCo Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of
Payments) to the Framework Agreement. 
 “Italian FleetCo Reserve Account” means the reserve account in Italy in the name
of Italian FleetCo and which may, from time to time be opened and maintained with the Italian Account Bank. 
 “Italian FleetCo Secured
Creditors” means the Issuer, the Italian Account Bank, the FleetCo Italian Back-up Cash Manager, the Italian Servicer, the Liquidation Agent and the Central Servicer, the Italian VAT Lender and the FleetCo Security Agent (including any
Receiver or Appointee thereof). 
 “Italian FleetCo Secured Property” means the assets from time to time secured by the FleetCo
Italian Security Documents and the Italian FleetCo Deed of Charge. 
 “Italian FleetCo Security Deed” means the security deed
dated on or about the date hereof between, among others Italian FleetCo, Italian Opco and the FleetCo Security Agent in respect of, among other things, (i) an assignment of receivables by way of security and (ii) a pledge over the Italian
Bank Accounts. 
 “Italian FleetCo Share Pledge” means the pledge of all the shares in Italian FleetCo. 

  
  

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 “Italian FleetCo Shareholders Agreement” means the shareholders agreement between Italian
Opco and FleetCo Holdings. 
 “Italian FleetCo Shareholders Call Option” means the call option granted by FleetCo Holdings
under the Italian FleetCo Shareholders Agreement pursuant to which Italian Opco may, on or after the exercise by Finco of the Italy Repayment Option, exercise an option to purchase FleetCo Holdings’ shareholding in Italian FleetCo. 

“Italian Income Tax Consolidation Agreement” means the agreement dated 16 June 2012 between, among others, Italian FleetCo and
Italian Opco in relation to, among other things, the consolidation of corporate income tax of Italian FleetCo between the parties to such agreement. 
 “Italian Mandate Agreement” means the agreement pursuant to which Italian FleetCo grants a mandate to Italian Opco in respect of Italian FleetCo’s Vehicle Fleet in Italy. 

“Italian Master Lease Agreement” means, the master lease agreement dated on or about the date hereof entered into by, amongst others,
Italian FleetCo and Italian Opco. 
 “Italian Opco” means Avis Budget Italia S.p.A. 

“Italian Opco Event of Default” means an Event of Default in respect of Italian Opco as the Relevant Person. 

“Italian Servicer” means Italian Opco which is to provide transaction management services to Italian FleetCo. 

“Italian Servicing Agreement” means the servicing and cash management agreement between, among others, Italian FleetCo and Italian Opco
in respect of Italian FleetCo’s operations in Italy. 
 “Italian Transaction Account” means the bank account in Italy in
the name of Italian FleetCo with account number IBAN: IT15H0310401600000000825477 SWIFT CODE: DEUTITMM. 
 “Italian Transaction
Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof): 
  

	(i)	the FleetCo Italian Facility Agreement; 

  

	(ii)	the Italian Account Bank Agreement; 

  

	(iii)	the Italian Account Mandate; 

  

	(iv)	the Italian Master Lease Agreement; 

  

	(v)	the Italian Servicing Agreement 

  

	(vi)	the 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. 

 “Italian VAT Lender” means Avis Finance Company Limited in its capacity as the Lender under
the VAT Loan Agreement. 
 “Italian VAT Sharing Agreement” means the agreement dated 18 May 2012 between, among others,
Italian FleetCo and Italian Opco in relation to the Italian VAT sharing arrangement between the parties to such agreement. 

  
  

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 “Italian Vehicle Documents” means, in respect of Vehicles in Italy, the keys and spare keys
to the Vehicles, the property certificate (certificato di proprietà) and the registration and technical documents regarding the Vehicles (carta di circolazione and manuale dell’utente). 

“Italy Repayment Option” means, in respect of a TRO Default, the Country Repayment Option applicable to Italian Opco and Italian
FleetCo, as more particularly set out in clause 6 (Country Repayment Option) of the Framework Agreement. 
 “Labour and Social
Security Laws” means any regulation governing labour-related matters and relating to employer’s obligations, also including, for the avoidance of doubts, (i) paying contributions for social security and mandatory insurance for
industrial accidents and occupational diseases and fulfilling health and safety obligations, and (ii) paying salary allowances and all other amounts due to the employees, including that portion of TFR (trattamento di fine rapporto) that
accrues while performing the Services. 
 “Labour Claim” means any claim (save for claims brought in bad faith or on frivolous
grounds) or litigation or social security or insurance deficiency assessment asserted against (i.e., brought, initiated or otherwise notified to) the Servicer and/or any of its Sub-contractors and/or any subcontractor and/or partner of any of its
Sub-contractors in connection with the application of Labour and Social Security Laws, to the extent that any such claims may create liability for the Italian FleetCo. 
 “Labour Payments” means any and all payments due by the Servicer and/or any of its Sub-contractors and/or any subcontractor and/or partner of any of its Sub-contractors in application of
Labour and Social Security Laws, to the extent that failure to pay any such amounts may create liability for the Italian FleetCo. 

“Law” means: 
  

	(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. 


“Lease Commencement Date” means, with respect to a Vehicle, the date on which the Vehicle Manufacturer or Dealer delivers the Vehicle to
the Lessor (or the Servicer or the Lessee on the Lessor’s behalf for the purposes of the Lessee leasing such Vehicle from the Lessor under and in accordance with the relevant Master Lease Agreement. 

“Lease Determination Date” means the day falling 2 Business Days prior to each Lease Payment Date provided that if such date is not a
Business Day, the immediately preceding Business Day. 
 “Lease Expiration Date” means, in relation to a Vehicle the subject of
a lease between the relevant Lessor and Lessee pursuant to the relevant Master Lease Agreement, the earliest to occur of: 
  

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


  
  

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	(b)	if such Vehicle is sold to a third party (including to another FleetCo or an Opco) (other than pursuant to a 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; 

  

	(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, 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 the Italian Master Lease Agreement and/or the Spanish Master 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. 

 “Lease Payment Date” means the day falling 3 Business Days prior to a Settlement Date.

 “Lease Reports” means the reports to be provided by the relevant Lessee (as defined in and in accordance with the relevant
Master Lease Agreement). 
 “Lease Term” means, in relation to any relevant Vehicle, the period from (and including) the
relevant Lease Commencement Date to (and including) the relevant Lease Expiration Date. 
 “Ledger” has the meaning given to it
in part C (Cash Management, records and information reporting) of schedule 1 to the relevant Servicing Agreement. 

“Lessee” means each lessee under the Spanish Master Lease Agreement, the Italian Master Lease Agreement and the Master German Fleet
Lease Agreement, respectively. 
 “Lessor” means each relevant FleetCo. 

“Lessor Power of Attorney” means the lessor power of attorney in the form set out in schedule 1 (Form of Lessor Power of
Attorney) to the Liquidation Agency Agreement. 
 “Liabilities” means any loss,
damage, cost, charge, claim, demand, expense, judgment, action, proceedings or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and legal fees on a full indemnity basis.
 
 “Light Truck” means a motor vehicle having at least four wheels, used for the carriage of goods (which
includes, as the case may be, semitrailer) and having a maximum weight not exceeding 3.5 metric tons.  
 “Liquidation Agency
Agreement” means the agreement between, among others, the FleetCo Security Agent, the Liquidation Agent and the FleetCos, pursuant to which the Liquidation Agent is appointed to provide liquidation agency services to the relevant FleetCo as
owner of (or the entity in possession of) the relevant vehicle fleet. 
 “Liquidation Agent” means FISERV Automotive Solutions,
Inc and any successor or replacement 

  
  

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appointed under the Liquidation Agency Agreement and which has acceded to the Framework Agreement and each FleetCo Deed of Charge in accordance with clause 11.4 (Acceding Liquidation
Agent) of the Framework Agreement. 
 “Liquidation Agent Service Commencement Notice” means the notice delivered to the
Liquidation Agent under the Liquidation Agency Agreement pursuant to which the Liquidation Agent may exercise certain rights in respect of the Vehicle Fleet. 
 “Liquidity Facility Arrangement” means a liquidity facility, liquidity asset purchase facility or similar arrangement between a Conduit Senior Noteholder and a liquidity provider pursuant
to which such Liquidity Provider agrees that from time to time it shall make available funds to the Conduit Senior Noteholder for the purpose of the Conduit Senior Noteholder subscribing for and funding the Senior Notes in accordance with the terms
of the relevant Issuer Note Issuance Facility Agreement in respect of any period. 
 “Liquidity Provider” means a bank or
financial institution which has entered into a Liquidity Facility Arrangement with a Conduit Senior Noteholder. 
 “Listing
Sponsor” means Carey Olsen Corporate Finance Limited. 
 “LMA” means the Loan Market Association. 

“LOC Pro Rata Share” means, with respect to any Issuer LC Provider as of any date, the fraction (expressed as a percentage) obtained by
dividing: 
  

	(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, 


provided that only for purposes of calculating the LOC Pro Rata Share with respect to any Issuer LC Provider as of any date, if such Issuer LC Provider
has not complied with its obligation to pay the Issuer the amount of any draw under its Issuer Letter of Credit made prior to such date, the available amount under such Issuer LC Provider’s Issuer Letter of Credit as of such date shall be
treated as reduced (for calculation purposes only) by the amount of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Issuer LC Provider has paid such amount to the Issuer and
been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce the undersigned’s actual liability in respect of any failure to pay any demand under its Issuer Letter of Credit). 

“Lowest Risk Category Vehicles” means Programme Vehicles purchased by the relevant FleetCo for each Country from: 

 

	(a)	Investment Grade Vehicle Manufacturers; and 

  

	(b)	BBB- Vehicle Manufacturers, 

 provided that:

  

	(i)	the aggregate Net Book Value of Vehicle Fleet relating to BBB- Vehicle Manufacturers does not exceed [REDACTED] per cent. of the aggregate Net Book Value of all Lowest
Risk Category Vehicles of all Countries; 

  

	(ii)	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 “Lowest Risk Category Vehicles”; and 


  
  

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

 “LPA” means the Law of Property Act 1925. 
 “Majority Senior
Noteholders” means at least 2 Senior Noteholders whose proportion of the total of all the Senior Note Principal Amount Outstanding together aggregates more than 66 2/3 per cent. 
 “Mandatory Cost” means the percentage rate per annum calculated by the Transaction Agent in accordance with schedule 4 (Mandatory Cost) to the Issuer Note Issuance Facility
Agreement. 
 “Margin Based Profit Amount” means, in respect of Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian
FleetCo in Italy (as applicable) and a Lease Determination Date, the product of: 
  

	(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. 

 “Master Definitions Agreement” means this Agreement. 
 “Master German
Fleet Lease Agreement” means the master lease agreement dated on or about the date hereof between, amongst others, Dutch FleetCo and German Opco. 
 “Master German Fleet Purchase Agreement” means the master purchase agreement dated on or about the date hereof between, amongst others, Dutch FleetCo and German Opco. 

“Master Lease Agreement” means the Master German Fleet Lease Agreement, the Italian Master Lease Agreement or the Spanish Master Lease
Agreement (as applicable). 
 “Master Lease End Date” means, in relation to a Master Lease Agreement, the earliest to occur of:

  

	(a)	any Master Lease Scheduled Expiry Date with respect to the Italian 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 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 the Italian Master Lease Agreement and (in the case of Dutch FleetCo, Spanish Branch) is clause 28.1.1 of the Spanish
Master Lease Agreement. 

 “Master Lease Extension Agreement” means, in relation to: 

 

	(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; 


  
  

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	(b)	the Italian Master Lease Agreement, an agreement executed by Italian FleetCo and 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; and 

  

	(c)	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 of
the Master German Fleet Lease Agreement will be extended subject to the Lease Expiration Date falling no later than 20 months from the Lease Commencement Date. 

 “Master Lease Extension/Renewal Agreement” means in relation to the Italian Master Lease Agreement and the Spanish Master Lease Agreement, the Master Lease Extension Agreement.

 “Master Lease Payment Default” means, in respect of any Master Lease Agreement, the occurrence of a default in the payment
of any Rent or other amount payable by the relevant Lessee under the relevant Master Lease Agreement for a period of four (4) Business Days (whether or not formally demanded). 
 “Master Lease Scheduled Expiry Date” means, in relation to the Italian Master Lease Agreement and the Spanish Master Lease Agreement, the date falling 3 calendar months after: 

 

	(a)	the Lease Commencement Date; or 

  

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

 “Master Lease Termination Event” means, in respect of the Lessee under (i) the Spanish Master Lease Agreement, (ii) the Italian Master Lease Agreement, (iii) the Master
German Fleet Lease Agreement (as applicable) (for the purposes of this definition, the “Relevant Lessee”), the occurrence of any of the following: 
  

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


 

	 	(a)	an Opco Event of Default (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 German Master Lease Agreement) an Opco Event of Default. 

 “Master Lease Termination Notice” has the meaning given to it in clause 28.2 (Termination by Notification) of the Spanish Master Lease Agreement, Clause 27.2 (Termination by
Notification) of the Italian Master Lease Agreement and Clause 25.2.7 of the German Master Lease Agreement. 
 “Material Adverse
Effect” means, in respect of each of Dutch FleetCo, Italian FleetCo and the Issuer and as the context specifies, a material adverse effect on the business, operations, assets or financial condition of such party which has resulted in, or
will result in, an inability of such party to perform and comply with its obligations under any Transaction Document to which it is a party. 

  
  

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 “Measurement Month” with respect to any date and any Country means, collectively, each of
the three periods most closely preceding such date, each of which periods shall consist of one calendar month or the smallest number of consecutive calendar months, in which: 

 

	(a)	at least 250 Eligible Vehicles owned by Dutch FleetCo in Spain, Dutch FleetCo in Germany 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 or Italian FleetCo in Italy (as
applicable) as of the last day of each such period was sold at auction or otherwise, 

 provided, however, that no calendar month
included in any Measurement Month shall be included in any other Measurement Month. 
 “Measurement Month Average” means the
lesser of: 
  

	(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 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. 

 “Minimum Drawing
Amount” means Euro 2,500,000. 
 “Monthly Accounting Reference Period” means each calendar month. 

“Monthly Central Servicer Report” means the monthly report substantially in the form set out in the Framework Agreement to be delivered
by the Central Servicer to, among others, the Transaction Agent pursuant to clause 15 (Provisions of Information and Reports) of the Framework Agreement and, if amended, amended with the prior consent of the Transaction Agent and the Central
Servicer and in form and substance satisfactory to the Transaction Agent. 
 “Monthly Input VAT Ledger” has the meaning given
to it in the schedule 1 to each of the relevant Servicing Agreements. 
 “Monthly Lease Profit Amount” means in respect of a
Vehicle on a Lease Determination Date the product of the Monthly Target Corporate Profit Amount in respect of such Lease Determination Date and the Vehicle Ratio in respect of such Vehicle and such Lease Determination Date. 

“Monthly Output VAT Ledger” has the meaning given to it in the schedule 1 to each of the relevant Servicing Agreements. 

“Monthly Risk Vehicle Loss” means the amount by which the aggregate Net Book Value of the At Risk Vehicles sold in the immediately
preceding calendar month exceeds the aggregate sale proceeds of such At Risk Vehicles. 
 “Monthly Risk Vehicle Profit” means
the amount by which the aggregate sale proceeds realised on the At Risk Vehicles in the immediately preceding calendar month exceeds the aggregate Net Book Value of such At Risk Vehicles received by the relevant FleetCo. 

“Monthly Target Corporate Profit Amount” means an amount calculated on a Lease Determination Date being the greater of (i) the
Margin Based Profit Amount in respect of such Lease Determination Date and (ii) Euro [REDACTED] in respect of such Lease Determination Date. 

  
  

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 “Moody’s” means Moody’s Investors Services Limited or any successor to its rating
business. 
 “Motor Third Party Liability Cover” means the insurance cover which is a Requirement of Law, and, even if not so
required by law, insurance protecting against liability in respect of bodily injury or death caused to third parties. 
 “Motor Third
Party Property Damage Liability Cover” means the insurance protecting against loss or damage to property belonging to third parties. 

“Negotiation Guidelines” means the criteria required in respect of the terms of the Vehicle Purchasing Agreements entered into by the
FleetCos in respect of the Vehicle Fleet in Spain and Italy, as set out in schedule 2 to the Spanish Servicing Agreement and the Italian Servicing Agreement (as applicable). 
 “Net Book Value” means, on any date with respect to each Vehicle, such Vehicle’s Capitalised Cost, minus the aggregate Depreciation Charges accrued from the date of registration of
such Vehicle to such date. 
 “New Senior Noteholder” has the meaning given to it in clause 5.1 (Increase in Senior
Noteholder Commitments) of the Issuer Note Issuance Facility Agreement. 
 “Non-Eligible Assets” means
(i) Non-Eligible Vehicles and (ii) Non-Eligible Receivables. 
 “Non-Eligible Programme Vehicle” means each Programme
Vehicle which is the subject of a Vehicle Manufacturer Programme with a Vehicle Manufacturer in respect of which a Vehicle Manufacturer Event of Default has occurred. 
 “Non-Eligible Receivables” means, in respect of Dutch FleetCo in Spain, Dutch FleetCo in Germany or Italian FleetCo in Italy, its Vehicle Manufacturer Receivables and Vehicle Dealer
Receivables that do not constitute Eligible Receivables. 
 “Non-Eligible Vehicles” means Vehicles delivered to a FleetCo that
are not Eligible Vehicles. 
 “Non-Imperative Principles” means those principles indicated as “Non-Imperative” in, as
applicable, schedule 2 of the Italian Servicing Agreement and schedule 2 of the Spanish Servicing Agreement. 
 “Non-Investment Grade
Vehicle Manufacturers” means Vehicle Manufacturers that are neither Investment Grade Vehicle Manufacturers nor BBB- Vehicle Manufacturers. 
 “Non-Programme Vehicle” means each Eligible Vehicle which is not the subject of a Vehicle Manufacturer Programme. 
 “Non-Utilisation Fee” means, in respect of each Senior Noteholder Available Commitment of a Senior Noteholder, the fee payable by the Issuer in accordance the relevant Senior Noteholder
Fee Letter. 
 “Note Certificate” means the note certificate set out in schedule 3 (Senior Note Certificate) to the
Issuer Note Issuance Facility Agreement. 
 “Notice” means any notice delivered under or in connection with any Transaction
Document. 
 “Notional Commitment” means: 
  

	(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 


  
  

66 









	(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. 

 “Ongoing Issuer Fee” means the aggregate of all
amounts due and payable by the Issuer pursuant to: 
  

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

  

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


 

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


  

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

  

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


  

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

  

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


 

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


 

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


 

	 	(i)	paragraph (l) (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); 


  
  

67 









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


 

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


 

	 	(i)	paragraph (j) (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); 

  

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


 

	 	(h)	paragraph (j) (in respect of amounts payable in respect of the Issuer Profit Amount). 

 “Onward Purchase Price” means, in respect of any Vehicle in Germany, the purchase price as 

  
  

68 








 
specified in the Purchase Offer and Lease Request payable by Dutch FleetCo to German Opco which (i) for a Vehicle (other than a German Opco Existing Fleet Vehicle) shall be equal to the
Initial Purchase Price payable by German Opco with regard to such vehicles and (if necessary) calculated by way of break-down of the aggregate price for each type of vehicles subject to the respective Purchase Offer and Lease Request or
(ii) for a German Opco Existing Fleet Vehicle, shall be equal to the Net Book Value on the Initial Funding Date for such German Opco Existing Fleet Vehicle, in each case excluding any VAT and Charge Costs. 

“Opco” means Spanish Opco, Italian Opco or German Opco (as the case may be). 
 “Opco Change of Control” means the Avis Europe Group ceasing to (x) own directly or indirectly at least 100 per cent. of the share capital of Finco, Avis Europe or any Opco,
(y) have the right or ability to cast at least 100 per cent. of the votes capable of being cast in shareholders’ general meetings of Finco, Avis Europe or any Opco or (z) have the right or ability to appoint or remove all
directors (or equivalent officers) of the board of directors (or equivalent body) of Finco, Avis Europe or any Opco or to give directions with respect to the operating and financial policies of any Opco with which the directors or other equivalent
officers of Finco, Avis Europe or such Opco (as applicable) are obliged to comply. 
 “Opco Event of Default” means an event of
default as set out in part 3 (Opco Events of Default) of schedule 4 (Events of Default) to the Framework Agreement. 

“Opco Repurchase Price” means, in respect of any Vehicle in Germany, the repurchase price payable by German Opco to Dutch FleetCo which
(i) for a Programme Vehicle shall be equal to the Vehicle Manufacturer Repurchase Price, less any VAT and (ii) for Non-Programme Vehicles, the Estimated Sales Price in respect of that Vehicle, less any VAT. 

“Operating Documents” means (taking account of the fact that certain documents will only be entered into and/or be effective after the
date hereof): 
  

	(i)	the Italian Master Lease Agreement; 

  

	(ii)	the Spanish Master Lease Agreement; 

  

	(iii)	the Master German Fleet Lease Agreement; 

  

	(iv)	the Master German Fleet Purchase Agreement; 

  

	(v)	the German Trust Agreement; 

  

	(vi)	the Italian Servicing Agreement; 

  

	(vii)	the Italian Mandate Agreement; 

  

	(viii)	the VAT Loan Agreement; 

  

	(ix)	the Italian VAT Sharing Agreement; 

  

	(x)	the Italian Income Tax Consolidation Agreement; 

  

	(xi)	the Italian FleetCo Shareholders Agreement; 

  

	(xii)	the Spanish Servicing Agreement; 

  

	(xiii)	the Spanish Account Bank Agreement; 

  

	(xiv)	the German Account Bank Agreement; 

  

	(xv)	the German Custody Agreement; 


  
  

69 









	(xvi)	the Italian Account Bank Agreement; 

  

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

  

	(xviii)	the Liquidation Agency Agreement; 

  

	(xix)	the Central Servicing Agreement; 

  

	(xx)	the Finco Payment Guarantee; 

  

	(xxi)	the Avis Europe Payment Guarantee; 

  

	(xxii)	the Parent Performance Guarantee; and 

  

	(xxiii)	any other documents to which Dutch 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. 

 “Original Financial Statements” means:

  

	(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 Italian Opco, its audited financial statements for its financial year ended 31 December 2011. 


“Original FleetCo Advance Drawdown Date” means, in respect of a FleetCo Advance, the date of FleetCo Advance drawdown as specified in
the relevant FleetCo Advance Drawdown Notice. 
 “Original Scheduled Amortisation Commencement Date” means the date starting
from and including the date falling on the third anniversary of the Initial Funding Date. 
 “outstanding” means, in relation
to the Senior Notes or a FleetCo Advance (as applicable) other than: 
  

	(a)	those which have been redeemed in accordance with the Issuer Note Issuance Facility 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 and the
relevant FleetCo Facility Agreement (as applicable) has occurred and for which the redemption moneys or repayment moneys (including, in each case, all interest accrued thereon to the date for such redemption or repayment (as applicable)) have been
duly paid to the FleetCo Security Agent, the Issuer Cash Manager, the Transaction Agent (as applicable) and (following the occurrence of an Issuer Enforcement Event) the Issuer Security Trustee, in the manner provided for in the Issuer Note Issuance
Facility Agreement and the relevant FleetCo Facility Agreement (as applicable) and remain available for payment in accordance with the Issuer Note Issuance Facility Agreement and the relevant FleetCo Facility Agreement (as applicable);



  
  

70 









	(c)	those which have been purchased and surrendered for cancellation as provided in the Issuer Note Issuance Facility Agreement and the relevant FleetCo Facility Agreement
(as applicable) and notice of the cancellation of which has been given to 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 and the relevant FleetCo Facility Agreement (as applicable); and


 provided that for each of the following purposes in respect of the Issuer Note Issuance Facility Agreement: 

 

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


 

	(f)	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 

  

	(g)	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); 


those Senior Notes which are for the time being held by or on behalf of or for the benefit of the Issuer or any member of the Avis Group or any Affiliate
of the Avis Group shall (unless and until ceasing to be so held) be deemed not to remain outstanding. 
 “Parallel Debt” means
the German Parallel Debt or the Spanish Parallel Debt, as applicable. 
 “Parent” means Avis Budget Car Rental, LLC.

 “Parent Change of Control” means (a) ABG shall at any time cease to own or control, directly or indirectly, greater
than 50 per cent. of the Voting Stock of the Parent or (b) any of the Opcos is no longer indirectly wholly-owned by the Parent. 

“Parent Event of Bankruptcy” shall be deemed to have occurred with respect to the Parent if: 

 

	(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 



  
  

71 









	 	
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.


 “Parent Event of Default” means any of the following: 

 

	(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 Italian Opco (as applicable) and (2) the Spain Repayment Option (in respect of Spanish Opco) or the Italy Repayment Option (in respect of
Italian 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. 


“Parent Performance Guarantee” means the irrevocable guarantee and indemnity from the Parent in favour of the relevant FleetCo in
respect of the obligations (other than payment obligations) of each Opco under the Transaction Documents to which such Opco is a party. 

“Participating Member State” means any member state of the European Union that adopts or has adopted, and in each case continues to
adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. 

“Party” means, when used in an agreement, deed or other document, a party to that agreement, deed or other document. 

“Passenger Car” means a motor vehicle having at least four wheels, used for the carriage of passengers and comprising no more than seven
seats including the driver’s seat. 
 “Payment” means, in respect of any Liabilities (or any other liabilities or
obligations), a payment, prepayment, repayment, redemption, defeasance or discharge of those Liabilities (or other liabilities or obligations). 

“Payment Confirmation Date” means, in respect of all outstanding Senior Advances and all outstanding Subordinated Advances, the date
falling 5 Business Days prior to the relevant Settlement Date. 
 “Payment Netting” means: 

 

	(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. 


  
  

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 “Permitted Investments” means: 

 

	(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, 

 in each
case, in respect of which the Issuer Cash Manager has been instructed to invest in and in respect of which it is able to invest in. 

“Permitted Subordinated Debt Payments” means the payments, receipts and set-offs permitted by paragraph 5.3 (Permitted Subordinated
Debt Payments) of the Issuer Intercreditor Terms as long as they are so permitted. 
 “Person” means any individual,
company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality. 

“Potential Event of Default” means any event which (with the expiry of a grace period, the giving of notice or the making of any
determination under the relevant Transaction Documents or any combination of any of the foregoing) could constitute an Event of Default. 

“Potential Master Lease Termination Event” means any event which, but for the passage of time or the giving of notice or any combination
thereof, would constitute a Master Lease Termination Event. 
 “Potential Servicer Termination Event” means any event which but
for the passage of time or the giving of notice or any combination thereof would constitute a Servicer Termination Event. 

“Pre-Closing Measurement Month Average” means the percentages set out in Schedule 2 (Pre-Closing Measurement Month Average)
hereto. 
 “Privacy Code” means Italian Legislative Decree number 196 of 30 June 2003, as amended and supplemented from
time to time. 
 “Proceedings” means any legal action or proceedings relating to a Dispute. 

“Programme Maximum Term” means, where applicable in relation to a Programme Vehicle, the maximum holding period (if any) specified under
the relevant Vehicle Manufacturer Buy-Back Agreement or the relevant Vehicle Dealer Buy-Back Agreement after the expiry of which such Programme Vehicle would cease to be eligible for repurchase or sale at auction by the relevant Vehicle Manufacturer
or Vehicle Dealer, as applicable (as such maximum holding period shall be notified on an annual basis by the relevant Servicer to the relevant FleetCo). 
 “Programme Minimum Term” means, where applicable in relation to a Programme Vehicle, the minimum holding period (if any) specified under the relevant Vehicle Manufacturer Buy-Back
Agreement or the relevant Vehicle Dealer Buy-Back Agreement in order for such Programme Vehicle to be eligible for repurchase or sale at auction by the relevant Vehicle Manufacturer or Vehicle Dealer, as applicable. 

“Programme Vehicle” means each Eligible Vehicle which is the subject of: (i) a Vehicle Manufacturer Buy-Back Agreement which
contains all the Buy-Back Minimum Principles or (ii) a Vehicle Dealer Buy-Back Agreement to the extent that such Eligible Vehicle is subject to a Vehicle Manufacturer Guarantee. 

  
  

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 “Programme Vehicle Special Default Payments” means the amount of any Excess Damage Charges
and/or Excess Mileage Charges applicable to a Programme Vehicle calculated by the relevant Servicer as of: 
  

	(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)	as of 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 Manufacturer or Vehicle Dealer to the relevant FleetCo but for the occurrence of an event or circumstance which, if not remedied within the relevant grace period,
would become a Vehicle Manufacturer Event of Default. 

 “Public Deed of Pledge over Vehicles” means the vehicle
pledge dated on or about the date hereof.in respect of the Spanish Vehicle fleet and entered into by Dutch FleetCo, Spanish Branch, the Issuer and Spanish Opco. 
 “Purchase and Lease Confirmation” has the meaning given to it in clause 3.3 of the Master German Fleet Purchase Agreement. 
 “Purchase Offer and Lease Request” has the meaning given to it in clause 3.1 of the Master German Fleet Purchase Agreement. 
 “Qualifying Senior Noteholder” means with respect to any relevant Senior Note, any person which is: 
  

	(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. 


“Quoted Eurobond WHT Form” means a form, substantially in the form of Schedule 9 to the INIFA, provided by a Senior Noteholder in
accordance with the INIFA. 
 “Rapid Amortisation Commencement Date” means the date of the service of a Rapid Amortisation
Notice by the Transaction Agent to the Issuer and the Issuer Security Trustee. 
 “Rapid Amortisation Event” means the
occurrence of any of the following 
  

	(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; 


  
  

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	(v)	a Central Servicer Event of Default; 

  

	(vi)	a German Opco Event of Default; 

  

	(vii)	a Subordinated Lender Event of Default; 

  

	(viii)	a Finco Guarantor Event of Default; 

  

	(ix)	an Avis Europe Event of Default; 

  

	(x)	a Parent Event of Default; 

  

	(xi)	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;


  

	(xii)	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; or 

  

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


 

	(xiii)	a Servicer Termination Event; and 

  

	(xiv)	the termination of the appointment of the Liquidation Agent (including as a result of no liquidation plan being agreed to the satisfaction of the Transaction Agent on
or prior to the date falling 120 days after the Initial Funding Date) if no replacement Liquidation Agent satisfactory to the Transaction Agent has been appointed within 60 days of such termination. 


“Rapid Amortisation Notice” means the notice to be delivered by the Transaction Agent to the Issuer and the Issuer Security Trustee
following the occurrence of a Rapid Amortisation Event. 
 “Rapid Amortisation Period” means the period starting from and
including the Rapid Amortisation Commencement Date. 
 “Rating Agencies” means Standard & Poor’s, Moody’s,
Fitch, DBRS and any other internationally recognised rating agency approved by the Transaction Agent and “Rating Agency” means any one of them. 
 “Rating Agency Affirmation” means, for so long as any Senior Notes are rated by one or more Rating Agency, with respect to any specified action, determination or appointment, receipt by
the Issuer (and sent to the Issuer Security Trustee and the Transaction Agent) of written confirmation (or such other method of confirmation which may be agreed from time to time with the relevant Rating Agency) from the relevant Rating Agency, that
such specified action, determination or appointment will not result in the reduction, or withdrawal, of the ratings then assigned to the Senior Notes. 
 “Receiver” means a receiver and manager or other receiver (and may be a person or persons) appointed in respect of the Issuer Secured Property or FleetCo Secured Property (as the case may
be) and shall, if allowed by law, include an administrative receiver. 

  
  

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 “Recoveries” means the Senior Recoveries or the Subordinated Recoveries. 

“Redesignation Amounts” means, in relation to a Vehicle following its redesignation in accordance with clause 22 of the Master German
Lease Agreement, clause 24 of the Italian Master Lease Agreement or clause 25 of the Spanish Master Lease Agreement, an amount (which may positive or negative) equal to: 

 

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

 minus 
  

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

 “Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Transaction Agent at its request by the Reference Banks as the
rate at which the relevant Reference Bank could borrow funds in the European interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market
size in that currency and for that period. 
 “Reference Banks” means Crédit
Agricole Corporate and Investment Bank, and the Initial Senior Noteholders that are financial institutions or such other banks as may be appointed by the Transaction Agent in consultation with the Central Servicer.  

“Register” means the register maintained by the Registrar outside the United Kingdom in respect of the Senior Notes in accordance with
the Issuer Note Issuance Facility Agreement and substantially in the form set out in Schedule 8 (Form of the Register) thereto. 

“Registered Holder” has the meaning given to it in clause 2.3 (Entries in Register conclusive) of the Issuer Note Issuance
Facility Agreement. 
 “Registrar” means in respect of the Issuer, in relation to the Senior Notes, Deutsche Bank Luxembourg
S.A. and/or, if applicable, any successor registrar in relation to such Senior Notes. 
 “Regulatory Direction” means, in
relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply. 
 “Rejected Vehicle” means a Vehicle rejected by the Lessee under clause 28 of the Italian Master Lease Agreement or clause 29 of the Spanish Master Lease Agreement. 

“Rejected Vehicle Schedule” means a schedule substantially in the form set out in schedule 3 (Rejected Vehicle Schedule) of the
relevant Servicing Agreement. 
 “Related Month” means, when used (a) with respect to any FleetCo Payment Date, Lease
Payment Date (including for the purpose of the definition of “Variable Rent”) or Lease Determination Date, the most recently ended calendar month); and (b) with respect to any other date, the calendar month in which such date occurs.

 “Related Opco” means: 
  

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

  

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


  
  

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 “Relevant Conduit CP Rate” means, in respect of
an Interest Period and a Conduit Senior Noteholder:  
  

	(i)	the weighted average funding cost of the commercial paper issued by such Conduit Senior Noteholder 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; and 

  

	(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 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. 

 “Relevant Excess Concentration Amount” means, on any date, in respect of
each limit set out in the definition of “Concentration Limit”, using the Concentration Limit Order of Calculation, an amount equal to: 
  

	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,


 less 
  

	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 

 or zero if such amount if negative, 

provided that: 
  

	(a)	any such excess is allocated on a pro rata basis to (A) the Borrower Vehicle Fleet NBV of Eligible Vehicles used for the purposes of calculating such limit in each
Country and (B) to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles; and 

  

	(b)	the Borrower Vehicle Fleet NBV used in the calculation of this definition shall be reduced by any excess calculated in relation to the same Eligible Vehicles at any
preceding level in accordance with the Concentration Limit Order. 

 “Relevant Interbank Market” means the
European interbank market. 
 “Relevant Jurisdiction” means, in relation to an Avis Obligor, a FleetCo or the Issuer, its
jurisdiction of incorporation and (in respect of Dutch FleetCo) Spain and/or Germany (as applicable). 
 “Relevant Liabilities”
means: 
  

	(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. 


“Relevant Person” means Spanish Opco (in its capacity as the relevant Lessee and relevant Servicer), Italian Opco (in its capacity as
the relevant Lessee and relevant Servicer), Central Servicer, German Opco (in its capacity as the relevant Lessee), Dutch FleetCo, Italian FleetCo or the Issuer (as applicable). 

  
  

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 “Relevant Senior Noteholder Commitment” means, in respect of: 

 

	(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.


 “Relevant Senior Noteholder Percentage” means in respect of any Senior Noteholder, the percentage determined
by (i) dividing its Relevant Senior Noteholder Commitment at such time by the aggregate of the Total Senior Noteholder Commitments of all Senior Noteholders at such time and (ii) multiplying the product thereof by one hundred (100).

 “Relevant Third Party” means the Issuer Account Bank, any FleetCo Account Bank, the Dutch FleetCo Spanish Account Bank
Operator, the Dutch FleetCo German Account Bank Operator, the Issuer Cash Manager, the FleetCo Back-up Cash Managers, the Issuer Corporate Services Provider, the FleetCo Holdings Corporate Services Provider, any Dutch FleetCo Corporate Services
Providers, the Registrar, the Transaction Agent and (for the purposes of clause 27.1.3 (Non-petition Against the Conduit Senior Noteholders) of the Framework Agreement only) any Conduit Senior Noteholder. 

“Relevant Transaction Documents” means: 
  

	(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. 

 “Remaining Senior Noteholder” has the meaning given to it in clause 5.1.5 (Increase in Senior Noteholder Commitments) of the relevant Issuer Note Issuance Facility Agreement.

 “Rent” means, in relation to a FleetCo, the aggregate Base Rent (or, in the case of Germany, German Base Rent) plus the
aggregate Variable Rent payable to it by the relevant Lessee under the relevant Master Lease Agreement. 
 “Replacement Credit
Agreement” means any credit agreement or similar facility entered into by Avis Budget Holdings, LLC, the Parent and/or any affiliate of either entity, that refinances or replaces the Credit Agreement, as such replacement credit agreement
may be amended, restated, modified, supplemented or waived from time to time in accordance with its terms. 
 “Replacement Senior
Noteholder” has the meaning given to such term in clause 21.5 (Replacement Senior Noteholder) of the Issuer Note Issuance Facility Agreement and is a Conduit or a Financial Institution which enters into a relevant Senior Noteholder
Accession Deed. 
 “Reporting Date” means the date falling 5 Business Days before a Settlement Date. 

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. 

“Repurchase Offer and Lease Termination Notice” has the meaning given to such term under clause 5.1 of the Master German Fleet Purchase
Agreement. 
 “Requirement of Law” in respect of any person means: 

 

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


  
  

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	(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, 

 in each case applicable to or binding upon that person or to which that person is subject or with which it is customary for it to comply. 
 “Reservations” means 
  

	(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. 


“Revolving Period” means, subject to the terms of the Issuer Note Issuance Facility Agreement, the period when Senior Advances will be
available, being a period commencing on the Initial Funding Date and ending on the earliest to occur of: 
  

	(i)	the Scheduled Amortisation Commencement Date; and 

  

	(ii)	the Rapid Amortisation Commencement Date. 


“S&P” means Standard & Poor’s Ratings Services (a division of The McGraw-Hill Companies, Inc.) or any successor to its
rating business. 
 “Scheduled Amortisation” has the meaning given to it in clause 5 (Scheduled Amortisation) of the
Framework Agreement. 
 “Scheduled Amortisation Commencement Date” means the Original Scheduled Amortisation Commencement Date
or, if extended in accordance with clause 5.1 (Extension of Revolving Period) of the Framework Agreement, such later date as agreed in writing between the Central Servicer and the Transaction Agent. 

“Scheduled Amortisation Period” means the period starting from the Scheduled Amortisation Commencement Date and ending on the earliest
to occur of: 
  

	(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. 

 “Screen
Rate” means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be
available, the Transaction Agent may specify another page or service displaying the appropriate rate after consultation with the Central Servicer and the Senior Noteholders. 

  
  

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 “Security” means all or any of the Security Interests created or expressed to be created
from time to time constituted by or pursuant to, or evidenced by, the Security Documents. 
 “Security Document” means each of
the Issuer Security Documents, the FleetCo Security Documents and any other document designated a Security Document by the Issuer Security Trustee or the FleetCo Security Agent. 
 “Security Interest” means: 
  

	(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. 


“Senior Advance” means the principal amount made available to the Issuer under the Issuer Note Issuance Facility Agreement. 

“Senior Advance Drawdown Date” means the date of funding of each Senior Advance by the Senior Noteholders pursuant to the relevant
Senior Advance Drawdown Notice. 
 “Senior Advance Drawdown Notice” means a notice substantially in the relevant form set out
in the Framework Agreement pursuant to which the Issuer irrevocably requests one or more funding of Senior Advance(s) under the Issuer Note Issuance Facility Agreement. 
 “Senior Advance Interest Period” means, in respect of a Senior Advance: 
  

	(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.


 “Senior Advance Margin” means: 

 

	(i)	if the Senior Notes are not rated by any Rating Agency approved by the Transaction Agent or if the Senior Notes (if rated) are not rated at least “A” by DBRS,
[REDACTED] and 

  

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

 “Senior Advance Repayment” means in relation to a
repayment of an amount of principal of the relevant Senior Note, a payment of principal made by the Issuer to the relevant Senior Noteholder on the Senior Advance Repayment Date of such Senior Advance. 

“Senior Advance Repayment Date” means, in respect of a Senior Advance, the repayment date of such advance. 

“Senior Issuer Debt” means the Senior Noteholder Debt and the Issuer Hedging Debt. 

“Senior Issuer Discharge Date” means the time when the Transaction Agent (following


  
  

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confirmation in writing by each of the Issuer Secured Creditors in respect of the Senior Issuer Debt (if any) owed to it) notifies the Issuer, the Issuer Security Trustee and the Issuer Secured
Creditors in writing that it is satisfied that all Senior Issuer Debt has been fully and irrevocably paid or discharged and all commitments of the Issuer Secured Creditors in respect of the Senior Issuer Debt have expired or been cancelled.

 “Senior Issuer Finance Parties” means the Senior Noteholders and the Issuer Hedge Counterparties (if any). 

“Senior Issuer Transaction Documents” means the Issuer Note Issuance Facility Agreement and the Issuer Hedging Agreements. 

“Senior Note Principal Amount Outstanding” means, on any date in respect of a Senior Note, the current principal amount outstanding of
such Senior Note as reflected on the Register on such date. 
 “Senior Noteholder” means each holder of any Senior Notes,
including the Initial Senior Noteholders and any Senior Noteholder which accedes to the Issuer Note Issuance Facility Agreement, the Framework Agreement and the Issuer Deed of Charge as specified in the Register from time to time. 

“Senior Noteholder Accession Deed” means an accession agreement substantially in the form of part 2 (Form of Senior Noteholder
Accession Deed) of schedule 6 (Forms of Accession Deed) of the Framework Agreement. 
 “Senior Noteholder Available
Commitment” means, at any relevant time with respect to a Senior Noteholder, its Senior Noteholder Commitment less the Senior Noteholder Principal Amount Outstanding under the relevant Senior Notes subscribed by it. 

“Senior Noteholder Commitment” means, in respect of each Senior Noteholder, the amount set out in the relevant Senior Noteholder Fee
Letter. 
 “Senior Noteholder Commitment Increase Request Amount” has the meaning given to it in clause 5.1.3 (Increase in
Senior Noteholder Commitments) of the Issuer Note Issuance Facility Agreement. 
 “Senior Noteholder Debt” means all
present and future moneys, debts and liabilities due, owing or incurred from time to time by the Issuer to any Senior Noteholder under or in connection with any Issuer Transaction Document, (in each case, whether alone or jointly, or jointly and
severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise). 
 “Senior
Noteholder Decisions” has the meaning given to it in schedule 5 (Amendments and Waiver Consent Requirements) to the Framework Agreement. 
 “Senior Noteholder Group” has the meaning given to it in clause 21.6 (Senior Noteholder Groups) of the Issuer Note Issuance Facility Agreement. 

“Senior Noteholder Fee Letter” means, in respect of each Senior Noteholder, a letter, the form of which is set out in schedule 2 to the
Issuer Note Issuance Facility Agreement. 
 “Senior Noteholder Minimum Drawing Amount” means, with respect to each Senior
Noteholder, Euro 100,000. 
 “Senior Notes” means the senior variable funding notes issued from time to time pursuant to the
Issuer Note Issuance Facility Agreement. 

  
  

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 “Senior Notes Maximum Amount” means an amount equal to: 

 

	(a)	the aggregate of: 

  

	 	(i)	the Combined Eligible Country Asset Value; and 

  

	 	(ii)	the Issuer Reserves; 

 less 

 

	(b)	the aggregate of the Credit Enhancement Required Amount. 

 “Senior Recoveries” means the aggregate of all moneys and other assets received or recovered (whether by way of payment, repayment, prepayment, distribution, redemption, purchase or
defeasance, in cash or in kind, or the exercise of any set-off or otherwise) from time to time by any Senior Noteholders or Issuer Hedge Counterparties under or in connection with any Senior Issuer Debt. 

“Servicer” means the Spanish Servicer, the Italian Servicer or the Central Servicer (as applicable), together with any successor or
replacement appointed in accordance with the relevant Servicing Agreement or Central Servicing Agreement (as applicable). 
 “Servicer
Fee” means in relation to a FleetCo, the fee payable to the relevant Servicer pursuant to clause 10 of the Italian Servicing Agreement, clause 12 of the Spanish Servicing Agreement and clause 10 of the Central Servicing Agreement.

 “Servicer Records” means the original and/or any copies of all relevant documents and records, in whatever form or medium,
including all computer tapes, files and discs, relating to the Services, including, without limitation, Insurance Policies and an up-to date list of all Sub-contractors retained by the relevant Servicer specifying their role and their contact
details, which list shall include all custodians of Vehicle Documents, transporters of Vehicles, repairers of Vehicles and providers of parking space. 
 “Servicer Termination Date” means, in respect of a Servicer, the date on which the Servicer’s appointment is terminated in accordance with the terms of the relevant Servicing
Agreement. 
 “Servicer Termination Event” has, in respect of the Spanish Servicer, the Italian Servicer or the Central
Servicer, the meaning given to it in clause 14.1(B) of the Spanish Servicing Agreement, clause 13.1(B) of the Italian Servicing Agreement and clause 13.1 of the Central Servicing Agreement respectively. 

“Servicer Termination Notice” means the notice served by the FleetCo Security Agent to the Spanish Servicer, the Italian Servicer or the
Central Servicer (as applicable) pursuant to clause 13.1 (Termination by notification) of the relevant Servicing Agreement. 

“Services” means, in respect of a Servicer, the services to be provided by the Servicer set out in schedule 1 (Services) of the
relevant Servicing Agreement to which such Servicer is a party and any other service obligations under the Relevant Transaction Documents and in relation to the services provided by Italian Opco to Italian FleetCo, the services set out in the
Italian Mandate Agreement. 
 “Service Vehicles” means any Vehicle which is not intended to be rented to a customer of Opco as
part of its daily rental business including, without limitation, any Vehicle which is used by an Opco for transportation of either its customers or vehicles, provided that, for the avoidance of doubt, Vehicles used by the employees of any Avis
Europe Group member shall not be Service Vehicles. 
 “Servicing Agreement” means the Spanish Servicing Agreement, the Italian
Servicing Agreement or the Central Servicing Agreement (as applicable). 

  
  

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 “Servicing Transfer Event” means: 

 

	(a)	in Italy and Spain, the fulfilment of each of the following conditions: (i) the occurrence of a Servicer Termination Event in respect of the Italian 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; and (iii) the FleetCo Security Agent determines to serve a Servicer
Termination Notice to the relevant Opco; and 

  

	(b)	in Germany, 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 German Opco; and (iii) the FleetCo Security Agent determines to serve a Servicer Termination Notice to the Central
Servicer. 

 “Settlement Date” means, in respect of each Calculation Period that ends on the
last day of the relevant calendar month, the date falling on the 20th of the calendar month immediately following the end of such Calculation Period, and, if such date is not a Business Day, the next Business Day and, for the avoidance of doubt, the first Settlement Date
shall be in April 2013. 
 “Signing Date” means 5 March 2013. 
 “Spain Repayment Option” means, in respect of a TRO Default, the Country Repayment Option applicable to Spanish Opco and Dutch FleetCo, Spanish Branch, as more particularly set out in
clause 6 (Country Repayment Option) of the Framework Agreement. 
 “Spain TRO Power of Attorney” means the power of
attorney dated on or about the date hereof and granted by the Issuer to the attorneys specified therein in respect of the disposal of the Vehicle Fleet in Spain following the exercise of the Spain Repayment Option. 

“Spanish Account Bank Agreement” means the account bank agreement between, among others, Dutch FleetCo and the Dutch FleetCo Spanish
Account Bank. 
 “Spanish Account Mandate” has the meaning given to it in clause 4.1 of the Spanish Account Bank Agreement.

 “Spanish Civil Procedural Law” means Law 1/2000 of 7 January (Ley de Enjuiciamiento Civil); 

“Spanish FleetCo Deed of Charge” means the English law deed of charge pursuant to which, among other things, Dutch FleetCo, Spanish
Branch assigns, pledges and otherwise creates a security over all its rights and interests in and to each of the English Transaction Documents to which it is a party, in favour of the FleetCo Security Agent. 

“Spanish FleetCo Secured Creditors” means the Issuer, the Dutch FleetCo Spanish Account Bank, the Dutch FleetCo Spanish Account Bank
Operator, the FleetCo Spanish Back-up Cash Manager, the Central Servicer, the Spanish Servicer, the Liquidation Agent and the FleetCo Security Agent (including any Receiver or Appointee thereof). 

“Spanish Master Lease Agreement” means, the master lease agreement dated on or about the date hereof entered into by, amongst others,
Dutch FleetCo and Spanish Opco. 
 “Spanish Public Document” means a documento público, being an escritura
pública, póliza or efecto intervenido por fedatario public. 
 “Spanish Obligor” means Spanish
Opco and Dutch FleetCo, acting through its Spanish branch. 

  
  

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 “Spanish Opco” means Avis Alquile un Coche S.A. 

“Spanish Opco Event of Default” means an Event of Default in respect of Spanish Opco as the Relevant Person. 

“Spanish Parallel Debt” has the meaning given to it in clause 16 (Parallel Debt) to the Framework Agreement. 

“Spanish Servicer” means Spanish Opco. 
 “Spanish Servicing Agreement” means the servicing and cash management agreement dated on or about the date hereof between, among others, Dutch FleetCo, Spanish Branch and Spanish Opco in
respect of Dutch FleetCo, Spanish Branch’s operations in Spain. 
 “Spanish Transaction Document” means any Transaction
Document expressed to be governed by Spanish law. 
 “Spanish Vehicle Documents” means, in respect of Vehicles in Spain, the
keys and spare keys to the Vehicles and the registration and technical documents regarding the Vehicles (Permiso de Circulación and Tarjeta de Características Técnicas). 

“Specified Business Day” means a day (other than Saturday or Sunday) on which banks are generally open for business in London, New York,
Paris, Frankfurt am Main, Madrid and Milan. 
 “Specified Office” means, in relation to a Registrar any office notified in
accordance with the relevant Issuer Note Issuance Facility Agreement. 
 “Standard & Poor’s” or
“S&P” means Standard & Poor’s Rating Services, a division of Standard & Poor’s Credit Markets Service Europe Limited or any successor to its European rating business. 

“Sub-contractor” means any sub-contractor, sub-agent, delegate or representative appointed in accordance with clause 4 of the Italian
Servicing Agreement, clause 5 of the Spanish Servicing Agreement or clause 5 of the Central Servicing Agreement. 
 “Subordinated
Advance Drawdown Notice” means a notice substantially in the relevant form set out in the Framework Agreement pursuant to which the Issuer irrevocably requests one or more funding of Issuer Subordinated Advances under the Issuer
Subordinated Facility Agreement. 
 “Subordinated Debt” means all present and future moneys, debts and liabilities due, owing
or incurred from time to time by the Issuer to the Subordinated Lender (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

 “Subordinated Lender” means Avis Finance Company Limited, a private limited company incorporated in England and Wales, as
lender to the Issuer under the Issuer Subordinated Facility Agreement. 
 “Subordinated Lender Event of Default” means any of
the following: 
  

	(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 Italian Opco or Spanish 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 or (in respect of Italian Opco) the Italy 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 



  
  

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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 122a) 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 122a); and 

  

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


“Subordinated Recoveries” means the aggregate of all moneys and other assets received or recovered (whether by way of payment,
repayment, prepayment, distribution, redemption, purchase or defeasance, in cash or in kind, or the exercise of any set-off or otherwise) from time to time by any Subordinated Lender under or in connection with any Subordinated Debt. 

“Subscriber’s Cost of Funds” means, in respect of an Interest Period: 

 

	(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)	through the ABCP Market, the Relevant Conduit CP Rate for such Conduit Senior Noteholder during such Interest Period; 


 

	 	(b)	the weighted average rate of interest applicable to the relevant Conduit Senior Noteholder for issuing 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)	to the extent that such Conduit Senior Noteholder funds its subscription, purchase and/or holding of the its Senior Note held by it during such Interest Period through
drawings under a Liquidity Facility Arrangement: 

  

	 	(x)	following an ABCP Market Disruption, the product of: 

  

	 	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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	 	    	provided that, in the six months prior to the date on which the ABCP Market Disruption first occurred, such Conduit Senior Noteholder had issued ABCP to finance the
Senior Notes held by it; 

  

	 	(y)	for any reason other than those stated in paragraphs (c)(x) and (c)(z) 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 


 

	 	(z)	through drawings under a Liquidity Facility Arrangement 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. 

 “Subsidiary” means, in relation to any company, corporation or legal entity (a “holding company”), any company, corporation or legal entity: 

 

	(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. 

 and, for these purposes, a company, corporation or legal entity shall be treated as being controlled by another if that other company, corporation or legal entity is able to direct its affairs and/or to
control the composition of its board of directors or equivalent body. 
 “Substitute Issuer Cash Manager” means any entity
which is appointed to perform the Issuer Cash Management Services in place of the Issuer Cash Manager pursuant to clause 11.3 (Substitute Issuer Cash Manager) or clause 11.4 (Condition to Resignation or Termination) of the Issuer Cash
Management Agreement and which satisfies the conditions set out in clause 12.6 (Conditions to Appointment of Substitute Issuer Cash Manager) of the Issuer Cash Management Agreement. 
 “TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November
2007. 
 “TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro. 

“Tax” and “tax” means any tax, levy, impost, duty, assessment or other charge or withholdings of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay in paying the same). 
 “Tax
Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function. 

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax. 

“Tax Deduction” means a deduction or withholding for or on account of Tax other than a FATCA Deduction. 

  
  

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 “Tax Deed of Covenant” means the tax deed of covenant dated on or about the date hereof
between, among others, the FleetCos, the Opcos, the FleetCo Security Agent, the Issuer and the Issuer Security Trustee, pursuant to which the FleetCos, the Opcos and the Issuer represent, warrant and undertake in respect of certain tax matters.

 “Tax Payment” means either the increase in any payment made by the Issuer to a Senior Noteholder or by a FleetCo to the
Issuer under the relevant tax gross-up provisions in the relevant Issuer Transaction Documents or FleetCo Transaction Documents (as applicable) or any amount payable under any tax indemnity provisions under the relevant Issuer Transaction Documents
or FleetCo Transaction Documents (as applicable). 
 “Termination Value” means, in relation to a Vehicle and at any time, an
amount equal to the Net Book Value of such Vehicle at such time. 
 “Third Party Holder” means Spanish Opco in its capacity as
third party holder under the Third Party Holding Agreement. 
 “Third Party Holding Agreement” means the holding agreement
dated on or about hereof in respect of the Spanish Vehicle fleet in respect of the Public Deed of Pledge and entered into between Spanish Opco, Dutch FleetCo, Spanish Branch and the Issuer. 
 “Third Party Insolvency Event” means in respect of a Relevant Third Party, the occurrence of any of the following under any applicable law: 

 

	(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; 


 

	 	(iii)	or 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; or


  

	(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 


  
  

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	(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. 

 “Third Party Insolvency Proceeding” means any corporate action, legal proceedings or other procedure or step is taken in relation to: 

 

	(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; or 


 

	(f)	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), 

 or any analogous procedure or
step is taken in respect of the Relevant Third Party in any jurisdiction. 

  
  

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 In respect of a Relevant Third Party in Spain, a reference in this definition to: 

 

	(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. 
 “Third Party Purchase Price” means the amount paid by a
Vehicle Manufacturer, Vehicle Dealer or any other third party purchaser on the sale of a Non-Programme Vehicle by German Opco to that person, plus VAT. 
 “Third Party Purchase Price VAT Amount” shall have the meaning as ascribed to such term in clause 6.6 of the Master German Fleet Purchase Agreement. 

“Total Senior Noteholder Commitments” means €500 million on the Initial Funding Date
as increased or decreased pursuant to clause 5 (Increase in and Intra-Senior Noteholder Group Transfer of Senior Noteholder Commitments) of the Issuer Note Issuance Facility Agreement.  

“Transaction Agent” means Crédit Agricole Corporate and Investment Bank. 

“Transaction Agent Fee Letter” means the fee letter between the Initial Senior Noteholders and
CACIB in respect of CACIB’s appointment as the Transaction Agent and the FleetCo Security Agent. 
 “Transaction
Documents” means the Issuer Transaction Documents, the FleetCo Transaction Documents and the Avis Europe Payment Guarantee. 

“Transaction Party” means any Party to any Transaction Document. 
 “Treasury Transaction” means any currency or interest rate purchase, cap or collar agreement, forward rate agreement, interest rate agreement, index linked agreement, interest rate or
currency or future or option contract, foreign exchange or currency purchase or sale agreement, interest rate swap, currency swap, basis rate swap or combined similar agreement or any derivative transaction protecting against or benefiting from
fluctuations in any rate, index or price. 
 “TRO Defaults” means the Potential
Events of Default in relation to which the Italy Repayment Option and/or Spain Repayment Option are available.  
 “TRO
Proceeds Confirmation” means the confirmation by the Issuer (or the Issuer Cash Manager on its behalf) to the Central Servicer, Finco and the Transaction Agent that the Issuer has received: 

 

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


 

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


“Turn-back Date” means, in relation to a Programme Vehicle, the date on which such Programme Vehicle is returned to and accepted by the
relevant Vehicle Manufacturer or Vehicle Dealer pursuant to the terms of the relevant Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement. 

  
  

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 “UNCITRAL Regulations” means the Cross-Border Insolvency Regulations 2006, SI2006/1030.

 “Unpaid Sum” means any sum due and payable by the Issuer under any Transaction Document but unpaid. 

“US Tax Obligor” means: 
  

	(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. 

 “Value Added Tax Group” means any Avis Obligor and Italian FleetCo which form part of a VAT
group permitted under Article 11 of Council Directive 2006/112/EC. 
 “Van” means a covered boxlike motor vehicle, having at
least four wheels and typically having a rear door and/ or sliding doors on the side panels, used for the carriage of people. 

“Variable Rent” means, in respect of all Vehicles leased to the Lessee under the relevant Master Lease Agreement on any date during a
Calculation Period, on any Lease Payment Date, or any other date on which accrued rent is due and payable (such date being for the purpose of this definition only, a Lease Payment Date): 

 

	(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 the 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; 

 plus (in respect of Vehicles in Spain and Italy only) 

 

	(ii)	any Monthly Risk Vehicle Loss; 

 minus (in
respect of Vehicles in Spain and Italy only) 
  

	(iii)	any Monthly Risk Vehicle Profit. 


“VAT” means: 
  

	(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. 

 “VAT Amount” shall have the meaning as ascribed to such term in clause
6.4 of the Master German Fleet Purchase Agreement. 
 “VAT Component” shall have the meaning assigned to it in clause 4.3 of
the Master German Fleet Purchase Agreement. 

  
  

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 “VAT Component and Charge Costs Component Trust Account” means the account with account
number 100-9644667-05 in the name of Dutch FleetCo into which the VAT Component and the Charge Costs Component are paid by German Opco pursuant to the terms of the German Trust Agreement. 

“VAT Loan Advance” means the principal amount of each advance made or to be made under the VAT Loan Agreement. 

“VAT Loan Advance Drawdown Notice” means a duly completed notice substantially in the form set out in schedule 1 (VAT Loan
Utilisation Request) to the VAT Loan Agreement. 
 “VAT Loan Agreement” means the loan agreement dated on or about the date
hereof between the Italian VAT Lender as lender and Italian FleetCo as borrower pursuant to which loans may be advanced to enable Italian FleetCo to fund the VAT payable in connection with the purchase of Vehicles. 

“VAT Loan Borrower” means Italian FleetCo. 
 “VAT Loan Facility” means the facility made available to the VAT Loan Borrower by the Italian VAT Lender. 
 “VAT Payables” means, at any time and in relation to Dutch FleetCo, Spanish Branch, the aggregate of all VAT payments owed by it to the Spanish Tax Authority at such time. 

“VAT Payables Amount” means in relation to Dutch FleetCo, Spanish Branch, the aggregate amount of its VAT Payables in Spain. 

“VAT Receivables” means in relation to Dutch FleetCo, Spanish Branch, the aggregate of all VAT repayments owed by the Spanish Taxation
Authority to Dutch FleetCo, Spanish Branch and in respect of which evidence satisfactory to the Transaction Agent (acting reasonably) has been received that such VAT repayment is owed to Dutch FleetCo, Spanish Branch but excluding any VAT repayment
in respect of which security in form and substance acceptable to the FleetCo Security Agent and the Transaction Agent has not been provided to the Transaction Agent and the FleetCo Security Agent in accordance with the Security Documents.

 “Vehicle” means any Passenger Car, Van or Light Truck. 
 “Vehicle Dealer” means, in relation to any Vehicle, the dealership (being an entity which is in the business of buying and selling cars and which is not a member of any Vehicle
Manufacturer Group) which sells or buys such Vehicle to or from the relevant FleetCo (or, in the case of Germany, German Opco). 

“Vehicle Dealer Agreements” means Vehicle Dealer Buy-Back Agreements and Vehicle Dealer Purchase Agreements. 

“Vehicle Dealer Buy-Back Agreement” means, in relation to any FleetCo (or, in the case of Germany, German Opco), any agreement providing
for a buy-back commitment by such Vehicle Dealer of Vehicles purchased by such FleetCo (or, in the case of Germany, German Opco). 

“Vehicle Dealer Purchase Agreement” means: 
  

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



  
  

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hereof with respect to any Vehicle in Spain or Italy, 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 such FleetCo; and 

  

	(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. 

 “Vehicle Dealer Receivables” means, at any time and in relation to any FleetCo (or, in the case
of Germany, German Opco), the aggregate of the unpaid portion of all amounts (excluding amounts in respect of VAT) owed by any Vehicle Dealer to such FleetCo (or, in the case of Germany, German Opco) at such time pursuant to the disposition by such
FleetCo (or, in the case of Germany, German Opco) of any Vehicle under any Vehicle Dealer Buy-Back Agreement. 
 “Vehicle
Documents” means the German Vehicle Documents, the Italian Vehicle Documents and the Spanish Vehicle Documents. 

“Vehicle Fleet” means, at any Calculation Date or (if relevant) the Intra-Month Cut-Off Date
and in relation to any Country, all Vehicles that have been delivered to, or to the order of, the relevant FleetCo and that are legally owned by such 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)).  
 “Vehicle Manufacturer” means, in relation to any
Vehicle: 
  

	(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 and
Italy, any relevant FleetCo and (ii) in respect of Germany, German Opco; or 

  

	(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 and Italy, any relevant FleetCo and (ii) in respect of Germany, German Opco. 

 “Vehicle
Manufacturer Agreements” means Vehicle Manufacturer Buy-Back Agreements and Vehicle Manufacturer Purchase Agreements 

“Vehicle Manufacturer Buy-Back Agreement” means, in relation to any FleetCo, any agreement between such FleetCo (or, in respect of
Vehicles in Germany, German Opco) and a Vehicle Manufacturer and providing for a buy-back commitment by such Vehicle Manufacturer in favour of or for the benefit of such FleetCo (or, in respect of Vehicles in Germany, German Opco). 

“Vehicle Manufacturer Event of Default” means, with respect to any Vehicle Manufacturer, either of the following circumstances:

  

	(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; 


  
  

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	 	(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 have 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. 

 “Vehicle Manufacturer Group” means each vehicle manufacturer group identified as such in schedule 17 (Vehicle Manufacturer Group Table) to the Framework Agreement as such schedule
may be amended from time to time as provided for therein, it being provided that each such Vehicle Manufacturer Group shall include (a) the relevant Vehicle Manufacturer Group Head Entity set out in the relevant column in the above-mentioned
table opposite that group, (b) the relevant Vehicle Manufacturer Group Rating Entity set out in the relevant column in the above-mentioned table opposite that Vehicle Manufacturer Group (if any) and (c) any Subsidiary of such Vehicle
Manufacturer Group Head Entity (and each such entity shall be a “member” of such Vehicle Manufacturer Group). 
 “Vehicle
Manufacturer Group Head Entity” has the meaning ascribed to it in the table set out in schedule 17 (Vehicle Manufacturer Group Table) to the Framework Agreement as such schedule may be amended from time to time as provided for
therein with respect to the relevant Vehicle Manufacturer Group. 
 “Vehicle Manufacturer Group Rating Entity” has the meaning
ascribed to it in the table set out in schedule 17 (Vehicle Manufacturer Group Table) to the Framework Agreement as such schedule may be amended from time to time as provided for therein with respect to the relevant Vehicle Manufacturer
Group. 
 “Vehicle Manufacturer Guarantee” means, in relation to any Vehicle Dealer and any Vehicle Dealer Buy-Back Agreement,
any guarantee granted by a Vehicle Manufacturer benefiting any FleetCo (or, in the case of Germany, German Opco) with respect to the obligations of such Vehicle Dealer under such Vehicle Dealer Buy-Back Agreement, which guarantee, if entered into
after the date hereof, shall be in form and substance satisfactory to the Transaction Agent (acting reasonably). 

“Vehicle Manufacturer Insolvency Event” means, in relation to any Vehicle Manufacturer, the
occurrence of any of the following under any applicable law: 
  

	(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 



  
  

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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, 


 

	    	or 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 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; or


  

	(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. 

 “Vehicle Manufacturer Insolvency Proceeding” means any corporate action, legal proceedings or other procedure or step is taken in relation to: 

 

	(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) in respect of it or in respect of any of its assets; 


  
  

94 









	(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; or 


 

	(f)	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), 

 or any analogous procedure or
step is taken in respect of the Vehicle Manufacturer in any jurisdiction. 
 In respect of a Vehicle Manufacturer in Spain, a reference in this
definition to: 
  

	(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. 

 “Vehicle
Manufacturer Programme” means, in relation to any FleetCo and any Vehicle Manufacturer, any Vehicle Manufacturer Buy-Back Agreement to which such Vehicle Manufacturer and such FleetCo (or, in the case of Germany, German Opco) are parties
and any Vehicle Manufacturer Guarantee from which such FleetCo (or, in the case of Germany, German Opco) benefits. 
 “Vehicle
Manufacturer Purchase Agreement” means, in relation to any FleetCo: 
  

	(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 satisfactory to the Transaction Agent (acting reasonably) and is consistent with other Vehicle Manufacturer Purchase Agreements
of such FleetCo. 


  
  

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 “Vehicle Manufacturer Receivables” means, at any time and in relation to any Country, the
aggregate of all amounts (excluding amounts in respect of VAT and volume bonuses) owed by any Vehicle Manufacturer in such Country to the relevant FleetCo in respect of the Vehicle Fleet in such Country at such time pursuant to the disposition by
such FleetCo of any Vehicle under any Vehicle Manufacturer Buy-Back Agreement and to any Vehicle Manufacturer Guarantee. 
 “Vehicle
Manufacturer Repurchase Price” means, in relation to a Vehicle, the purchase price or other consideration payable by the relevant Vehicle Manufacturer or Vehicle Dealer to (in respect of Vehicles in Italy or Spain) the relevant FleetCo or
(in respect of Vehicles in Germany) German Opco (or a person determined by German Opco) for the repurchase by the Vehicle Manufacturer or Vehicle Dealer of such Vehicle, as provided for in the relevant Vehicle Manufacturer Agreement or Vehicle
Dealer Agreement, plus VAT. 
 “Vehicle Purchasing Agreement” means an agreement pursuant to which a FleetCo or German Opco
purchases Vehicles from a Vehicle Manufacturer or Vehicle Dealer. 
 “Vehicle Ratio” means in respect of a Vehicle on a Lease
Determination Date the Net Book Value of such Vehicle on the Calculation Date immediately preceding such Lease Determination Date divided by the Borrower Vehicle Fleet NBV in relation to such FleetCo on such Calculation Date. 

“Vehicle Request Notice” means the vehicle request notice in the form of schedule 2 (Form of Vehicle Request Notice) of the
relevant Master Lease Agreement. 
 “Vehicle Schedule” means in relation to the Spanish Master Lease Agreement, an Individual
Vehicle Schedule or a Global Vehicle Schedule and in relation to the Italian Master Lease Agreement, a vehicle schedule substantially in the form of schedule 3 to the Italian Master Lease Agreement. 

“Voluntary Insolvency Event” means: 
  

	(i)	the occurrence of an event referred to in paragraph (c) or paragraph (e) under the definition of “Insolvency Proceedings” in respect of Italian
Opco, Italian 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 Italian Opco, Italian 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 Italian
Opco, Italian 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 Italian 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, 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 Italian Opco, Italian FleetCo or Spanish Opco (as applicable) or any of their directors; 

  

	(iii)	 the occurrence of an event in respect of Italian Opco, Italian 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




  
  

96 









	 	
“Insolvency Proceedings”, as applicable, in each case where such event occurs at the request of or on the application by the directors of Italian Opco, Italian FleetCo or Spanish Opco;


  

	(iv)	the occurrence of an event referred to in paragraph (g) of the definition of “Insolvency Proceedings” in respect of Italian Opco, Italian 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 Italian Opco, Italian FleetCo or Spanish Opco;
or 

  

	(v)	Italian Opco or Italian FleetCo or Spanish Opco is or becomes Insolvent as per paragraph (b) or paragraph (c) of the definition of “Insolvent”.


 “Voting Stock” means, with respect to any person, the common stocks or membership interests of such person and
any other security of, or ownership interest in, such person having ordinary voting power to elect a majority of the board of directors or a majority of the managers (or other persons serving similar functions) of such person. 

“Weighted Average Exposure Rate” means, in respect of all the outstanding Treasury Transactions entered into by the Issuer, the weighted
average of: 
  

	(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,


 pro rata to the Notional Amount (as defined in the relevant Confirmations (as defined in the relevant Issuer Hedging
Agreement)) of such Treasury Transaction. 

  
  

97 









	2	Principles of Interpretation and Construction 

  

	    	Each of the parties hereto agrees that in any agreement, deed or other document expressly stating that it shall be construed and interpreted in accordance with the
provisions of this Clause (a “Relevant Document”): 

  

	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 

  

	 	(b)	include its Schedules and references to paragraphs, Clauses, Recitals, or Schedules are (unless specified otherwise) references to such provisions of such Relevant
Document; 

  

	 	(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 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); 



  
  

98 









	 	(x)	a “company” include any company, corporation or any 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 Enforcement) of the Issuer Deed of Charge; 

  

	 	(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 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 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 headquarter in The Netherlands; 

  

	 	(xviii)	in respect of a Country Repayment Option, a Spain Repayment Option or an Italy 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 he 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 fur the time being of the relevant country; 


 

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


  
  

99 









	 	(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 “Irish Companies Act 1963-2012”, “Companies Act 1963 of Ireland” and “Irish Companies (Amendment) Act
1990” 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; and 


 

	 	(xxxiii)	 all references to the ratings of Vehicle Manufacturers in “BB- Manufacturers”, “BBB- Vehicle Manufacturer”,
“BBB- Vehicle Manufacturer Receivables”, “Below BB- Manufacturers”, “Below BBB- Manufacturers”, “Below BBB- Vehicle Manufacturer Receivables” “Investment Grade Vehicle
Manufacturers”, “Investment Grade Vehicle Manufacturer Receivables” “Lowest Risk Category Vehicles”, “Intermediate Risk Category Vehicles”,




  
  

100 









	 	
“Highest Risk Category Vehicles” or any other ratings of Vehicle Manufacturers referred to in such definition or the definitions of “Credit Enhancement Matrix”,
“Concentration Limit”, “Concentration Limit Order of Calculation” 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. 

  

	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 


 

	    	This Agreement shall have expressly and specifically incorporated into it the Common Terms and clause 24 (Consents, Amendments, Waivers and Modifications) of the
Framework Agreement as though they were set out in full in this Agreement. If there is any conflict between this Agreement and incorporated Common Terms or clause 24 (Consents, Amendments, Waivers and Modifications) of the Framework
Agreement, such incorporated Common Terms and clause 24 (Consents, Amendments, Waivers and Modifications) of the Framework Agreement shall prevail. 

  


	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. 


 

	4.1	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). 


  
  

101 









	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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 Schedule 1 
 The Parties 
 Part 1 

Opcos, Servicers and Lessees 
 Opcos 
  

			
	 Name of Opcos
	  	 Registration number (or equivalent, if any)

	Avis Budget Autovermietung GmbH & Co. KG (the “German Opco”)	  	HRA 3033
		
	Avis Budget Italia S.p.A. (the “Italian Opco”)	  	00421940586
		
	Avis Alquile un Coche S.A. (the “Spanish Opco”)	  	A28152767

 Servicers (excluding the Central Servicer) 

 

			
	 Name of Servicers
	  	 Registration number (or equivalent, if any)

	Avis Alquile un Coche S.A. (the “Spanish Servicer”) in respect of Dutch FleetCo’s fleet in Spain	  	A28152767
		
	In respect of Italian FleetCo: Avis Budget Italia S.p.A. (the “Italian Servicer”)	  	00421940586

 Lessees 
  

			
	 Name of Lessees
	  	 Registration number (or equivalent, if any)

	Avis Budget Autovermietung GmbH & Co. KG (as lessee under the Master German Fleet Lease Agreement)	  	HRA 3033
		
	Avis Budget Italia S.p.A. (as lessee under the Italian Master Lease Agreement)	  	00421940586
		
	Avis Alquile un Coche S.A. (as lessee under the Spanish Master Lease Agreement)	  	A28152767

 Central Servicer 
  

			
	 Name
	  	 Registration number (or equivalent, if any)

	Avis Finance Company Ltd	  	02123807


  
  

103 








 Part 2 
 FleetCos 
  

			
	 Name of FleetCos
 Jurisdiction of Incorporation and legal
 form
	  	 Registration number (or equivalent, if any)

	 FinCar Fleet B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the
“Dutch FleetCo”)
  
	  	55227732
	  
	  	  

		
	 Fincar Fleet B.V., Sucursal en España, the Spanish branch of FINCAR FLEET B.V. (a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Netherlands) with registered address at Avenida Manoteras, no 32, 28050 Madrid, Spain and Spanish fiscal identification number W0037096E and registered
at the Mercantile Registry in Madrid under volume 28809, page 190, section 8th and sheet M-518708 (the “Dutch FleetCo, Spanish Branch”)

 
	  	W0037096E
	  
	  	  

		
	Avis Budget Italia S.p.A. Fleet Co. S.A.p.A., a partnership limited by shares (the “Italian FleetCo”)	  	097550851009


  
  

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 Part 3 
 The Account Banks 
  

			
	 Name of Account Bank
	  	 Registration number (or equivalent, if any)

	Deutsche Bank AG, London branch (the “Issuer Account Bank”)	  	HRB 30 000, branch number BR00005
		
	Deutsche Bank S.A.E. (the “Dutch FleetCo Spanish Account Bank”)	  	A-08000614
		
	Deutsche Bank AG, London branch (the “Dutch FleetCo Spanish Account Bank Operator”)	  	HRB 30 000, branch number BR00005
		
	Deutsche Bank S.P.A., Milan branch (the “Italian FleetCo Account Bank”)	  	01340740156
		
	Deutsche Bank AG (the “Dutch FleetCo German Account Bank”)	  	HRB 30 000
		
	Deutsche Bank AG, London branch (the “Dutch FleetCo German Account Bank Operator”)	  	HRB 30 000, branch number BR00005


  
  

105 








 Part 4 
 The Initial Senior Noteholders 
  

			
	 Names of Initial Senior Noteholders
	  	 Registration number (or equivalent, if any)

	Bank of America National Association, London Branch	  	FC 002984
		
	Crédit Agricole Corporate and Investment Bank	  	304187701
		
	Deutsche Bank AG, London Branch	  	HRB 30 000, branch number BR00005
		
	Natixis	  	542044524
		
	Scotiabank Europe plc	  	00817692


  
  

106 








 Schedule 2 
 Pre-Closing Measurement Month Average 
 [REDACTED] 

  
  

107 








 This Agreement has been entered into on the date stated at the beginning. 

  
  

108 








 Execution Page 
 Issuer 
 SIGNED by a duly authorised attorney of 

CARFIN FINANCE INTERNATIONAL LIMITED 
  

			
	By:	 	 /s/ Karen McCrave

	Name:	 	Karen McCrave
	Title:	 	 Authorized Signatory

Attorney at Fact


 FleetCo Holdings 
 SIGNED by a duly authorised attorney of 
 CARFIN FINANCE HOLDINGS LIMITED

  

			
	By:	 	 /s/ Jonathan Hanly

	Name:	 	Jonathan Hanly
	Title:	 	 Authorised Signatory /

Attorney at Fact


 Transaction Agent and Arranger 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
  

			
	By:	 	 /s/ Edith Lusson

	Name:	 	Edith Lusson
	Title:	 	Managing Director


  
  

109 








 Issuer Security Trustee 
 DEUTSCHE TRUSTEE COMPANY LIMITED 
  

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Associate Director

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Associate Director

 FleetCo Security Agent 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
  

			
	By:	 	 /s/ Edith Lusson

	Name:	 	Edith Lusson
	Title:	 	Managing Director


  
  

110 








 The Opcos 
 AVIS BUDGET AUTOVERMIETUNG GMBH & CO. KG (as German Opco) 
  

			
	By:	 	 /s/ Benno Gassner

	Name:	 	Benno Gassner
	Title:	 	Finance Director

 AVIS BUDGET ITALIA S.P.A. (as Italian Opco) 

 

			
	By:	 	 /s/ Mark Kightley

	Name:	 	Mark Kightley
	Title:	 	Director

 AVIS ALQUILE UN COCHE S.A. (as Spanish Opco)  

 

			
	By:	 	 /s/ Massimo Marsili

	Name:	 	Massimo Marsili
	Title:	 	Managing Director


  
  

111 








 The Lessees 
 AVIS BUDGET AUTOVERMIETUNG GMBH & CO. KG (as Lessee) 
  

			
	By:	 	 /s/ Benno Gassner

	Name:	 	Benno Gassner
	Title:	 	Director Finance

 AVIS BUDGET ITALIA S.P.A. (as Lessee) 

 

			
	By:	 	 /s/ Mark Kightley

	Name:	 	Mark Kightley
	Title:	 	Director

 AVIS ALQUILE UN COCHE S.A. (as Lessee)  

 

			
	By:	 	 /s/ Massimo Marsili

	Name:	 	Massimo Marsili
	Title:	 	Managing Director


  
  

112 








 The Servicers 
 AVIS ALQUILE UN COCHE S.A. (as Spanish Servicer)  
  

			
	By:	 	 /s/ Massimo Marsili

	Name:	 	Massimo Marsili
	Title:	 	Managing Director

 AVIS FINANCE COMPANY LIMITED (as Central Servicer)  

 

									
	By:	 	 /s/ Stuart Fillingham
	 		 	By:	 	 /s/ Judith Nicholson

	Name:	 	Stuart Fillingham	 		 	Name:	 	Judith Nicholson
	Title:	 	Director	 		 	Title:	 	Company Secretary

 AVIS BUDGET ITALIA S.P.A. (as Italian Servicer)  

 

			
	By:	 	 /s/ Massimo Marsili

	Name:	 	Massimo Marsili
	Title:	 	Managing Director


  
  

113 








 The FleetCos 
 FINCAR FLEET B.V. (as Dutch FleetCo) 
  

			
	By:	 	 /s/ P.D. Haverkamp Idema

	Name:	 	P.D. Haverkamp Idema
	Title:	 	 Managing Director
 Managaing
Director/Proxyholder A


  

			
	By:	 	 /s/ J.J. van Ginkel

	Name:	 	J.J. van Ginkel
	Title:	 	Managing Director/Proxyholder B

 FINCAR FLEET B.V., SUCURSAL EN ESPAÑA (as Dutch FleetCo, Spanish Branch) 

 

			
	By:	 	 /s/ Beatriz Diez Arranz

	Name:	 	Beatriz Diez Arranz
	Title:	 	Dutch FleetCo, Spanish Branch representative

 AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. (as Italian FleetCo) 

 

			
	By:	 	 /s/ Mark Kightley

	Name:	 	Mark Kightley
	Title:	 	Director


  
  

114 








 Parent 
 AVIS BUDGET CAR RENTAL, LLC 
  

			
	By:	 	 /s/ David B. Wyshner

	Name:	 	David B. Wyshner
	Title:	 	 Senior Executive Vice President and
 Chief Financial Officer


 Finco, Italian VAT Lender and Subordinated Lender 
 AVIS FINANCE COMPANY LIMITED 
  

											
	By:	 	 /s/ Stuart Fillingham
	 		 		 	By:	 	 /s/ Judith Nicholson

	Name:	 	Stuart Fillingham	 		 		 	Name:	 	Judith Nicholson
	Title:	 	Director	 		 		 	Title:	 	Company Secretary

 VAT Sharing Italian Opco 
 AVIS BUDGET ITALIA S.P.A. 
  

			
	By:	 	 /s/ Mark Kightley

	Name:	 	Mark Kightley
	Title:	 	Director

 Avis Europe 
 AVIS BUDGET EMEA LIMITED 
  

									
	By:	 	 /s/ Martyn Smith
	 		 	By:	 	 /s/ Judith Nicholson

	Name:	 	Martyn Smith	 		 	Name:	 	Judith Nicholson
	Title:	 	Director	 		 	Title:	 	Company Secretary


  
  

115 








 The Account Banks 
 DEUTSCHE BANK AG, LONDON BRANCH (as Issuer Account Bank) 
  

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President

 DEUTSCHE BANK S.A.E. (as Dutch FleetCo Spanish Account Bank) 

 

			
	By:	 	 /s/ Thomas Steinmann

	Name:	 	Thomas Steinmann
	Title:	 	

  

			
	By:	 	 /s/ Javier Di Girolamo

	Name:	 	Javier Di Girolamo
	Title:	 	

 DEUTSCHE BANK AG, LONDON BRANCH (as Dutch FleetCo Spanish Account Bank Operator) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President


  
  

116 








 DEUTSCHE BANK AG (as Dutch FleetCo German Account Bank) 

 

			
	By:.	 	 /s/ Vivien Wichmann

	Name:	 	Vivien Wichmann
	Title:	 	

  

			
	By:	 	 /s/ Stephan Moeller

	Name:	 	Stephan Moeller
	Title:	 	Vice President

 DEUTSCHE BANK S.P.A. (as Italian FleetCo Account Bank) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Attorney

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Attorney

 DEUTSCHE BANK AG, LONDON BRANCH (as Dutch FleetCo German Account Bank Operator) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President


  
  

117 








 Issuer Cash Manager 
 DEUTSCHE BANK AG, LONDON BRANCH 
  

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President


  
  

118 








 The FleetCo Back-up Cash Managers 
 DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo German Back-up Cash Manager) 
  

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President
		
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President

 DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo Italian Back-up Cash Manager) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President
		
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President

 DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo Spanish Back-up Cash Manager) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Vice President
		
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Vice President


  
  

119 








 The Initial Senior Noteholders 
 For and on behalf of 
 BANK OF AMERICA NATIONAL ASSOCIATION, LONDON BRANCH (as an
Initial Senior Noteholder) 
  

			
	By:	 	 /s/ Matthias
Baltes



			
	Authorised signatory:	 	Matthias Baltes

 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (as an Initial Senior Noteholder) 

 

			
	By:	 	 /s/ Edith Lusson

	Name:	 	Edith Lusson
	Title:	 	Managing Director

 DEUTSCHE BANK AG, LONDON BRANCH (as an Initial Senior Noteholder) 

 

			
	By:	 	 /s/ Nadine Resha

	Name:	 	Nadine Resha
	Title:	 	

  

			
	By:	 	 /s/ Varun Khanna

	Name:	 	Varun Khanna
	Title:	 	

 NATIXIS (as an Initial Senior Noteholder) 

 

			
	By:	 	 /s/ Emmanuel Lefort

	Name:	 	Emmanuel Lefort
	Title:	 	Head of GSCS Europe


  
  

120 








 SCOTIABANK EUROPE PLC (as an Initial Senior Noteholder) 

 

			
	By:	 	 /s/ John O’Connor

	Name:	 	John O’Connor
	Title:	 	Head of Credit Administration

  

			
	By:	 	 /s/ Steve Caller

	Name:	 	Steve Caller
	Title:	 	Manager, Credit Administration


  
  

121 








 The Corporate Services Providers 
 INTERTRUST (NETHERLANDS) B.V. (as a Dutch FleetCo Corporate Services Provider) 
  

			
	By:	 	 /s/ P. D. Haverkamp Idema

	Name:	 	P. D. Haverkamp Idema
	Title:	 	Proxyholder
		
	By:	 	 /s/ S.M. al Hamami

	Name:	 	S.M. al Hamami
	Title:	 	Proxyholder

 VISTRA B.V. (as a Dutch FleetCo Corporate Services Provider) 

 

			
	By:	 	 /s/ J.J. van Ginkel

	Name:	 	J.J. van Ginkel
	Title:	 	Director
		
	By:	 	 /s/ B. W. de Sonnaville

	Name:	 	.B. W. de Sonnaville
	Title:	 	Proxyholder

 STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED (as Issuer Corporate Services Provider and FleetCo Holdings
Corporate Services Provider) 
  

			
	By:	 	 /s/ Lisa O’ Sullivan

	Name:	 	Lisa O’Sullivan
	Title:	 	 Authorised Signatory

Attorney at Fact



  
  

122 








 Registrar 
 DEUTSCHE BANK LUXEMBOURG S.A. 
  

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Attorney

  

			
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Attorney


  
  

123