EX-10.7



 Exhibit 10.7 
 EXECUTION VERSION 
 Dated 5 March 2013 

CARFIN FINANCE INTERNATIONAL LIMITED 
 as Lender 
 FINCAR FLEET B.V. 

as Borrower 

DEUTSCHE TRUSTEE COMPANY LIMITED 
 as Issuer Security Trustee 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 as FleetCo Security Agent 
 DEUTSCHE BANK AG, LONDON BRANCH 
 as Issuer Cash Manager 

and 
 CREDIT
AGRICOLE CORPORATE AND INVESTMENT BANK 
 as Transaction Agent 

FLEETCO GERMAN FACILITY AGREEMENT 
  





 
 Ref:L-207969 
 Linklaters LLP 







 Table of Contents 

 

							
	Clause	  	Page	 
			
	1	    	Definitions and Interpretation	  	 	1	  
			
	2	    	The FleetCo Advances	  	 	2	  
			
	3	    	Availability of FleetCo Advances	  	 	3	  
			
	4	    	Interest	  	 	5	  
			
	5	    	Priority of Payments	  	 	6	  
			
	6	    	Prepayment and Repayments	  	 	6	  
			
	7	    	Tax Gross-up	  	 	8	  
			
	8	    	Tax	  	 	8	  
			
	9	    	Acceleration	  	 	9	  
			
	10	    	Costs and Expenses	  	 	9	  
			
	11	    	Borrower’s Indemnities	  	 	10	  
			
	12	    	Currency of Account and Payment	  	 	11	  
			
	13	    	Payments	  	 	11	  
			
	14	    	Assignments and Miscellaneous	  	 	12	  
			
	15	    	Calculations and Evidence of Debt	  	 	13	  
			
	16	    	Role of Issuer Security Trustee and FleetCo Security Agent	  	 	13	  
			
	17	    	FleetCo Security Agent	  	 	14	  
			
	18	    	Incorporation of Common Terms	  	 	14	  
			
	19	    	Governing Law and Jurisdiction	  	 	14	  








 This Agreement is made on 5 March 2013 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 in its capacity as lender (the “Lender”); 

  

	(2)	FINCAR FLEET B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands having its official seat (statutaire zetel) in Amsterdam, The Netherlands and its office at Rapenburgerstraat 175B, 1011 VM Amsterdam, The Netherlands registered with the Dutch Trade Register of the Chamber of Commerce under
number 55227732, as borrower (the “Borrower”); 

  

	(3)	DEUTSCHE TRUSTEE COMPANY LIMITED, in its capacity as issuer security trustee for and on behalf of the Issuer Secured Creditors (the “Issuer Security
Trustee”); 

  

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

  

	(5)	DEUTSCHE BANK AG, LONDON BRANCH, in its capacity as issuer cash manager (the “Issuer Cash Manager”); and 


 

	(6)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme organised and existing under the laws of France, whose registered office is
9, quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France, registered with the trade registry of Nanterre under number 304 187 701 RCS Nanterre (the “Transaction Agent”), 


each of the above a “Party” and together the “Parties” to this Agreement. 

It is agreed as follows: 
  

	1	Definitions and Interpretation 

  

	1.1	Definitions 

 Unless
otherwise defined in this Agreement or the context requires otherwise, capitalised words and expressions used in this Agreement have the meanings ascribed to them in the Master Definitions Agreement dated on or about the date hereof, and entered
into by, amongst others, the Issuer, the Issuer Security Trustee and the Transaction Agent (the “Master Definitions Agreement”) (as the same may be amended, varied or supplemented from time to time). 

 

	1.2	Construction 

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

  

	1.3	Inconsistencies with other Transaction Documents 

 If there is any inconsistency between the definitions given in this Agreement and those given in the Master Definitions Agreement or any other Transaction Document, the definitions set out in this
Agreement will prevail. 

  
  

 
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	1.4	Amendments 

 This
Agreement cannot be amended without the consent of the Parties hereto. 
  

	1.5	FleetCo Deeds of Charge and Issuer Deed of Charge 

 Each Party acknowledges the arrangements which have been entered into pursuant to the terms of the Issuer Deed of Charge and the FleetCo Deeds of Charge and agrees that: 

 

	 	1.5.1	all actions to be taken, discretions to be exercised and other rights vested in the Issuer Secured Creditors under the terms of the Issuer Transaction Documents
will only be exercisable as provided in or permitted by the Framework Agreement, the Issuer Deed of Charge and the Issuer Intercreditor Terms; 

  

	 	1.5.2	all actions to be taken, discretions to be exercised and other rights vested in the FleetCo Secured Creditors (including the Lender) under the terms of the
FleetCo Transaction Documents will only be exercisable as provided in or permitted by the Framework Agreement and the relevant FleetCo Deed of Charge; 

  

	 	1.5.3	no Issuer Secured Creditor or FleetCo Secured Creditor will be obliged to monitor or enquire whether any of the other Issuer Secured Creditors or other FleetCo
Secured Creditors is complying with or has complied with the terms of the Framework Agreement, the Issuer Deed of Charge, the Issuer Intercreditor Terms or any relevant FleetCo Deed of Charge (as applicable); and 


 

	 	1.5.4	any Issuer Transaction Documents or FleetCo Transaction Documents (as applicable) entered into by it will be subject to the terms of the Framework Agreement, the
Issuer Deed of Charge, the Issuer Intercreditor Terms and the relevant FleetCo Deed of Charge. 

  

	1.6	Third Party Rights 


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

	2	The FleetCo Advances 

  

	2.1	The FleetCo Advances 


Subject to the terms of this Agreement, the Lender shall make available to the Borrower the FleetCo Advances in a maximum aggregate amount
of the Country Asset Value of the Borrower in Germany, provided that the total aggregate amount of FleetCo Advances made available by the Lender shall not exceed EUR 500,000,000 at any one time. 

 

	2.2	Purpose and Application 

  

	 	2.2.1	The Borrower shall apply all amounts raised by it under the FleetCo Advances for the following purposes: 


 

	 	(i)	to refinance the indebtedness incurred under and in accordance with the terms of the Interim Fleet Financing Facility Agreement; and 


 

	 	(ii)	to finance the purchase of Vehicles from German Opco by the Borrower in Germany. 


  
  

 
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	 	2.2.2	The Lender shall not be obliged to concern itself with any such application. 


 

	2.3	Ranking 

 Each FleetCo
Advance borrowed by the Borrower shall rank pari passu with all other FleetCo Advances borrowed by the Borrower. 
  

	3	Availability of FleetCo Advances 

  

	3.1	Availability of FleetCo Advances 

 Subject to Clause 3.3 (Initial Conditions Precedent) or Clause 3.4 (Further Conditions Precedent) (as applicable) and the delivery of a FleetCo Advance Drawdown Notice in accordance with
Clause 3.2 (FleetCo Advance Drawdown Notice) below, the Lender shall make a FleetCo Advance to the Borrower on each FleetCo Advance Drawdown Date (a) during the Revolving Period and (b) following the end of the Revolving Period but
only to fund the purchase of Vehicles where the Borrower is contractually bound on the Rapid Amortisation Commencement Date or the Scheduled Amortisation Commencement Date (as the case may be) to make the payment. 

 

	3.2	FleetCo Advance Drawdown Notice 

  

	 	3.2.1	FleetCo Advance Drawdown Notice: The Borrower (or the Central Servicer on its behalf) shall sign and deliver (or procure delivery of) a FleetCo Advance Drawdown
Notice in respect of each request for a FleetCo Advance to the Lender (copied to the Transaction Agent, the Issuer Security Trustee, the Central Servicer, the FleetCo Security Agent and the Issuer Cash Manager) by 1.00 p.m. (CET) on the Business Day
which is at least four (4) Business Days prior to the proposed FleetCo Advance Drawdown Date. 

  

	 	3.2.2	Contents of a FleetCo Advance Drawdown Notice: Each notice shall be substantially in the form set out in part B (Form of FleetCo Advance Drawdown Notice)
of schedule 14 (Forms of Drawdown Notices) to the Framework Agreement and shall specify (as relevant): 

  

	 	(i)	the relevant FleetCo Advance Drawdown Date; 

  

	 	(ii)	the proposed FleetCo Advance Repayment Dates provided that: 

  

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

  

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

  

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


  
  

 
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 and provided further that: 

 

	 	A.	for the purposes of paragraphs (b) and (c) above, a FleetCo Advance Drawdown Date shall not be deemed to occur if a FleetCo Advance made pursuant to
this Agreement does not result in any corresponding Senior Advance; 

  

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


  

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


 

	 	D.	where one or more FleetCo Advance(s) are drawn on the same date as the FleetCo Advance Repayment Date of one or more existing FleetCo Advance(s) made under this
Agreement or any other FleetCo Facility Agreement, no additional FleetCo Advance Drawdown Date or FleetCo Advance Repayment Date shall be deemed to occur for the purpose of paragraphs (b) and (c) above; and 


 

	 	(iii)	the amount of the FleetCo Advance to be made by the Lender, provided that such amount, when aggregated with all other FleetCo Advances to be made on the same FleetCo
Advance Drawdown Date to all other FleetCos, shall be at least equal to the Minimum Drawing Amount. 

  

	 	3.2.3	No Drawing Confirmation: If a FleetCo Advance Drawdown Notice is delivered under the FleetCo Spanish Facility Agreement or the FleetCo Italian Facility
Agreement but no FleetCo Advance is contemplated under this Agreement on the FleetCo Advance Drawdown Date referred to in the relevant FleetCo Advance Drawdown Notice, the Borrower (or the Central Servicer on its behalf) must deliver a written
confirmation (which may be in the form of an electronic mail) to the Lender (copied to the Transaction Agent, the Issuer Security Trustee, the FleetCo Security Agent and the Issuer Cash Manager) that no FleetCo Advance is being requested under this
Agreement on the relevant FleetCo Advance Drawdown Date by no later than 2.00 p.m. (CET) on the Reporting Date. 

  

	3.3	Initial Conditions Precedent 

 The Lender shall make a FleetCo Advance to the Borrower on the Initial Funding Date if: 
  

	 	3.3.1	on or before the first FleetCo Advance Drawdown Date, the Lender, the FleetCo Security Agent and the Transaction Agent have received from the Borrower all of the
documents and other evidence listed in part 1 (Conditions Precedent to the Initial Senior Advance and Initial FleetCo Advance) of schedule 2 (Conditions Precedent to Senior Advances and FleetCo Advances) to the Framework
Agreement, in each case, in form and substance satisfactory to the Lender and the FleetCo Security Agent; and 


  
  

 
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	 	3.3.2	at least one (1) Business Day prior to the Initial Funding Date, Dutch FleetCo has provided to the FleetCo Security Agent the list of assets as further set
out in clause 6.1.5 in the German Security Transfer Agreement. 

  

	3.4	Further Conditions Precedent 

 Subject to Clause 3.3 (Initial Conditions Precedent), the Lender shall make a FleetCo Advance to the Borrower at any date after the Initial Funding Date if, on the date of each FleetCo Advance
Drawdown Notice and on or before the proposed FleetCo Advance Drawdown Date (unless expressly specified to the contrary herein), the Lender, the FleetCo Security Agent and the Transaction Agent have received from the Borrower (or the Central
Servicer on its behalf) all of the documents and other evidence listed in part 2 (Subsequent Conditions Precedent to Senior Advances and FleetCo Advances) of schedule 2 (Conditions Precedent to Senior Advances and FleetCo Advances) to
the Framework Agreement. 
  

	4	Interest 

  

	4.1	Payment of Interest 

  

	 	4.1.1	The Borrower shall pay accrued interest on each FleetCo Advance on each Settlement Date following the end of the relevant FleetCo Advance Interest Period, in
accordance with the FleetCo Priority of Payments applicable to the Borrower as set out in Clause 5 (Priority of Payments), notwithstanding that the FleetCo Advance Repayment Date of such FleetCo Advance may not fall on a Settlement Date.


  

	 	4.1.2	The amount of interest payable in accordance with Clause 4.1.1 on each FleetCo Advance shall be the FleetCo Advance Interest Amount. For the purposes of this
Agreement, “FleetCo Advance Interest Amount” means, in respect of a FleetCo Advance, an amount equal to the multiple of (A) the FleetCo Individual Advance Proportion and (B) the sum of: 


 

	 	(i)	the total amount of interest payable on the relevant Settlement Date on all outstanding Senior Advances that have the same drawdown date and the same repayment date as
such FleetCo Advance; plus 

  

	 	(ii)	the total amount of interest payable on the relevant Settlement Date on all outstanding Issuer Subordinated Advances that have the same drawdown date and repayment date
as such FleetCo Advance; less 

  

	 	(iii)	the total amount received by the Issuer from the Issuer Hedge Counterparties pursuant to the Issuer Hedging Agreements in relation to interest payable on the relevant
Settlement Date on Senior Advances that have the same drawdown date and the same repayment date as such FleetCo Advance. 


  
  

 
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	4.2	Interest Periods 

 The
interest period of a FleetCo Advance shall be the FleetCo Advance Interest Period. 
  

	4.3	Unpaid Amounts 

 Any
amounts which the Borrower is obliged to pay to the Lender pursuant to this Agreement which remain unpaid on the due date for payment shall remain outstanding. Interest on any unpaid amounts (“Default Interest”) shall be paid on any
overdue amounts of the principal, interest or any other amount payable under this Agreement and will accrue daily from the due date up to the date of actual payment (both before and after judgment) at a rate which is equal to the weighted average
of: 
  

	 	(i)	the rate of default interest applicable in accordance with the Issuer Note Issuance Facility Agreement (if any) to all outstanding Senior Advances that have the same
drawdown date and repayment date as such FleetCo Advance in respect of which such default interest is due; and 

  

	 	(ii)	the rate of default interest applicable in accordance with the Issuer Subordinated Facility Agreement (if any) to all outstanding Issuer Subordinated Advances that have
the same drawdown date and repayment date as such FleetCo Advance in respect of which such default interest is due. 

 Any Default Interest shall be paid at the time specified in the corresponding Senior Advance. Default Interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the
end of each FleetCo Advance Interest Period applicable to that overdue amount. 
  

	5	Priority of Payments 

  

	5.1	Pre-Enforcement Priority of Payments 

 Subject to Clause 5.2 (Post-Enforcement Priority of Payments), the Borrower shall pay interest and repay all FleetCo Advances subject to and in accordance with the Dutch FleetCo German
Pre-Enforcement Priority of Payments. 
  

	5.2	Post-Enforcement Priority of Payments 

 Upon receipt of a FleetCo Enforcement Notice from the FleetCo Security Agent, the Borrower shall pay interest and repay all FleetCo Advances subject to and in accordance with the Dutch FleetCo German
Post-Enforcement Priority of Payments. 
  

	6	Prepayment and Repayments 

  

	6.1	Reborrowing during the Revolving Period 

  

	 	6.1.1	The Borrower shall repay a FleetCo Advance on the FleetCo Advance Repayment Date specified in respect of such FleetCo Advance in the relevant FleetCo Advance
Drawdown Notice. 

  

	 	6.1.2	The Borrower shall not make a repayment on any other date unless otherwise agreed between the Transaction Agent and Borrower (or the Central Servicer on its
behalf), and as notified to the Issuer Cash Manager and the FleetCo Security Agent. 


  
  

 
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	 	6.1.3	Without prejudice to the Borrower’s obligation under Clause 6.1.1 above, at any time period during the Revolving Period, if the Lender receives a FleetCo
Advance Drawdown Notice from the Central Servicer (on behalf of the Borrower) in accordance with Clause 3.2 (FleetCo Advance Drawdown Notice) and one or more FleetCo Advances are to be made available to the Borrower on the same day that a
maturing FleetCo Advance is due to be repaid by the Borrower in whole or in part for the purpose of refinancing the maturing FleetCo Advance, the aggregate amount of the new FleetCo Advances drawn under this Agreement shall be treated as if applied
in or towards repayment of the maturing FleetCo Advance so that: 

  

	 	(i)	if the amount of the maturing FleetCo Advance exceeds the aggregate amount of the new FleetCo Advances: 


 

	 	(a)	the Borrower shall only be required to make a payment in respect of principal on the maturing FleetCo Advances to the Lender in an amount in the relevant currency equal
to that excess; and 

  

	 	(b)	the new FleetCo Advances shall be treated as having been made available and applied by the Borrower in or towards repayment to the Lender of the maturing FleetCo
Advance and the Lender shall not be required to make a payment under this Agreement in respect of the new FleetCo Advances; and 

  

	 	(ii)	if the amount of the maturing FleetCo Advances is equal to or less than the aggregate amount of the new FleetCo Advances: 


 

	 	(a)	the Borrower shall not be required to make a payment in respect of principal on the maturing FleetCo Advances to the Lender; and 


 

	 	(b)	the Lender shall be required to make a payment to the Borrower only to the extent that new FleetCo Advances exceed the maturing FleetCo Advances and the remainder of
new FleetCo Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of the Lender of the maturing Senior Advance. 


 

	 	6.1.4	Subject to clauses 5.2(i) and 9.1(i) of the Framework Agreement, the Borrower may not re-borrow any FleetCo Advance at any time following the termination of the
Revolving Period. 

  

	6.2	Mandatory Repayment – Rapid Amortisation Event 

 The Borrower shall immediately, upon receipt of notice from the FleetCo Security Agent of the occurrence of a Rapid Amortisation Event, repay the whole of all FleetCo Advances then outstanding, together
with accrued interest thereon and any other sums then owed by the Borrower hereunder. 
  

	6.3	Mandatory Repayment – Final Maturity Date 

 The Borrower shall irrevocably and unconditionally repay in full all outstanding FleetCo Advances under this Agreement on the Final Maturity Date by paying to the Lender the Principal Amount Outstanding
of the relevant FleetCo Advances on such date. 

  
  

 
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	6.4	No Other Repayments 

 The
Borrower shall not repay all or any part of the FleetCo Advances except at the times and in the manner expressly provided for in this Agreement. 
  

	7	Tax Gross-up 

 All
payments made by the Borrower to the Lender under this Agreement shall be made free and clear of and without deduction for or on account of Tax unless the Borrower is required by applicable law to make such a payment subject to the deduction or
withholding of Tax, in which case the sum payable by the Borrower (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that the Lender receives a sum net of any deduction or
withholding equal to the sum which it would have received had no such deduction or withholding been made or required to be made. 
  

	8	Tax 

  

	8.1	Notification of Requirement to Deduct Tax 

 If, at any time, the Borrower is required by applicable law to make any deduction or withholding on account of Tax from any sum payable by it hereunder (or if thereafter there is any change in the rates
at which or the manner in which such deductions or withholdings are calculated), the Borrower shall promptly notify the Lender (copying the Transaction Agent, the Issuer Cash Manager, the Central Servicer, the FleetCo Security Agent and the Issuer
Security Trustee). 
  

	8.2	Evidence of Payment of Tax 


If the Borrower makes any payment hereunder in respect of which it is required by applicable law to make any deduction or withholding on
account of Tax, it shall pay the full amount required to be deducted or withheld to the relevant Taxation Authority within the time allowed for such payment under applicable law and shall deliver (or procure the Central Servicer to deliver) to the
Lender (copying the Transaction Agent, the Issuer Cash Manager, the FleetCo Security Agent and the Issuer Security Trustee), within thirty days after it has made such payment to the applicable authority, an original receipt (if one is issued) (or a
certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld in respect of such payment. 

 

	8.3	Tax Credit Payment 

 If an
additional payment is made under Clause 7 (Tax Gross-up) by the Borrower for the benefit of the Lender and the Lender, in its sole discretion, determines that it has obtained and utilised a credit against, a relief or remission for, or
repayment of, any Tax, then, if and to the extent that the Lender, in its sole opinion, determines that such credit, relief, remission or repayment is in respect of or calculated with reference to the circumstances giving rise to the additional
payment made pursuant to Clause 7 (Tax Gross-up) the Lender shall, if such credit is received by the Lender in cash or cash equivalent and to the extent that it can do so without prejudice to the retention of the amount of such credit,
relief, remission or repayment, pay to the Borrower such amount as the Lender shall, in its sole opinion, determine to be the amount which will leave the Lender (after such payment) in no 

  
  

 
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worse after-tax position than it would have been in had the circumstances giving rise to the additional payment in question not arisen. For the avoidance of doubt, such payment shall be made
outside the relevant Issuer Priority of Payment. 
  

	8.4	Tax Credit Clawback 

 If
the Lender makes any payment to the Borrower pursuant to Clause 8.3 (Tax Credit Payment) and it subsequently transpires that the credit, relief, remission or repayment in respect of which such payment was made was not available or has been
withdrawn, the Borrower shall reimburse the Lender such amount as the Lender determines, in good faith, is necessary to place it in the same after-tax position as it would have been in if such credit, relief, remission or repayment had been obtained
and fully used by the Lender. 
  

	8.5	Tax and Other Affairs 

 No
provision of this Agreement shall interfere with the right of the Lender to arrange its tax or any other affairs in whatever manner it thinks fit, oblige the Lender to claim any credit, relief, remission or repayment in respect of any payment under
Clause 7 (Tax Gross-up) in priority to any other credit, relief, remission or repayment available to it nor oblige the Lender to disclose any information relating to its tax or other affairs or any computations in respect thereof. 

 

	9	Acceleration 

 The Parties
acknowledge and agree that on and at any time after the delivery of a FleetCo Enforcement Notice, the FleetCo Security Agent shall act in accordance with clause 8.5.2 (FleetCo Event of Default) of the Framework Agreement. 

 

	10	Costs and Expenses 

  

	10.1	Transaction Expenses 

 The
Borrower shall, from time to time on demand of the Lender (or, following the service of a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent), reimburse the Lender for all costs and expenses together with any Irrecoverable VAT
thereon incurred by it in connection with the negotiation, preparation and execution of this Agreement and the completion of the transactions herein contemplated. 
  

	10.2	Preservation and Enforcement of Rights 

 The Borrower shall, from time to time on demand of the Lender (or, following the service of a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent), reimburse the Lender for all costs and
expenses (including legal fees) on a full indemnity basis together with any Irrecoverable VAT thereon incurred in or in connection with the preservation and/or enforcement of any of the rights of the Lender (or, following the service of a FleetCo
Enforcement Notice, the Lender and the FleetCo Security Agent) under this Agreement and any other document referred to in this Agreement (including, without limitation, any reasonable and properly incurred costs and expenses relating to any
investigation as to whether or not a FleetCo Event of Default might have occurred or is likely to occur or any steps necessary or desirable in connection with any proposal for remedying or otherwise resolving a FleetCo Event of Default or FleetCo
Potential Event of Default). 

  
  

 
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	10.3	Stamp Taxes 

 The Borrower
shall pay all stamp, registration and Taxes of a similar nature to which this Agreement or any judgment given in connection therewith is or at any time may be subject and shall, from time to time on demand of the Lender (or, following the service of
a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent), indemnify the Lender (or, following the service of a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent) against any liabilities, claims and reasonable and
properly incurred costs and expenses resulting from any failure to pay or any delay in paying any such Tax. 
  

	10.4	Amendment Costs 

 If the
Borrower requests any amendment, waiver or consent then the Borrower shall, within five Business Days of demand by the Lender (or, following the service of a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent), reimburse the
Lender (or, following the service of a FleetCo Enforcement Notice, the Lender and the FleetCo Security Agent) for all reasonable and properly incurred costs and expenses (including legal fees) together with any Irrecoverable VAT thereon incurred by
the Lender in responding to or complying with such request. 
  

	10.5	Lender Fees 

 The Borrower
shall pay the FleetCo German Advances Proportion of the Ongoing Issuer Fees of the Lender in accordance with the applicable FleetCo Priority of Payment. 
  

	11	Borrower’s Indemnities 

  

	11.1	Borrower’s Indemnity 


The Borrower undertakes to indemnify the Lender (and, following the delivery of an Issuer Enforcement Notice, the Issuer Security Trustee)
and the FleetCo Security Agent and the Transaction Agent against: 
  

	 	11.1.1	any claim, loss, cost or expense (including legal fees) or liability together with any Irrecoverable VAT thereon, whether or not reasonably foreseeable, which it
may sustain or incur as a consequence of the occurrence of any FleetCo Event of Default or any default by the Borrower in the performance of any of the obligations expressed to be assumed by it in this Agreement; 


 

	 	11.1.2	any loss (other than by reason of the gross negligence or willful default by the Lender (or, in the case of Clause 14 (Assignments and Miscellaneous), the
Lender and the FleetCo Security Agent, as applicable)) or costs, together with any Irrecoverable VAT thereon, it may suffer or incur as a result of its funding or making arrangements to fund a FleetCo Advance requested by the Borrower but not made
by reason of the operation of any one or more of the provisions hereof; 

  

	 	11.1.3	any loss, costs or expenses, together with any Irrecoverable VAT thereon, the Lender may suffer or incur as a result of drawing on the Issuer Reserve Account as
a result of any shortfall in payments by the Borrower under this Agreement; 

  

	 	11.1.4	any costs and expenses, together with any Irrecoverable VAT thereon, of any receiver appointed to the Lender as a result of a default by the Lender caused by a
breach by the Borrower of its obligations under the Transaction Documents; and 


  
  

 
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	 	11.1.5	any termination payment, together with any Irrecoverable VAT thereon, required to be made by the Lender under any Issuer Hedging Agreement arising as a result of
any failure by the Lender to comply with its obligations thereunder in circumstances where such failure is caused by any breach by the Borrower of its obligations under the Transaction Documents. 


 

	11.2	Currency Indemnity 

  

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


 

	 	(i)	making or filing a claim or proof against the Borrower; or 

  

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

 the Borrower shall indemnify the Lender (or, in the case of Clause 14 (Assignments and Miscellaneous), the Lender and the FleetCo Security Agent) from and against any loss suffered or incurred as a
result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to the Lender at the time of receipt of
such Sum. 
  

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

  

	 	11.2.3	If the Borrower makes a payment in any currency other than Euro (regardless of whether such currency is a lawful currency in Germany), the Borrower shall as an
independent obligation, within three Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the Lender receiving that payment in a currency other than Euro (including, without limitation,
any amount due from the Lender to the Senior Noteholders pursuant to clause 12.2 (Currency Indemnity) of the Issuer Note Issuance Facility Agreement). 


 

	11.3	Tax Indemnity 

 The
Borrower shall indemnify the Lender against any loss or costs incurred by the Lender as a consequence of the Borrower having to make a FATCA Deduction on any payment made to the Lender under this Agreement. 

 

	12	Currency of Account and Payment 

 Euro is the currency of account and payment for each and every sum at any time due from the Borrower hereunder (including, without limitation, each payment in respect of costs and expenses and each
payment pursuant to Clause 11.1 (Borrower’s Indemnity). 
  

	13	Payments 

  

	13.1	Payments to the Lender 


On each date on which this Agreement requires an amount to be paid by the Borrower, the Borrower shall make the same available to the
Lender for value on the due date at such time and in such funds to the Issuer Transaction Account in accordance with the applicable FleetCo Priorities of Payments, or such other account as the Lender or the FleetCo Security Agent shall specify from
time to time. 

  
  

 
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	13.2	Payments to the Borrower 


On each date on which this Agreement requires an amount to be paid by the Lender to the Borrower, the Lender shall (or shall procure that
the Issuer Cash Manager shall on its behalf) make the same available to the Borrower by payment in the relevant currency and in same day funds (or in such other funds as may for the time being be customary for the settlement of international banking
transactions in that currency) to the Dutch FleetCo German Transaction Account. 
  

	13.3	Alternative Payment Arrangements 

 If, at any time, it shall become impracticable (by reason of any action of any governmental authority or any change in law or any similar event) for the Borrower to make any payments in the manner
specified in Clause 13.1 (Payments to the Lender), then the Borrower may agree with the Lender alternative arrangements for such payments to be made, provided that, in the absence of any such agreement, the Borrower shall be obliged to make
all payments due to the Lender in the manner specified herein. 
  

	13.4	No Set-off 

 Except as
otherwise provided in this Agreement and subject to the provisions of the Framework Agreement, all payments required to be made by the Borrower hereunder shall be calculated without reference to any set-off or counterclaim and shall be made free and
clear of and without any deduction for or on account of any set-off or counterclaim. 
  

	14	Assignments and Miscellaneous 

  

	14.1	Binding Agreement 

 This
Agreement shall be binding upon and is for the benefit of each Party hereto and its successors. 
  

	14.2	Assignments and Transfers by the Borrower 

 The Borrower shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder without the prior written consent of the FleetCo Security Agent and the Transaction
Agent other than pursuant to the FleetCo Security Documents. 
  

	14.3	Assignments and Transfers by the Lender 

 Save as provided under the Issuer Security Documents, the Lender shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder unless with the prior written
consent of the Issuer Security Trustee acting in accordance with Clause 24.3 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement and
the Transaction Agent and provided that in each case of an assignment or transfer in an amount of less than EUR100,000, any such assignee or transferee qualifies as a professional market party (professionele marktpartij) within the meaning of
the Dutch Financial Supervision Act (Wet op het financieel toezicht). 

  
  

 
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	15	Calculations and Evidence of Debt 

  

	15.1	Evidence of Debt 

 The
Lender (or the Issuer Cash Manager on its behalf) and the Transaction Agent shall maintain accounting records evidencing the amounts from time to time lent by and owing to it hereunder. 

 

	15.2	Prima Facie Evidence 

 In
any legal action or proceeding arising out of or in connection with this Agreement, the records maintained pursuant to Clause 15.1 (Evidence of Debt) shall be prima facie evidence of the existence and amounts of the specified
obligations of the Borrower. 
  

	15.3	Certificates of the Lender 


A certificate of the Lender (or, following the delivery of an Issuer Enforcement Notice, the Issuer Security Trustee) as to: 

 

	 	15.3.1	the amount by which a sum payable to it hereunder is to be increased under Clause 7 (Tax Gross-up); 


 

	 	15.3.2	the amount for the time being required to indemnify it against any such cost, payment or liability as is mentioned in Clause 11.1 (Borrower’s
Indemnity); or 

  

	 	15.3.3	the amount of any credit, relief, remission or repayment as is mentioned in Clause 8.3 (Tax Credit Payment) or Clause 8.4 (Tax Credit Clawback),


 shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the
specified obligations of the Borrower. 
  

	16	Role of Issuer Security Trustee and FleetCo Security Agent 

  

	16.1	The Issuer Security Trustee is party to this Agreement for the better enforcement of its rights under the Issuer Deed of Charge but shall not have any
responsibility or liability for any of the obligations of any other parties hereunder and the other parties hereto acknowledge that the Issuer Security Trustee has no such responsibilities or liability. 


 

	16.2	In exercising its rights, powers and discretions under this Agreement, the Issuer Security Trustee shall act only in accordance with the provisions of the Framework
Agreement and Issuer Deed of Charge. 

  

	16.3	The FleetCo Security Agent is party to this Agreement for the better enforcement of its rights under the German FleetCo Deed of Charge but shall not have any
responsibility for any of the obligations of any other parties hereunder and the other parties hereto acknowledge that the FleetCo Security Agent has no such responsibilities. 


 

	16.4	In exercising its rights, powers and discretions under this Agreement, the FleetCo Security Agent shall act only in accordance with the provisions of the Framework
Agreement and the German FleetCo Deed of Charge. 


  
  

 
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	17	FleetCo Security Agent 

  

	17.1	Acknowledgement 

 The
Lender acknowledges and agrees that: 
  

	 	(i)	its rights under this Agreement, including any right of payment or repayment (including any prepayment) of any sums due by the Borrower, are subject in all respects to
the German FleetCo Deed of Charge; and 

  

	 	(ii)	the FleetCo Security Agent holds the benefit of the FleetCo Security on trust for the FleetCo Secured Creditors in accordance with the German FleetCo Deed of Charge and
the FleetCo German Security Documents. 

  

	17.2	Exercise of Powers 


Where, under this Agreement, the Lender is entitled or required to exercise any of its powers, trusts, authorities, duties and
discretions, such exercise will be subject to the provisions of the German FleetCo Deed of Charge. 
  

	18	Incorporation of Common Terms 

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

	19	Governing Law and Jurisdiction 

  

	19.1	Governing Law 

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

	19.2	Jurisdiction 

 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
(“Proceedings”) 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 FleetCo Security Agent, the Issuer Security Trustee and the Transaction Agent and shall not limit the right of the FleetCo Security Agent, the
Issuer Security Trustee and 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). 

  
  

 
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	19.3	Process Agent 

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

	 	19.3.1	irrevocably appoints Avis Finance Company Limited of Avis Budget House, Park Road, Bracknell, Berkshire RG12 2EW, United Kingdom as its agent for service of
process in relation to any proceedings before the English courts in connection with this Agreement; and 

  

	 	19.3.2	agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned. 


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

  
  

 
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 Execution Page 
 SIGNED by a duly authorised attorney of 
 CARFIN FINANCE INTERNATIONAL LIMITED (as
Lender) 
  

			
	By:	 	 /s/ Karen Mc Crave

	Name:	 	Karen Mc Crave
	Title:	 	Authorised Signatory
	
	FINCAR FLEET B.V. (as Borrower)
		
	By:	 	 /s/ P.D. Haverkamp Idema

	Name:	 	P.D. Haverkamp Idema
	Title:	 	Managing Director / Proxyholder A
		
	By:	 	 /s/ J.J. van Ginkel

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

  
 DEUTSCHE TRUSTEE COMPANY LIMITED (as
Issuer Security Trustee) 

			
		
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Associate Director
		
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Associate Director


  
  

 
 16 








 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (as FleetCo Security Agent) 

 

			
	By:	 	 /s/ Edith Lusson

	Name:	 	Edith Lusson
	Title:	 	Managing Director

 DEUTSCHE BANK AG, LONDON BRANCH (as Issuer Cash Manager) 

 

			
	By:	 	 /s/ Nick Rogivue

	Name:	 	Nick Rogivue
	Title:	 	Associate Director
		
	By:	 	 /s/ Clive Rakestrow

	Name:	 	Clive Rakestrow
	Title:	 	Associate Director
		 	

 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (as Transaction Agent) 

 

			
	By:	 	 /s/ Edith Lusson

	Name:	 	Edith Lusson
	Title:	 	Managing Director


  
  

 
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