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•	the high level of competition in the vehicle rental industry and the impact such competition may have on pricing and rental volume;

•	a change in our fleet costs as a result of a change in the cost of new vehicles, disruption in the supply of new vehicles, and/or a change in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;

•	risks relating to our March 2013 acquisition of Zipcar, Inc. (“Zipcar”), including our ability to realize the synergies contemplated by the transaction and our ability to promptly and efficiently integrate the businesses of Zipcar and Avis Budget Group, Inc.;

•

the results of operations or financial condition of the manufacturers of our cars, which could impact their ability to perform their payment obligations under the agreements we have with them, including repurchase and/or guaranteed depreciation arrangements, and/or their willingness or ability to make cars available to us or the rental car industry as a whole on commercially reasonable terms or at all;

•	a change in travel demand, including changes in airline passenger traffic;

•	any change in economic conditions generally, particularly during our peak season or in key market segments;

•	our ability to continue to achieve and maintain cost savings and successfully implement our business strategies;

•	our ability to obtain financing for our global operations, including the funding of our vehicle fleet through the issuance of asset-backed securities and use of the global lending markets;

•	an occurrence or threat of terrorism, pandemic disease, natural disasters or military conflict in the locations in which we operate;

•	our dependence on third-party distribution channels, third-party suppliers of other services and co-marketing arrangements with third parties;

•	our ability to utilize derivative instruments, and the impact of derivative instruments we currently utilize, which can be affected by fluctuations in interest rates, gasoline prices and exchange rates, changes in government regulations and other factors;

•	our ability to accurately estimate our future results;

•	any major disruptions in our communication networks or information systems;

•	our exposure to uninsured claims in excess of historical levels;

•	our failure or inability to comply with laws, regulations or contractual obligations or any changes in laws, regulations or contractual obligations, including with respect to personally identifiable information and taxes;

•	any impact on us from the actions of our licensees, dealers and independent contractors;

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•	any substantial changes in the cost or supply of fuel, vehicle parts, energy, labor or other resources on which we depend to operate our business;

•	risks related to our indebtedness, including our substantial outstanding debt obligations and our ability to incur substantially more debt;

•	our ability to meet the financial and other covenants contained in the agreements governing our indebtedness;

•

the terms of agreements among us and our former real estate, hospitality and travel distribution businesses following the separation of those businesses from us in 2006, particularly with respect to the allocation of assets and liabilities, including contingent liabilities and guarantees, the ability of each of the separated companies to perform its obligations, including indemnification obligations, under these agreements, and the right of our former real estate business to control the process for resolving disputes related to contingent liabilities and assets;

•	risks associated with litigation or governmental or regulatory inquiries or investigations involving our Company;

•	risks related to tax obligations and the effect of future changes in accounting standards;

•	risks related to our October 2011 acquisition of Avis Europe plc (“Avis Europe”), including our ability to realize the synergies contemplated by the transaction;

•	risks related to completed or future acquisitions or investments that we may pursue, including any incurrence of incremental indebtedness to help fund such transactions and our ability to promptly and effectively integrate any acquired businesses; and

•	other business, economic, competitive, governmental, regulatory, political or technological factors affecting our operations, pricing or services.

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Item 1.	Financial Statements

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1.	Basis of Presentation and Recently Issued Accounting Pronouncements

•	North America—provides car rentals in the United States and vehicle rentals in Canada, as well as ancillary products and services, and operates the Company’s Zipcar car sharing business.

•	International—provides, and licenses the Company’s brands to third parties for, vehicle rentals and ancillary products and services primarily in Europe, the Middle East, Asia, Africa, South America, Central America, the Caribbean, Australia and New Zealand.

•	Truck Rental—provides truck rentals and ancillary products and services to consumers and commercial users in the United States.

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2.	Restructuring Activities

(a)	Includes expenses related to the disposition of vehicles.

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3.	Earnings Per Share

(a)

For the three and nine months ended September 30, 2013, the number of anti-dilutive securities which were excluded from the computation of diluted earnings per share was not significant. For the three and nine months ended September 30, 2012, 0.2 million outstanding options and 8.9 million warrants have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding.

4.	Acquisitions

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5.	Other Current Assets

6.	Intangible Assets

(a)	The increases in carrying amounts primarily relate to the acquisition of Payless.

(b)	The increases in carrying amounts primarily relate to the acquisition of Zipcar.

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7.	Financial Instruments

(a)	The fair value measurements are based on significant observable inputs (Level 2).

(b)	Derivatives in a liability position.

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(a)	Represents $4.7 billion of interest rate caps sold and approximately $2.2 billion of interest rate caps purchased. These amounts exclude $2.5 billion of interest rate caps purchased by the Company’s Avis Budget Rental Car Funding (AESOP) LLC (“Avis Budget Rental Car Funding”) subsidiary.

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(a)	Included in other non-current liabilities.

(b)	Included in other current assets or other current liabilities.

(c)	Included in assets under vehicle programs and liabilities under vehicle programs.

(a)	Recognized, net of tax, as a component of other comprehensive income within stockholders’ equity.

(b)	Gains (losses) related to derivative instruments are expected to be largely offset by (losses) gains on the underlying exposures being hedged.

(c)	For the three months ended September 30, 2013, included a $16 million loss in interest expense and a $3 million gain in operating expenses. For the nine months ended September 30, 2013, included a $13 million gain in interest expense and a $9 million gain in operating expenses. For the three and nine months ended September 30, 2012, amounts were included in operating expenses.

(d)	Included in operating expense.

(e)	Included in interest expense.

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8.	Vehicle Rental Activities

9.	Income Taxes

10.	Accounts Payable and Other Current Liabilities

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11.	Long-term Debt and Borrowing Arrangements

(a)	As of September 30, 2013, the floating rate notes due 2014 bear interest at three-month LIBOR, plus 250 basis points, for an aggregate rate of 2.76%.

(b)

The floating rate term loans are part of the Company’s senior credit facility, which also includes its revolving credit facility maturing 2018, and are secured by pledges of all of the capital stock of all of the Company’s direct or indirect domestic subsidiaries and 65% of the capital stock of each direct foreign subsidiary, subject to certain exceptions, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.

(c)	As of September 30, 2013, the 3½% convertible notes are convertible by the holders into approximately 5 million shares of the Company’s common stock.

(d)	As of September 30, 2013, the floating rate term loan due 2016 bears interest at three-month LIBOR, plus 300 basis points, for an aggregate rate of 3.27%.

(e)	As of September 30, 2013, the floating term rate loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. The Company has entered into a swap to hedge $600 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.96%.

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(a)

This revolving credit facility matures in 2018 and bears interest of one-month LIBOR plus 225 basis points. The Company’s senior credit facility, which encompasses the floating rate term loans due 2016 and 2019 and the revolving credit facility, is secured by pledges of all of the capital stock of all of the Company’s domestic subsidiaries and 65% of the capital stock of each direct foreign subsidiary, subject to certain exceptions, and liens on substantially all of the Company’s intellectual property and certain other real and personal property.

(b)	These facilities encompass bank overdraft lines of credit, bearing interest of 4.50% to 5.69% as of September 30, 2013.

12.	Debt Under Vehicle Programs and Borrowing Arrangements

(a)	The increase principally reflects increased borrowing to fund a seasonal increase in the size of the Company’s car rental fleet.

(b)	The increase is principally related to the vehicle-backed debt of Zipcar and Payless.

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(a)	Vehicle-backed debt maturing within one year includes term asset-backed securities of approximately $610 million and bank and bank-sponsored borrowings of $670 million.

(a)	Capacity is subject to maintaining sufficient assets to collateralize debt.

(b)	The outstanding debt is collateralized by approximately $7.8 billion of underlying vehicles and related assets.

(c)	The outstanding debt is collateralized by $889 million of underlying vehicles and related assets.

(d)	The outstanding debt is collateralized by approximately $1.6 billion of underlying vehicles and related assets.

(e)	The outstanding debt is collateralized by $440 million of underlying vehicles and related assets.

(f)	The outstanding debt is collateralized by $165 million of underlying vehicles and related assets.

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13.	Commitments and Contingencies

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14.	Stockholders’ Equity

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(a)	For the three and nine months ended September 30, 2013, $10 million ($6 million, net of tax) was reclassified from accumulated other comprehensive income into selling, general and administrative expenses.

(a)	During the nine months ended September 30, 2013 and 2012, the Company’s net unrealized gains on cash flow hedges were $1 million and $20 million ($1 million and $11 million, net of tax), respectively.

(b)	During the three and nine months ended September 30, 2013, the Company’s minimum pension liability adjustment was $31 million ($19 million, net of tax).

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15.	Stock-Based Compensation

•	25,000 time-based restricted cash units (“RCUs”) and 87,000 market-vesting restricted cash units (“MCUs”); and

•	637,000 time-based restricted stock units (“RSUs”), 396,000 performance-based restricted stock units (“PSUs”), and 87,000 market-vesting restricted stock units (“MSUs”).

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(a)	During the nine months ended September 30, 2013, 438,000 market-vesting restricted stock units and 676,000 time-based restricted stock units vested. Stock options exercised during the nine months ended September 30, 2013 had an intrinsic value of $18 million.

(b)

As of September 30, 2013, the Company’s outstanding RSUs had an aggregate intrinsic value of $99 million; aggregate unrecognized compensation expense related to RSUs amounted to $32 million; and the balance of RSUs at September 30, 2013, consists of 1,358,000 related to time-based awards and 2,078,000 related to market-vesting and performance-based awards. Approximately 1,000 time-based restricted stock units are eligible to vest in 2013, if applicable service criteria are satisfied. No market-vesting restricted stock units are eligible to vest in 2013.

(c)	As of September 30, 2013, the Company’s outstanding stock options had aggregate intrinsic value of $30 million; there were 1,135,000 “in-the-money” stock options; and aggregate unrecognized compensation expense related to unvested stock options was immaterial. 1,080,000 stock options are exercisable as of September 30, 2013.

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16.	Segment Information

(a)	Includes unallocated corporate overhead and the elimination of transactions between segments.

(b)	Adjusted EBITDA for the three months ended September 30, 2013 and 2012, includes $14 million and $7 million, respectively, of restructuring expense.

(c)	During the three months ended September 30, 2013, the Company incurred $10 million in transaction-related costs related to the integration of the operations of Avis Europe and the acquisition of Payless. During the three months ended September 30, 2012, the Company incurred $11 million in transaction-related costs related to the integration of the operations of Avis Europe.

(d)	During the three months ended September 30, 2013, the Company recorded a charge of $33 million for the impairment of the Company’s equity-method investment in its Brazilian licensee.

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(a)	Includes unallocated corporate overhead and the elimination of transactions between segments.

(b)	Adjusted EBITDA for the nine months ended September 30, 2013 and 2012, includes $39 million and $26 million, respectively, of restructuring expense.

(c)

During the nine months ended September 30, 2013, the Company incurred $37 million in transaction-related costs related to the integration of the operations of Avis Europe and costs related to the acquisition and integration of Zipcar and Payless. During the nine months ended September 30, 2012, the Company incurred $21 million in transaction-related costs related to the integration of the operations of Avis Europe.

(d)	During the nine months ended September 30, 2013, the Company recorded a charge of $33 million for the impairment of the Company’s equity-method investment in its Brazilian licensee.

17.	Guarantor and Non-Guarantor Consolidating Condensed Financial Statements

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

•	worldwide enplanements;

•	fleet, pricing, marketing and strategic decisions made by us and by our competitors;

•	changes in fleet costs and in conditions in the used vehicle marketplace;

•	changes in borrowing costs and in market willingness to purchase corporate and vehicle-related debt;

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•	our acquisitions, our integration of acquired operations and our realization of synergies, particularly with respect to Zipcar and Avis Europe;

•	demand for car sharing services;

•	changes in the price of gasoline;

•	changes in currency exchange rates; and

•	demand for truck rentals.

•	Our net revenues increased 8% year-over-year to $6.1 billion in 2013, primarily due to a 3% increase in rental days, excluding Zipcar and Payless Car Rental (“Payless”).

•	Pricing (our average T&M revenue per rental day) increased 2% in North America, excluding Zipcar and Payless, driven by a 6% increase in leisure pricing.

•	Adjusted EBITDA declined 16%, from $736 million in 2012 to $615 million in 2013, primarily due to higher fleet costs in North America.

•	We completed the acquisition of Zipcar, the world’s leading car sharing network, in March 2013.

•	We repurchased $53 million principal amount of our outstanding 3½% convertible senior notes due 2014 and $25 million of our common stock, reducing our diluted shares outstanding by approximately 4 million shares.

•	We completed a three-year, €500 million (approximately $675 million) European rental fleet securitization program, providing our subsidiaries in Germany, Italy and Spain increased capacity to finance their fleet.

•	We completed the acquisition of Payless, the sixth largest car rental company in North America, in July 2013.

•	We acquired a 50% ownership stake in our Brazilian licensee in August 2013.

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*	Not meaningful.

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•	Operating expenses, at 47.7% of revenue, remained level compared to the prior-year period.

•	Vehicle depreciation and lease charges increased to 21.9% of revenue from 20.1% in third quarter 2012, principally due to higher per-unit fleet costs amid an anticipated normalization of used-car residual values.

•	Selling, general and administrative costs increased to 11.4% of revenue from 11.2% in third quarter 2012, primarily due to the acquisition of Zipcar.

•	Vehicle interest costs declined to 3.0% of revenue compared to 3.6% in the prior-year period, principally due to lower borrowing rates.

*	Not meaningful.

(a)	Includes unallocated corporate overhead and the elimination of transactions between reportable segments. In first quarter 2013, we refined our allocation of corporate costs. As a result, Corporate and Other segment includes $4 million of costs in the three months ended September 30, 2013 that were included in our North America segment for the three months ended September 30, 2012.

(b)	For 2013, primarily represents costs related to the integration of the operations of Avis Europe and the acquisition of Payless and, for 2012, primarily represents costs related to the integration of the operations of Avis Europe.

(c)	We recorded a charge of $33 million for the impairment of our equity-method investment in our Brazilian licensee.

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•	Operating expenses were 47.0% of revenue, an increase from 46.3% in the prior-year period, primarily due to the acquisitions of Zipcar and Payless.

•	Vehicle depreciation and lease charges increased to 23.9% of revenue from 21.1% in third quarter 2012, due to 15% higher per-unit fleet costs (excluding acquisitions).

•	Selling, general and administrative costs decreased to 10.6% of revenue from 10.9% in the prior-year period, principally due to lower marketing spend, partially offset by the acquisition of Zipcar.

•	Vehicle interest costs declined to 3.6% of revenue compared to 4.6% in third quarter 2012, principally due to lower borrowing rates.

•	Operating expenses were 46.9% of revenue, a decrease from 48.0% in the prior-year period, primarily due to increased rental volumes.

•	Vehicle depreciation and lease costs, at 19.6% of revenue, remained level compared to third quarter 2012.

•	Selling, general and administrative costs increased to 12.2% of revenue from 11.4% in the prior-year period, primarily due to increased marketing commissions.

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•	Vehicle interest costs increased to 2.0% of revenue compared to 1.6% in third quarter 2012, as prior-year results benefited from the temporary use of corporate cash to help fund International fleet purchases.

*	Not meaningful.

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•	Operating expenses decreased to 50.6% of revenue from 50.9% in the prior-year period.

•	Vehicle depreciation and lease charges increased to 22.8% of revenue from 19.2% in the first nine months of 2012, principally due to higher per-unit fleet costs amid an anticipated normalization of used-car residual values.

•	Selling, general and administrative costs increased to 12.7% of revenue from 12.3% in the first nine months of 2012, principally due to the acquisition of Zipcar.

•	Vehicle interest costs declined to 3.2% of revenue compared to 4.1% in the prior-year period, principally due to lower borrowing rates.

*	Not meaningful.

(a)	Includes unallocated corporate overhead and the elimination of transactions between reportable segments. In first quarter 2013, we refined our allocation of corporate costs. As a result, Corporate and Other segment includes $15 million of costs in the nine months ended September 30, 2013 that were included in our North America segment for the nine months ended September 30, 2012.

(b)	For 2013, primarily represents costs related to the integration of the operations of Avis Europe and our acquisition and integration of Zipcar and Payless and, for 2012, primarily represents costs related to the integration of the operations of Avis Europe.

(c)	We recorded a charge of $33 million for the impairment of our equity-method investment in our Brazilian licensee.

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•	Operating expenses were 48.8% of revenue, a decrease from 49.5% in the prior-year period, primarily due to higher pricing.

•	Vehicle depreciation and lease charges increased to 24.6% of revenue from 19.1% in the first nine months of 2012, due to 32% higher per-unit fleet costs, excluding acquisitions.

•	Selling, general and administrative costs decreased to 11.7% of revenue from 11.8% in the prior-year period.

•	Vehicle interest costs declined to 3.8% of revenue compared to 5.4% in the prior-year period, principally due to lower borrowing rates.

•	Operating expenses were 51.9% of revenue, an increase from 51.7% in the prior-year period.

•	Vehicle depreciation and lease costs decreased to 20.6% of revenue from 20.7% in the prior-year period.

•	Selling, general and administrative costs increased to 13.7% of revenue from 12.9% in the prior-year period, primarily due to increased marketing commissions.

•	Vehicle interest costs increased to 1.9% of revenue compared to 1.5% in the prior-year period, as the prior-year period benefited from the temporary use of corporate cash to help fund International fleet purchases.

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•	issuing $500 million of 5½% notes due 2023;

•	amending and borrowing an incremental $300 million under the floating rate term loan due 2019;

•	issuing €250 million (approximately $338 million) of 6% Euro-denominated notes due 2021; and

•	amending the revolving credit facility to extend its maturity to 2018, expanding its borrowing capacity to $1.65 billion, and reducing its borrowing spread by 75 basis points.

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•	fund our acquisitions of Zipcar and Payless;

•	retire the entire $450 million principal amount of outstanding 9⅝% notes due 2018;

•	repay $100 million of our floating rate notes due 2014;

•	repurchase $53 million of our 3½% convertible notes due 2014;

•	repay approximately $26 million of our outstanding 9¾% notes due 2020; and

•	repurchase more than 860,000 shares of our outstanding common stock.

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(a)	As of September 30, 2013, the floating rate notes due 2014 bear interest at three-month LIBOR, plus 250 basis points, for an aggregate rate of 2.76%.

(b)

The floating rate term loans are part of our senior credit facility, which also includes our revolving credit facility maturing 2018, and are secured by pledges of all of the capital stock of all of our direct or indirect domestic subsidiaries and 65% of the capital stock of each direct foreign subsidiary, subject to certain exceptions, and liens on substantially all of our intellectual property and certain other real and personal property.

(c)	The 3½% convertible notes due 2014 are convertible by the holders into approximately 5 million shares of our common stock as of September 30, 2013.

(d)	As of September 30, 2013, the floating rate term loan due 2016 bears interest at three-month LIBOR, plus 300 basis points, for an aggregate rate of 3.27%.

(e)	As of September 30, 2013, the floating rate term loan due 2019 bears interest at the greater of three-month LIBOR or 0.75%, plus 225 basis points, for an aggregate rate of 3.00%. The Company has entered into a swap to hedge $600 million of its interest rate exposure related to the floating rate term loan at an aggregate rate of 3.96%.

(a)	The increase principally reflects increased borrowing to fund a seasonal increase in the size of our car rental fleet.

(b)	The increase is principally related to the vehicle-backed debt of Zipcar and Payless.

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(a)

This revolving credit facility matures in 2018 and bears interest of one-month LIBOR plus 225 basis points. Our senior credit facility, which encompasses the floating rate term loans due 2016 and 2019 and the revolving credit facility, is secured by pledges of all of the capital stock of all of our domestic subsidiaries and 65% of the capital stock of each direct foreign subsidiary, subject to certain exceptions, and liens on substantially all of our intellectual property and certain other real and personal property.

(b)	These facilities encompass bank overdraft lines of credit, bearing interest of 4.50% to 5.69% as of September 30, 2013.

(a)	Capacity is subject to maintaining sufficient assets to collateralize debt.

(b)	The outstanding debt is collateralized by approximately $7.8 billion of underlying vehicles and related assets.

(c)	The outstanding debt is collateralized by $889 million of underlying vehicles and related assets.

(d)	The outstanding debt is collateralized by approximately $1.6 billion of underlying vehicles and related assets.

(e)	The outstanding debt is collateralized by $440 million of underlying vehicles and related assets.

(f)	The outstanding debt is collateralized by $165 million of underlying vehicles and related assets.

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(a)

Disclosure Controls and Procedures. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the period ended September 30, 2013.

(b)

Changes in Internal Control Over Financial Reporting. During the fiscal quarter to which this report relates, there has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 1.	Legal Proceedings.

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Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.	Exhibits

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1.1	Definitions

1.2	Headings

1.3	References to Articles and Sections

1.4	Governing Law

2.1	Amendments to the Supplements

(a)	The definition of “Avis or Budget System Member” in Section 1.1 of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(b)	The definition of “Avis or Budget System Member” in Section 1.1 of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(c)	The definition of “Licensee Vehicle Assignment Agreement” in Section 1.1 of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:

(d)	The definition of “Licensee Vehicle Assignment Agreement” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(e)	The definition of “Licensee Vehicles” in Section 1.1 of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(f)	The definition of “Licensee Vehicles” in Section 1.1 of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(g)	Section 5.4(b) of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:

(h)	Section 5.4(b) of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(i)	Section 5.4(e) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:

(j)	Section 5.4(e) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(k)	The second paragraph of Section 5.4(f) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:

(l)	The second paragraph of Section 5.4(f) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(m)	Section 5.5(b) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(n)	Section 6.1(c) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:

(o)	Section 6.1(c) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(p)	Section 6.1(c) of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:

(q)	Section 6.1(c) of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(r)	Section 6.1(d) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:

(s)	Section 6.1(d) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

(t)	Section 6.1(d) of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:

(u)	Section 6.1(e) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:

2.2	Amendments to the Indenture

(a)	The definition of “Affiliate” in Section 1.1 of the Indenture is hereby amended by adding a reference to “Zipcar” immediately following the word “Budget, ”.

(b)	Section 1.1 of the Indenture is hereby amended by adding the following as a new definition:

(c)	Section 10.1(d) of the Indenture is hereby removed and replaced with the following:

(d)	Section 10.1(e) of the Indenture is hereby removed and replaced with the following:

(e)	Section 14.2 of the Indenture is hereby removed and replaced with the following:

2.3	Amendments to the Administration Agreement

(a)	The definition of “General Partner” in Section 1.1 of the Administration Agreement is hereby removed and replaced with the following:

2.4	Addition of New Party and Amendments to the Note Purchase Agreements

(a)	Section 2.2(a)(vii) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(b)	Section 4.2(b) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(c)	Section 4.3(e) in the Series 2010-1 Note Purchase Agreement is hereby removed and replaced with the following:

(d)	Section 4.3(e) in the Series 2010-2 Note Purchase Agreement is hereby removed and replaced with the following:

(e)	Section 4.3(f) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(f)	Section 4.3(g) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(g)	Section 5.1 in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(h)	Section 5.3 in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(i)	Section 6.1(b) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(j)	Section 6.5 in the Series 2010-1 Note Purchase Agreement is hereby amended by adding after part (b) a new part (c) containing the following:

(k)	Section 6.5 in the Series 2010-1 Note Purchase Agreement is hereby amended by changing part (a) “if to the Note Purchaser” to part (d), changing part (b) “if to Rental ULC” to part (e) and changing part (c) “if to Funding LP” to part (f).

(l)	Section 6.5 in the Series 2010-2 Note Purchase Agreement is hereby amended by adding after part (b) a new part (c) containing the following:

(m)	Section 6.5 in the Series 2010-2 Note Purchase Agreement is hereby amended by changing part (c) “if to the Note Purchaser” to part (d), changing part (d) “if to Rental ULC” to part (e) and changing part (e) “if to Funding LP” to part (f).

(n)	Section 6.8(a) in each of the Note Purchase Agreements is hereby removed and replaced with the following:

(o)	Schedule B to each of the Note Purchase Agreements is hereby amended by adding the words “Zipcar Inc.,” after the words “Aviscar Inc.,” on page 1 of such schedule and by adding the word “Zipcar” after the word “Avis,” on page 2 of such schedule.

2.5	Amendments to Master Lease Agreement

(a)	The definition of “Avis or Budget System Member” in Section 1.1 of the Master Lease Agreement is hereby removed and replaced with the following:

(b)	The definition of “Funding LP Business Revenues” in Section 1.1 of the Master Lease Agreement is hereby amended by deleting existing clause (e) and replacing it with the following clauses:

(e)	charges incurred by customers of Funding LP as a result of the pass through to such customers of: (i) airport concession fees imposed on Funding LP by certain airports in respect of revenues of Funding LP being generated at such airports; and (ii) other concession fees imposed on Funding LP by certain governmental agencies or municipalities in respect of revenues of Funding LP; and

(f)	fees for driving record/insurance verification, application and membership fees; damage fees and damage fee waiver fees; cancellation fees; fees or penalties imposed on customers and other fees related to the rental of Leased Vehicles;

(c)	The definition of “Funding LP Business Vehicle Rental Agreement” in Section 1.1 of the Master Lease Agreement is hereby removed and replaced with the following:

(d)	Section 9.1(e) of the Master Lease Agreement is hereby removed and replaced with the following:

2.6	Amendments to the Parent Guarantees

(a)	the Series 2010-1 Parent Guarantee and the Series 2010-2 Parent Guarantee are hereby amended as set forth below:

(i)	THE WORDS “AND ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN THE DEFINITION OF “SERVICING OBLIGATIONS”, IN BOTH PLACES IN SECTION 11(I) AND IN BOTH PLACES IN SECTION 12(B).

(ii)	THE WORD “, ZIPCAR” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN EACH PLACE IN SECTION 3, SECTION 4, SECTION 7, SECTION 15 AND SECTION 25.

(iii)	THE WORDS “OR ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN SECTION 6 AND SECTION 17(B).

(iv)	THE WORD “, ZIPCAR’S” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR’S” WHERE THE WORD “BUDGETCAR’S” APPEARS IN SECTION 4(A)(IX).

(b)	(b) the Series 2011-1 Parent Guarantee and the Series 2012-1 Parent Guarantee are hereby amended as set forth below:

(i)	THE WORDS “AND ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN THE DEFINITION OF “SERVICING OBLIGATIONS”, IN BOTH PLACES IN SECTION 11(H) AND IN BOTH PLACES IN SECTION 12(B).

(ii)	THE WORD “, ZIPCAR” IS HEREBY ADDED AFTER THE WORD “AVISCAR” WHERE THE WORD “AVISCAR” APPEARS IN EACH PLACE IN SECTION 3 (OTHER THAN PART (A)), SECTION 4, SECTION 7, SECTION 15 AND SECTION 25.

(iii)	THE WORDS “OR ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN SECTION 6 AND SECTION 17(B).

(iv)	THE WORD “, ZIPCAR’S” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR’S” WHERE THE WORD “BUDGETCAR’S” APPEARS IN SECTION 4(A)(IX).

2.7	Amendments to the Funding LP Security Agreement

(a)	The words “Zipcar Canada Inc.,” are hereby added after the words “Budgetcar Inc.,” in both places where the words “Budgetcar Inc.,” appear in Section 4.3(o) of such agreement.

2.8	Amendments to the Funding LP Partnership Agreement

3.1	Effective Date

3.2	Further Assurances

3.3	Enurement

3.4	Counterparts

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1.	Pursuant to the terms of the Indentures, the Retiring Trustee has notified the Issuer of its resignation as Trustee, Note Registrar, Paying Agent and Calculation Agent under each of the Indentures.

2.

Pursuant to the terms of the Indentures, effective as of the Effective Date, the Issuers hereby appoint the Successor Trustee as Trustee under the Indentures and as successor to the Retiring Trustee in any other capacity in which the Retiring Trustee acts pursuant to the Indentures, and the Issuers hereby confer to the Successor Trustee all of the rights, title, interests, capacities, privileges, duties and responsibilities in such capacities under the Indentures.

3.

Effective as of the Effective Date, the Retiring Trustee hereby assigns, transfers, delivers and confers to the Successor Trustee all of its rights, title and interest under the Indentures including, without limitation, all of its rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities as Trustee, Paying Agent, Note Registrar, Calculation Agent and in any other capacity in which the Retiring Trustee acts pursuant to the Indentures.

4.

Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee, Note Registrar, Paying Agent and Calculation Agent and in all other capacities in which the Retiring Trustee serves under the Indentures and agrees that, as of the Effective Date, it shall become vested with all the rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities of the Retiring Trustee with like effect as if originally named as Trustee, Note Registrar, Paying Agent and Calculation Agent and in such other capacities in which the Retiring Trustee serves under the Indentures; provided, however, that, notwithstanding any term herein or elsewhere to the contrary, the Successor Trustee does not hereby assume or agree to, and nothing herein shall be construed to transfer or impose upon the Successor Trustee, any of the foregoing obligations, duties, responsibilities or trusts arising or existing prior to the Effective Date, or any liabilities of the Retiring Trustee or obligations of the Retiring Trustee to be performed prior to the Effective Date (whether in its capacity as predecessor in any of such capacities or otherwise arising from any actions or omissions of the Retiring Trustee). The resignation, appointment and acceptance effected hereby shall become effective as 5:00 p.m. New York City time on the Effective Date; provided however, that the resignation of the Retiring Trustee as Paying Agent, Registrar and Note Custodian under the Indentures shall be effective upon ten (10) business days after the Effective Date.

5.

Effective as of the Effective Date, the Successor Trustee shall serve as Trustee, Note Registrar, Paying Agent and Calculation Agent and any other capacity in which the Retiring Trustee acts pursuant to the Indentures, as set forth in the Indentures, and its designated corporate trust office shall be located at 60 Wall Street, 27th Floor, mail Stop NYC60-2710, New York, New York 10005, or such other address as may be specified in writing by the Successor Trustee to the Issuers from time to time.

6.	On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall transfer and deposit with the Successor Trustee all money and property, if any, then held by the Retiring Trustee

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7.

On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall provide to the Successor Trustee originals, if available, or copies of all documents, materials, information and reports as more fully described and listed on Exhibit B attached hereto and incorporated herein by this reference (the “Information”), in each case to the extent such Information is in the possession of the Retiring Trustee. From and after the Effective Date, the Retiring Trustee further agrees that it will, upon reasonable request of the Successor Trustee, (1) provide to the Successor Trustee any additional information (other than with respect to internal or privileged information) in the possession of the Retiring Trustee relating to the Notes or the Indentures, (2) cooperate with the Successor Trustee to resolve any issues that arise with respect to the Information and (3) cooperate with any reasonable request by the Successor Trustee to more fully vest or confirm in the Successor Trustee the rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities of the Retiring Trustee in the Indentures assigned hereby. The Successor Trustee understands and agrees that the Retiring Trustee makes no representation or warranty regarding the accuracy or completeness of any Information or such additional information.

8.	On or as soon as reasonably practicable after the Effective Date, the Successor Trustee shall cause a notice, substantially in the form of Exhibit C hereto, to be sent to each Holder of each of the Notes.

9.

Each party hereto agrees that the Successor Trustee may conclusively rely on the Information for all purposes, without further inquiry, verification or independent investigation of any kind, including, without limitation, for purposes of carrying out its obligations as Successor Trustee. In addition, each party hereto hereby expressly agrees that the Successor Trustee shall have no liability for any failure, inability or delay on its part in performing or observing any duties, obligations or responsibilities in its capacity as Successor Trustee due to or resulting from any delay, failure or inability on the part of the Retiring Trustee in delivering any of the Information and materials, or any other deliverable required to be delivered by the Retiring Trustee to the Successor Trustee hereunder. To the extent set forth in the Indentures, the Retiring Trustee shall remain liable to the other parties thereto for any unreasonable delay, failure or inability in performing or observing any duties, obligations or responsibilities on its part under the Indentures arising prior to the Effective Date.

10.	The Issuers hereby represent and warrant to the Successor Trustee as follows:

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11.	The Retiring Trustee hereby represents and warrants to the Successor Trustee as follows:

a.	To the best of its knowledge, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing under any of the Indentures;

b.	No covenant or condition contained in any of the Indentures has been waived by the Retiring Trustee or, to the knowledge of Responsible Officers of the Retiring Trustee, by the Holders of the percentage in aggregate principal amount of the Notes required by each of the Indentures to effect any such waiver;

c.	The Retiring Trustee has not, and as of the Effective Date will not have, as Trustee, entered into any supplement or amendment to any of the Indentures, except as set forth on Exhibit D attached hereto;

d.	All conditions precedent relating to the appointment of the Successor Trustee under each of the Indentures, that are required to be performed by the Retiring Trustee have been complied with by the Retiring Trustee; and

e.	It has lawfully and fully discharged its duties under each of the Indentures.

12.

The Successor Trustee hereby represents and warrants to the Retiring Trustee and to the Issuers that it is eligible under Section 709 of each of the Indentures and qualified and eligible under the Trust Indenture Act of 1939, as amended to date, to serve as Trustee under the Indentures and that it has the corporate power and authority to perform the duties and obligations of the Trustee under the Indentures and in all other capacities in which it or its affiliates perform under the Indentures.

13.	Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date:

a.	it has power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and

b.	this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation and is enforceable against it, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity.

14.	The parties hereto agree that this Agreement does not constitute an assumption by the Successor Trustee of any liability of the Retiring Trustee arising out of any actions or inaction by the Retiring Trustee, prior to the Effective Date, in performance (or non-performance) of its duties under any of the Indentures.

15.	The parties hereto agree that as of the Effective Date all references to the Retiring Trustee as Trustee, Note Registrar, Paying Agent, Calculation Agent or any other capacity in which the Retiring Trustee acts pursuant to the Indentures shall be deemed to refer to the Successor Trustee.

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16.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.

17.	All notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

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18.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The parties hereto hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto irrevocably consent to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process at their respective offices set forth in Section 18 hereof. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

19.	Nothing contained in this Agreement shall in any way affect the obligations or rights of the Issuers under the Indentures. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

20.

Fees paid in advance, if any, to the Retiring Trustee shall be credited to any current fees owed the Retiring Trustee for the period through and including the Effective Date, and the balance of such fees, if any, paid to but unearned by the Retiring Trustee for any period after the Effective Date shall be transferred by the Retiring Trustee to the Successor Trustee on the Effective Date using the Successor Trustee’s wire instructions as set forth on Exhibit A hereto, for deposit by the Successor Trustee. The fees payable by the Issuers on and after the Effective Date shall henceforth be invoiced by and paid to the Successor Trustee at such address and account as shall hereafter be provided by the Successor Trustee to the Issuers. The indemnification provisions set forth in the Indentures for the benefit of the Retiring Trustee shall survive the execution hereof and will remain in effect after the Effective Date.

21.

The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act, and in order to help fight the funding of terrorism and money laundering, the Successor Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Successor Trustee. The Issuers agree that they will provide the Successor Trustee with such information as it may request in order for the Successor Trustee to satisfy the requirements of the USA Patriot Act.

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1.	Supplemental Indenture to the 2006 Indenture, dated as of February 9, 2007, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

2.	Second Supplemental Indenture to the 2006 Indenture, dated as of January 28, 2009, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

3.	Third Supplemental Indenture to the 2006 Indenture, dated as of November 5, 2009, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

4.	Supplemental Indenture to the 2006 Indenture, dated as of June 30, 2011, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

5.	Supplemental Indenture to the 2010 Indenture, dated as of June 30, 2011, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

6.	Supplemental Indenture to the 2011 Indenture, dated as of October 10, 2011, among the Issuers, Avis Budget Group, Inc., Avis Budget Holdings, LLC, the guarantors from time to time party thereto and the Retiring Trustee.

7.	Supplemental Indenture to the 2006 Indenture, dated June 21, 2013, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

8.	Supplemental Indenture to the 2010 Indenture, dated June 21, 2013, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

9.	Supplemental Indenture to the 2011 Indenture, dated June 21, 2013, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

10.	Supplemental Indenture to the 2012 Indenture, dated June 21, 2013, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

11.	Supplemental Indenture to the 2013 Indenture, dated June 21, 2013, among the Issuers, the guarantors from time to time party thereto and the Retiring Trustee.

1.	Pursuant to the terms of the Indenture, the Retiring Trustee has notified the Issuer of its resignation as Trustee, Note Registrar and Paying Agent under the Indenture.

2.

Pursuant to the terms of the Indenture, effective as of the Effective Date, the Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and as successor to the Retiring Trustee in any other capacity in which the Retiring Trustee acts pursuant to the Indenture, and the Issuer hereby confers to the Successor Trustee all of the rights, title, interests, capacities, privileges, duties and responsibilities in such capacities under the Indenture.

3.

Effective as of the Effective Date, the Retiring Trustee hereby assigns, transfers, delivers and confers to the Successor Trustee all of its rights, title and interest under the Indenture including, without limitation, all of its rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities as Trustee and in any other capacity in which the Retiring Trustee acts pursuant to the Indenture.

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4.

Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee and in all other capacities in which the Retiring Trustee serves under the Indenture and agrees that, as of the Effective Date, it shall become vested with all the rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities of the Retiring Trustee with like effect as if originally named as Trustee and in such other capacities in which the Retiring Trustee serves under the Indenture; provided, however, that, notwithstanding any term herein or elsewhere to the contrary, the Successor Trustee does not hereby assume or agree to, and nothing herein shall be construed to transfer or impose upon the Successor Trustee, any of the foregoing obligations, duties, responsibilities or trusts arising or existing prior to the Effective Date, or any liabilities of the Retiring Trustee or obligations of the Retiring Trustee to be performed prior to the Effective Date (whether in its capacity as predecessor in any of such capacities or otherwise arising from any actions or omissions of the Retiring Trustee). The resignation, appointment and acceptance effected hereby shall become effective as 5:00 p.m. New York City time on the Effective Date.

5.

Effective as of the Effective Date, the Successor Trustee shall serve as Trustee and any other capacity in which the Retiring Trustee acts pursuant to the Indenture, as set forth in the Indenture, and its designated corporate trust office shall be located at 60 Wall Street, 27th Floor, mail Stop NYC60-2710, New York, New York 10005, or such other address as may be specified in writing by the Successor Trustee to the Issuer from time to time.

6.

On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall transfer and deposit with the Successor Trustee all money and property, if any, then held by the Retiring Trustee under the Indenture using the Successor Trustee’s wire instructions as set forth in Exhibit A hereto. After the Effective Date, the Retiring Trustee shall transfer and deposit with the Successor Trustee all money and property that the Retiring Trustee receives which were required by the terms of the Indenture to be held by the Retiring Trustee using the Successor Trustee’s wire instructions set forth in Exhibit A hereto or otherwise provided to the Retiring Trustee.

7.

On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall provide to the Successor Trustee originals, if available, or copies of all documents, materials, information and reports as more fully described and listed on Exhibit B attached hereto and incorporated herein by this reference (the “Information”), in each case to the extent such Information is in the possession of the Retiring Trustee. From and after the Effective Date, the Retiring Trustee further agrees that it will, upon reasonable request of the Successor Trustee, (1) provide to the Successor Trustee any additional information (other than with respect to internal or privileged information) in the possession of the Retiring Trustee relating to the Notes or the Indenture, (2) cooperate with the Successor Trustee to resolve any issues that arise with respect to the Information and (3) cooperate with any reasonable request by the Successor Trustee to more fully vest or confirm in the Successor Trustee the rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities of the Retiring Trustee in the Indenture assigned hereby. The Successor Trustee understands and agrees that the Retiring Trustee makes no representation or warranty regarding the accuracy or completeness of any Information or such additional information.

8.	On or as soon as reasonably practicable after the Effective Date, the Successor Trustee shall cause a notice, substantially in the form of Exhibit C hereto, to be sent to each Holder of the Notes.

9.

Each party hereto agrees that the Successor Trustee may conclusively rely on the Information for all purposes, without further inquiry, verification or independent investigation of any kind, including, without limitation, for purposes of carrying out its obligations as Successor Trustee. In addition, each party hereto hereby expressly agrees that the Successor Trustee shall have no liability for any failure, inability or delay on its part in performing or observing any duties, obligations or responsibilities in its capacity as Successor Trustee due to or resulting from any delay, failure or inability on the part of the Retiring Trustee in delivering any of the Information and materials, or any other deliverable required to

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10.	The Issuer hereby represent and warrant to the Successor Trustee as follows:

11.	The Retiring Trustee hereby represents and warrants to the Successor Trustee as follows:

a.	To the best of its knowledge, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing under the Indenture;

b.	No covenant or condition contained in the Indenture has been waived by the Retiring Trustee or, to the knowledge of Responsible Officers of the Retiring Trustee, by the Holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver;

c.	The Retiring Trustee has not, and as of the Effective Date will not have, as Trustee, entered into any supplement or amendment to the Indenture, except as set forth on Exhibit D attached hereto;

d.	All conditions precedent relating to the appointment of the Successor Trustee under the Indenture, that are required to be performed by the Retiring Trustee have been complied with by the Retiring Trustee; and

e.	It has lawfully and fully discharged its duties under the Indenture.

12.

The Successor Trustee hereby represents and warrants to the Retiring Trustee and to the Issuer that it is eligible under Section 709 of the Indenture and qualified and eligible under the Trust Indenture Act of 1939, as amended to date, to serve as Trustee under the Indenture and that it has the corporate power and authority to perform the duties and obligations of the Trustee under the Indenture and in all other capacities in which it or its affiliates perform under the Indenture.

13.	Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date:

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a.	it has power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and

b.	this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation and is enforceable against it, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity.

14.	The parties hereto agree that this Agreement does not constitute an assumption by the Successor Trustee of any liability of the Retiring Trustee arising out of any actions or inaction by the Retiring Trustee, prior to the Effective Date, in performance (or non-performance) of its duties under the Indenture.

15.	The parties hereto agree that as of the Effective Date all references to the Retiring Trustee as Trustee or any other capacity in which the Retiring Trustee acts pursuant to the Indenture shall be deemed to refer to the Successor Trustee.

16.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.

17.	All notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

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18.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The parties hereto hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto irrevocably consent to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process at their respective offices set forth in Section 18 hereof. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

19.	Nothing contained in this Agreement shall in any way affect the obligations or rights of the Issuer under the Indenture. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

20.

Fees paid in advance, if any, to the Retiring Trustee shall be credited to any current fees owed the Retiring Trustee for the period through and including the Effective Date, and the balance of such fees, if any, paid to but unearned by the Retiring Trustee for any period after the Effective Date shall be transferred by the Retiring Trustee to the Successor Trustee on the Effective Date using the Successor Trustee’s wire instructions as set forth on Exhibit A hereto, for deposit by the Successor Trustee. The fees payable by the Issuer on and after the Effective Date shall henceforth be invoiced by and paid to the Successor Trustee at such address and account as shall hereafter be provided by the Successor Trustee to the Issuer. The indemnification provisions set forth in the Indentures for the benefit of the Retiring Trustee shall survive the execution hereof and will remain in effect after the Effective Date.

21.

The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act, and in order to help fight the funding of terrorism and money laundering, the Successor Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Successor Trustee. The Issuer agrees that it will provide the Successor Trustee with such information as it may request in order for the Successor Trustee to satisfy the requirements of the USA Patriot Act.

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1.	Supplemental Indenture, dated June 21, 2013, among the Issuer, the guarantors from time to time party thereto and the Retiring Trustee.

1.	Pursuant to the terms of the Indenture, the Retiring Trustee has notified the Issuer of its resignation as Trustee, Note Registrar and Paying Agent under the Indenture.

2.

Pursuant to the terms of the Indenture, effective as of the Effective Date, the Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and as successor to the Retiring Trustee in any other capacity in which the Retiring Trustee acts pursuant to the Indenture, and the Issuer hereby confers to the Successor Trustee all of the rights, title, interests, capacities, privileges, duties and responsibilities in such capacities under the Indenture.

3.

Effective as of the Effective Date, the Retiring Trustee hereby assigns, transfers, delivers and confers to the Successor Trustee all of its rights, title and interest under the Indenture including, without limitation, all of its rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities as Trustee, Paying Agent, Note Registrar, Conversion Agent and in any other capacity in which the Retiring Trustee acts pursuant to the Indenture.

4.	Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee, Note Registrar, Paying Agent and Conversion Agent and in all other capacities in which the

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5.

Effective as of the Effective Date, the Successor Trustee shall serve as Trustee, Note Registrar, Paying Agent and Conversion Agent and any other capacity in which the Retiring Trustee acts pursuant to the Indenture, as set forth in the Indenture, and its designated corporate trust office shall be located at 60 Wall Street, 27th Floor, mail Stop NYC60-2710, New York, New York 10005, or such other address as may be specified in writing by the Successor Trustee to the Issuer from time to time.

6.

On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall transfer and deposit with the Successor Trustee all money and property, if any, then held by the Retiring Trustee under the Indenture using the Successor Trustee’s wire instructions as set forth in Exhibit A hereto. After the Effective Date, the Retiring Trustee shall transfer and deposit with the Successor Trustee all money and property that the Retiring Trustee receives which were required by the terms of the Indenture to be held by the Retiring Trustee using the Successor Trustee’s wire instructions set forth in Exhibit A hereto or otherwise provided to the Retiring Trustee.

7.

On or as soon as reasonably practicable after the Effective Date, the Retiring Trustee shall provide to the Successor Trustee originals, if available, or copies of all documents, materials, information and reports as more fully described and listed on Exhibit B attached hereto and incorporated herein by this reference (the “Information”), in each case to the extent such Information is in the possession of the Retiring Trustee. From and after the Effective Date, the Retiring Trustee further agrees that it will, upon reasonable request of the Successor Trustee, (1) provide to the Successor Trustee any additional information (other than with respect to internal or privileged information) in the possession of the Retiring Trustee relating to the Notes or the Indenture, (2) cooperate with the Successor Trustee to resolve any issues that arise with respect to the Information and (3) cooperate with any reasonable request by the Successor Trustee to more fully vest or confirm in the Successor Trustee the rights, title, powers, trusts, protections, indemnities, immunities, interests, capacities, privileges, duties and responsibilities of the Retiring Trustee in the Indenture assigned hereby. The Successor Trustee understands and agrees that the Retiring Trustee makes no representation or warranty regarding the accuracy or completeness of any Information or such additional information.

8.	On or as soon as reasonably practicable after the Effective Date, the Successor Trustee shall cause a notice, substantially in the form of Exhibit C hereto, to be sent to each Holder of the Notes.

9.

Each party hereto agrees that the Successor Trustee may conclusively rely on the Information for all purposes, without further inquiry, verification or independent investigation of any kind, including, without limitation, for purposes of carrying out its obligations as Successor Trustee. In addition, each party hereto hereby expressly agrees that the Successor Trustee shall have no liability for any failure, inability or delay on its part in performing or observing any duties, obligations or responsibilities in its capacity as Successor Trustee due to or resulting from any delay, failure or inability on the part of the

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10.	The Issuer hereby represent and warrant to the Successor Trustee as follows:

11.	The Retiring Trustee hereby represents and warrants to the Successor Trustee as follows:

a.	To the best of its knowledge, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing under the Indenture;

b.	No covenant or condition contained in the Indenture has been waived by the Retiring Trustee or, to the knowledge of Responsible Officers of the Retiring Trustee, by the Holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver;

c.	The Retiring Trustee has not, and as of the Effective Date will not have, as Trustee, entered into any supplement or amendment to the Indenture, except as set forth on Exhibit D attached hereto;

d.	All conditions precedent relating to the appointment of the Successor Trustee under the Indenture, that are required to be performed by the Retiring Trustee have been complied with by the Retiring Trustee; and

e.	It has lawfully and fully discharged its duties under the Indenture.

12.

The Successor Trustee hereby represents and warrants to the Retiring Trustee and to the Issuer that it is eligible under Section 709 of the Indenture and qualified and eligible under the Trust Indenture Act of 1939, as amended to date, to serve as Trustee under the Indenture and that it has the corporate power and authority to perform the duties and obligations of the Trustee under the Indenture and in all other capacities in which it or its affiliates perform under the Indenture.

13.	Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date:

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a.	it has power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and

b.	this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation and is enforceable against it, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity.

14.	The parties hereto agree that this Agreement does not constitute an assumption by the Successor Trustee of any liability of the Retiring Trustee arising out of any actions or inaction by the Retiring Trustee, prior to the Effective Date in performance (or non-performance) of its duties under the Indenture.

15.	The parties hereto agree that as of the Effective Date all references to the Retiring Trustee as Trustee, Note Registrar, Paying Agent, Conversion Agent or any other capacity in which the Retiring Trustee acts pursuant to the Indenture shall be deemed to refer to the Successor Trustee.

16.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.

17.	All notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

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18.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. The parties hereto hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto irrevocably consent to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process at their respective offices set forth in Section 18 hereof. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

19.	Nothing contained in this Agreement shall in any way affect the obligations or rights of the Issuer under the Indenture. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

20.

Fees paid in advance, if any, to the Retiring Trustee shall be credited to any current fees owed the Retiring Trustee for the period through and including the Effective Date, and the balance of such fees, if any, paid to but unearned by the Retiring Trustee for any period after the Effective Date shall be transferred by the Retiring Trustee to the Successor Trustee on the Effective Date using the Successor Trustee’s wire instructions as set forth on Exhibit A hereto, for deposit by the Successor Trustee. The fees payable by the Issuer on and after the Effective Date shall henceforth be invoiced by and paid to the Successor Trustee at such address and account as shall hereafter be provided by the Successor Trustee to the Issuer. The indemnification provisions set forth in the Indenture for the benefit of the Retiring Trustee shall survive the execution hereof and will remain in effect after the Effective Date.

21.

The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act, and in order to help fight the funding of terrorism and money laundering, the Successor Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Successor Trustee. The Issuer agrees that it will provide the Successor Trustee with such information as it may request in order for the Successor Trustee to satisfy the requirements of the USA Patriot Act.

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ARTICLE I DEFINITIONS	2

ARTICLE II SERIES 2013-1 ALLOCATIONS	30

Section 2.1.	Establishment of Series 2013-1 Collection Account, Series 2013-1 Excess Collection Account and Series 2013-1 Accrued Interest Account    30

Section 2.2.	Allocations with Respect to the Series 2013-1 Notes    30

Section 2.3.	Payments to Noteholders    36

Section 2.4.	Payment of Note Interest    41

Section 2.5.	Payment of Note Principal    41

Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment    50

Section 2.7.	Series 2013-1 Reserve Account    50

Section 2.8.	Series 2013-1 Letters of Credit and Series 2013-1 Cash Collateral Account    54

Section 2.9.	Series 2013-1 Distribution Account    61

Section 2.10.	Series 2013-1 Accounts Permitted Investments    63

Section 2.11.	Series 2013-1 Demand Notes Constitute Additional Collateral for Series 2013-1 Notes    63

Section 2.12.	Subordination of the Class B Notes and Class C Notes    64

ARTICLE III AMORTIZATION EVENTS	64

ARTICLE IV FORM OF SERIES 2013-1 NOTES	66

Section 4.1.	Restricted Global Series 2013-1 Notes    66

Section 4.2.	Temporary Global Series 2013-1 Notes; Permanent Global Series 2013-1 Notes    66

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ARTICLE V GENERAL	67

Section 5.1.	Optional Repurchase    67

Section 5.2.	Information    67

Section 5.3.	Exhibits    67

Section 5.4.	Ratification of Base Indenture    68

Section 5.5.	Counterparts    68

Section 5.6.	Governing Law    68

Section 5.7.	Amendments    68

Section 5.8.	Discharge of Indenture    68

Section 5.9.	Notice to Rating Agencies    68

Section 5.10.	Capitalization of ABRCF    69

Section 5.11.	Required Noteholders.    69

Section 5.12.	Series 2013-1 Demand Notes    69

Section 5.13.	Termination of Supplement    69

Section 5.14.	Noteholder Consent to Certain Amendments    69

Section 5.15.	Confidential Information.    70

Section 5.16.	Capitalized Cost Covenant    71

Section 5.17.	Further Limitation of Liability.    71

Section 5.18.	Series 2013-1 Agent.    71

Section 5.19.	Force Majeure.    71

Section 5.20.	Waiver of Jury Trial, etc.    71

Section 5.21.	Submission to Jurisdiction.    72

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ARTICLE I DEFINITIONS	2

ARTICLE II SERIES 2012-3 ALLOCATIONS	30

Section 2.1.	Establishment of Series 2012-3 Collection Account, Series 2012-3 Excess Collection Account and Series 2012-3 Accrued Interest Account    30

Section 2.2.	Allocations with Respect to the Series 2012-3 Notes    30

Section 2.3.	Payments to Noteholders    36

Section 2.4.	Payment of Note Interest    41

Section 2.5.	Payment of Note Principal    41

Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment    50

Section 2.7.	Series 2012-3 Reserve Account    50

Section 2.8.	Series 2012-3 Letters of Credit and Series 2012-3 Cash Collateral Account    54

Section 2.9.	Series 2012-3 Distribution Account    62

Section 2.10.	Series 2012-3 Accounts Permitted Investments    63

Section 2.11.	Series 2012-3 Demand Notes Constitute Additional Collateral for Series 2012-3 Notes    64

Section 2.12.	Subordination of the Class B Notes and Class C Notes    64

ARTICLE III AMORTIZATION EVENTS	65

ARTICLE IV FORM OF SERIES 2012-3 NOTES	66

Section 4.1.	Restricted Global Series 2012-3 Notes    66

Section 4.2.	Temporary Global Series 2012-3 Notes; Permanent Global Series 2012-3 Notes    66

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ARTICLE V GENERAL	67

Section 5.1.	Optional Repurchase    67

Section 5.2.	Information    67

Section 5.3.	Exhibits    67

Section 5.4.	Ratification of Base Indenture    68

Section 5.5.	Counterparts    68

Section 5.6.	Governing Law    68

Section 5.7.	Amendments    68

Section 5.8.	Discharge of Indenture    68

Section 5.9.	Notice to Rating Agencies    69

Section 5.10.	Capitalization of ABRCF    69

Section 5.11.	Required Noteholders.    69

Section 5.12.	Series 2012-3 Demand Notes    69

Section 5.13.	Termination of Supplement    69

Section 5.14.	Noteholder Consent to Certain Amendments    69

Section 5.15.	Confidential Information.    70

Section 5.16.	Capitalized Cost Covenant    71

Section 5.17.	Further Limitation of Liability.    71

Section 5.18.	Series 2012-3 Agent.    71

Section 5.19.	Force Majeure.    71

Section 5.20.	Waiver of Jury Trial, etc.    72

Section 5.21.	Submission to Jurisdiction.    72

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ARTICLE I DEFINITIONS	2

ARTICLE II SERIES 2012-2 ALLOCATIONS	29

Section 2.1.	Establishment of Series 2012-2 Collection Account, Series 2012-2 Excess Collection Account and Series 2012-2 Accrued Interest Account    29

Section 2.2.	Allocations with Respect to the Series 2012-2 Notes    30

Section 2.3.	Payments to Noteholders    36

Section 2.4.	Payment of Note Interest    40

Section 2.5.	Payment of Note Principal    40

Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment    49

Section 2.7.	Series 2012-2 Reserve Account    50

Section 2.8.	Series 2012-2 Letters of Credit and Series 2012-2 Cash Collateral Account    54

Section 2.9.	Series 2012-2 Distribution Account    61

Section 2.10.	Series 2012-2 Accounts Permitted Investments    63

Section 2.11.	Series 2012-2 Demand Notes Constitute Additional Collateral for Series 2012-2 Notes    63

Section 2.12.	Subordination of the Class B Notes and Class C Notes    63

ARTICLE III AMORTIZATION EVENTS	64

ARTICLE IV FORM OF SERIES 2012-2 NOTES	65

Section 4.1.	Restricted Global Series 2012-2 Notes    65

Section 4.2.	Temporary Global Series 2012-2 Notes; Permanent Global Series 2012-2 Notes    66

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ARTICLE V GENERAL	66

Section 5.1.	Optional Repurchase    66

Section 5.2.	Information    66

Section 5.3.	Exhibits    66

Section 5.4.	Ratification of Base Indenture    67

Section 5.5.	Counterparts    67

Section 5.6.	Governing Law    67

Section 5.7.	Amendments    67

Section 5.8.	Discharge of Indenture    68

Section 5.9.	Notice to Rating Agencies    68

Section 5.10.	Capitalization of ABRCF    68

Section 5.11.	Required Noteholders.    68

Section 5.12.	Series 2012-2 Demand Notes    68

Section 5.13.	Termination of Supplement    68

Section 5.14.	Noteholder Consent to Certain Amendments    69

Section 5.15.	Confidential Information.    69

Section 5.16.	Capitalized Cost Covenant    70

Section 5.17.	Further Limitation of Liability.    70

Section 5.18.	Series 2012-2 Agent.    70

Section 5.19.	Force Majeure.    71

Section 5.20.	Waiver of Jury Trial, etc.    71

Section 5.21.	Submission to Jurisdiction.    71

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ARTICLE I DEFINITIONS	2

ARTICLE II SERIES 2011-5 ALLOCATIONS	29

Section 2.1.	Establishment of Series 2011-5 Collection Account, Series 2011-5 Excess Collection Account and Series 2011-5 Accrued Interest Account    29

Section 2.2.	Allocations with Respect to the Series 2011-5 Notes    29

Section 2.3.	Payments to Noteholders    35

Section 2.4.	Payment of Note Interest    40

Section 2.5.	Payment of Note Principal    40

Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment    49

Section 2.7.	Series 2011-5 Reserve Account    49

Section 2.8.	Series 2011-5 Letters of Credit and Series 2011-5 Cash Collateral Account    53

Section 2.9.	Series 2011-5 Distribution Account    61

Section 2.10.	Series 2011-5 Accounts Permitted Investments    62

Section 2.11.	Series 2011-5 Demand Notes Constitute Additional Collateral for Series 2011-5 Notes    63

Section 2.12.	Subordination of the Class B Notes and Class C Notes    63

ARTICLE III AMORTIZATION EVENTS	64

ARTICLE IV FORM OF SERIES 2011-5 NOTES	65

Section 4.1.	Restricted Global Series 2011-5 Notes    65

Section 4.2.	Temporary Global Series 2011-5 Notes; Permanent Global Series 2011-5 Notes    65

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ARTICLE V GENERAL	66

Section 5.1.	Optional Repurchase    66

Section 5.2.	Information    66

Section 5.3.	Exhibits    66

Section 5.4.	Ratification of Base Indenture    67

Section 5.5.	Counterparts    67

Section 5.6.	Governing Law    67

Section 5.7.	Amendments    67

Section 5.8.	Discharge of Indenture    68

Section 5.9.	Notice to Rating Agencies    68

Section 5.10.	Capitalization of ABRCF    68

Section 5.11.	Required Noteholders.    68

Section 5.12.	Series 2011-5 Demand Notes    68

Section 5.13.	Termination of Supplement    68

Section 5.14.	Noteholder Consent to Certain Amendments    68

Section 5.15.	Confidential Information.    69

Section 5.16.	Capitalized Cost Covenant    70

Section 5.17.	Further Limitation of Liability.    70

Section 5.18.	Series 2011-5 Agent.    70

Section 5.19.	Force Majeure.    70

Section 5.20.	Waiver of Jury Trial, etc.    71

Section 5.21.	Submission to Jurisdiction.    71

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ARTICLE I DEFINITIONS	2

ARTICLE II SERIES 2011-3 ALLOCATIONS	29

Section 2.1.	Establishment of Series 2011-3 Collection Account, Series 2011-3 Excess Collection Account and Series 2011-3 Accrued Interest Account    29

Section 2.2.	Allocations with Respect to the Series 2011-3 Notes    30

Section 2.3.	Payments to Noteholders    35

Section 2.4.	Payment of Note Interest    40

Section 2.5.	Payment of Note Principal    40

Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment    49

Section 2.7.	Series 2011-3 Reserve Account    50

Section 2.8.	Series 2011-3 Letters of Credit and Series 2011-3 Cash Collateral Account    53

Section 2.9.	Series 2011-3 Distribution Account    61

Section 2.10.	Series 2011-3 Accounts Permitted Investments    63

Section 2.11.	Series 2011-3 Demand Notes Constitute Additional Collateral for Series 2011-3 Notes    63

Section 2.12.	Subordination of the Class B Notes and Class C Notes    63

ARTICLE III AMORTIZATION EVENTS	64

ARTICLE IV FORM OF SERIES 2011-3 NOTES	65

Section 4.1.	Restricted Global Series 2011-3 Notes    65

Section 4.2.	Temporary Global Series 2011-3 Notes; Permanent Global Series 2011-3 Notes    66

ARTICLE V GENERAL	66

Section 5.1.	Optional Repurchase    66

Section 5.2.	Information    66

Section 5.3.	Exhibits    66

Section 5.4.	Ratification of Base Indenture    67

Section 5.5.	Counterparts    67

Section 5.6.	Governing Law    67

Section 5.7.	Amendments    67

Section 5.8.	Discharge of Indenture    68

Section 5.9.	Notice to Rating Agencies    68

Section 5.10.	Capitalization of ABRCF    68

Section 5.11.	Required Noteholders.    68

Section 5.12.	Series 2011-3 Demand Notes    68

Section 5.13.	Termination of Supplement    68

Section 5.14.	Noteholder Consent to Certain Amendments    69

Section 5.15.	Confidential Information.    69

Section 5.16.	Capitalized Cost Covenant    70

Section 5.17.	Further Limitation of Liability.    70

Section 5.18.	Series 2011-3 Agent.    70

Section 5.19.	Force Majeure.    71

Section 5.20.	Waiver of Jury Trial, etc.    71

Section 5.21.	Submission to Jurisdiction.    71

(a)	Consists of interest expense on all indebtedness (including amortization of deferred financing costs) and the portion of operating lease rental expense that is representative of the interest factor. Interest expense on all indebtedness is detailed as follows:

1.	I have reviewed this quarterly report on Form 10-Q of Avis Budget Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of Avis Budget Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.