Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 5, 2018 (May 30, 2018)
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-10308
 
06-0918165
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
6 Sylvan Way
Parsippany, NJ

07054
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
 
 
973-496-4700
(Registrant’s telephone number, including area code)
 
 
 
 
 
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 1.01
 
Entry into a Material Definitive Agreement.

On May 30, 2018, CarFin Finance International DAC and certain subsidiaries of Avis Budget Group, Inc. (the “Company”) entered into an Tenth Master Amendment and Restatement Deed in order to amend the terms of its European rental fleet securitization program. Under the program, CarFin Finance International DAC may issue registered variable funding notes with a term of up to three years. The Company’s rental vehicle fleets in Italy, Germany, Spain, France and the Netherlands serve as underlying security for the notes. Proceeds from the issuance of the notes are made available, on a revolving basis, to special-purpose Company subsidiaries to purchase vehicles for the Company’s rental vehicle fleets in Italy, Germany, Spain, France and the Netherlands. The Tenth Master Amendment and Restatement Deed amends the securitization program to, among other things, increase the maximum outstanding amount of notes issued under the facility to €1.8 billion.

Certain holders of the notes issued in the securitization, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Tenth Master Amendment and Restatement Deed, which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.

Item 2.03
 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information described above under Item 1.01 of this report is incorporated into this Item 2.03 by reference.

Item 9.01
 
Exhibits.

(d) Exhibits.

The following exhibit is filed as part of this report:

Exhibit No.
Description
10.1

*Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 
AVIS BUDGET GROUP, INC.


 
By:
 
/s/ Bryon L. Koepke
 
Name:
Bryon L. Koepke
 
Title:
Senior Vice President and Corporate Secretary
 
 
 


Date: June 5, 2018



AVIS BUDGET GROUP, INC.
CURRENT REPORT ON FORM 8-K
Report Dated June 5, 2018 (May 30, 2018)

EXHIBIT INDEX


Exhibit No.
Description
10.1
Tenth Master Amendment and Restatement Deed, by and among CarFin Finance International DAC, Credit Agricole Corporate And Investment Bank, Deutsche Trustee Company Limited, Credit Agricole Corporate And Investment Bank, the Opcos, Servicers, Lessees and FleetCos listed therein, Avis Budget Car Rental, LLC, Avis Finance Company Limited, Avis Budget EMEA Limited, the Account Banks listed therein, Deutsche Bank Ag, London Branch, the Senior Noteholders and certain other entities named therein, dated May 30, 2018.*

*Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.

Exhibit

Dated 30 May 2018
CARFIN FINANCE INTERNATIONAL DAC 
as the Issuer and FCT Noteholder
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as Arranger and Transaction Agent
DEUTSCHE TRUSTEE COMPANY LIMITED 
as Issuer Security Trustee
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as FleetCo Security Agent
CERTAIN ENTITIES NAMED HEREIN 
as Opcos, Servicers and Lessees
CERTAIN ENTITIES NAMED HEREIN 
as FleetCos
AVIS BUDGET CAR RENTAL, LLC  
as the Parent
AVIS FINANCE COMPANY LIMITED  
as Finco, the Subordinated Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT Lender
AVIS BUDGET EMEA LIMITED
as Avis Europe
CERTAIN ENTITIES NAMED HEREIN 
as the Account Banks
DEUTSCHE BANK AG, LONDON BRANCH 
as Issuer Cash Manager, Dutch FleetCo Spanish Account Bank Operator, Dutch FleetCo German Account Bank Operator, Dutch FleetCo Dutch Account Bank Operator, French FleetCo Account Bank Operator, and FleetCo Back-up Cash Manager
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as French Intermediary Bank and FCT Servicer
CACEIS BANK FRANCE  
as FCT Custodian
FCT CARFIN
represented by
EUROTITRISATION
as the FCT Management Company
CERTAIN ENTITIES NAMED HEREIN 
as the Senior Noteholders
and
CERTAIN OTHER ENTITIES NAMED HEREIN
TENTH MASTER AMENDMENT AND RESTATEMENT DEED
Linklaters
Ref: L-272167
Linklaters LLP






 
TABLE OF CONTENTS
 
 
 
Page
1
Definitions and Interpretation
3
2
Amendment and Restatement of the Original Master Definitions Agreement
3
3
Amendment and Restatement to the Original Framework Agreement
3
4
Amendments to the Original Issuer Note Issuance Facility Agreement
4
5
Amendments to the Original Cash Management Agreement
5
6
Amendment Date
6
7
Transaction Agent
8
8
Issuer Security Trustee and FleetCo Security Agent
9
9
Senior Noteholders Consent
9
10
Increase in Senior Noteholder Commitment and accession of new Senior Noteholders
9
11
Senior Advance Drawdown Notice
10
12
Transaction Documents
10
13
Confirmation of Guarantees
10
14
Confirmation and acknowledgement of Security
10
15
Illegality
11
16
Rights and Remedies
11
17
Counterparts
11
18
Incorporation of Common Terms
11
19
Third Party Rights
11
20
Governing Law and Jurisdiction
11
Schedule 1:
The Parties
12
Schedule 2:
Amended and Restated Master Definitions Agreement
16
Schedule 3:
Amended and Restated Framework Agreement
17
Schedule 4:
Reliance Letters and Opinions
18
 
Conditions Precedent
18
 
Execution Page
i





This Amendment and Restatement Deed is made on 30th May 2018 between:
(1)
CARFIN FINANCE INTERNATIONAL DAC, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the “Issuer” and the “FCT Noteholder”);
(2)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Transaction Agent” and “Arranger”);
(3)
DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);
(4)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);
(5)
THE OPCOS, the SERVICERS and LESSEES listed in part 1 of Schedule 1 (The Parties) hereto including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);
(6)
THE FLEETCOS listed in part 2 of Schedule 1 (The Parties) hereto;
(7)
AVIS BUDGET CAR RENTAL, LLC (the “Parent”);
(8)
AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer”, the “Avis Italian VAT Lender” and the “Maggiore Italian VAT Lender”);
(9)
AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);
(10)
THE ACCOUNT BANKS listed in part 3 of Schedule 1 (The Parties) hereto;
(11)
DEUTSCHE BANK AG, LONDON BRANCH (the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” the “Issuer Cash Manager”, the “FleetCo Dutch Back-up Cash Manager”, the “FleetCo French Back-up Cash Manager”, the “FleetCo German Back-up Cash Manager”, the “FleetCo Italian Back-up Cash Manager” and the “FleetCo Spanish Back-up Cash Manager”);
(12)
THE SENIOR NOTEHOLDERS listed in part 4 of Schedule 1 (The Parties) hereto (the “Senior Noteholders”, and HSBC France SA and Société Générale Capital Market Finance S.A. are the “Acceding Senior Noteholders”;
(13)
INTERTRUST FINANCE MANAGEMENT (IRELAND) LIMITED (the “Issuer Corporate Services Provider” and the “FleetCo Holdings Corporate Services Provider”);
(14)
CARFIN FINANCE HOLDINGS DAC, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (“FleetCo Holdings”);


1


(15)
INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the “Dutch FleetCo Corporate Services Providers”, together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the “Corporate Services Providers”);
(16)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“French Intermediary Bank” and “FCT Servicer”);
(17)
FCT CARFIN (the ”FCT”) represented by EUROTITRISATION (the “FCT Management Company”);
(18)
CACEIS BANK FRANCE (the “FCT Custodian”);
(19)
THE BANK OF NOVA SCOTIA and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “Issuer Hedge Counterparties”);
(20)
CACEIS CORPORATE TRUST (the “FCT Registrar”); and
(21)
DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”),
each of the above a “Party” and together the “Parties” to this Deed.
WHEREAS
(A)
Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013, as amended and restated by a third master amendment and restatement agreement dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014, as amended by a fifth master amendment deed dated 17 December 2014, as amended and restated by a sixth master amendment and restatement deed dated 16 April 2015, a seventh master amendment and restatement deed dated 22 January 2016, an eighth master amendment and restatement deed dated 15 April 2016 and a ninth master amendment and restatement deed dated 16 May 2017 (the “Original Master Definitions Agreement”).
(B)
Certain of the Parties hereto entered into an Issuer Note Issuance Facility Agreement dated 5 March 2013 as amended by a second amendment agreement dated 15 April 2013 and as amended and restated by a third master amendment and restatement deed dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014 (the “Original Issuer Note Issuance Facility Agreement”).


2


(C)
Certain of the Parties hereto entered into a Framework Agreement dated 5 March 2013, as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third master amendment and restatement agreement dated 21 May 2014, a fourth master amendment and restatement deed dated 15 December 2014, a seventh master amendment and restatement deed dated 22 January 2016, an eight master amendment and restatement deed dated 15 April 2016 and a ninth master amendment and restatement deed dated 16 May 2017 (the “Original Framework Agreement”).
(D)
Certain of the Parties hereto entered into an Issuer Deed of Charge dated 5 March 2013, as amended by a ninth master amendment and restatement deed dated 16 May 2017. As security for the increase in the Total Senior Noteholder Commitments, the parties to the Issuer Deed of Charge together with the Acceeding Senior Noteholders have agreed to enter into a Supplemental Issuer Deed of Charge on or about the date hereof (the “Supplemental Issuer Deed of Charge”).
(E)
The Parties have agreed to amend and restate the Original Master Definitions Agreement and the Original Framework Agreement and to amend the Original Note Issuance Facility Agreement and the Original Cash Management Agreement on the terms and conditions set out below.
1
Definitions and Interpretation
1.1
Unless otherwise defined herein or the context otherwise requires, terms defined in the Original Master Definitions Agreement (as amended or amended and restated from time to time) have the same meaning in this Deed. Subject to Clause 1.2 below, the provisions of clause 2 (Principles of Interpretation and Construction) of the Original Master Definitions Agreement (as amended or amended and restated from time to time) shall apply herein as if set out in full herein and as if references therein to a “Relevant Agreement” were to this Deed. In addition, “Amendment Date” has the meaning given in Clause 7 (Amendment Date).
1.2
A reference to a “Clause” is a reference to a clause of this Deed.
2
Amendment and Restatement of the Original Master Definitions Agreement
The Original Master Definitions Agreement is amended and restated in the form set out in Schedule 2 (Amended and Restated Master Definitions Agreement) (the “Amended and Restated Master Definitions Agreement”) and the rights and obligations of the parties (excluding such rights and obligations accrued prior to the Amendment Date) to the Original Master Definitions Agreement shall be governed by the Amended and Restated Master Definitions Agreement.
3
Amendment and Restatement of the Original Framework Agreement
The Original Framework Agreement is amended and restated in the form set out in Schedule 3 (Amended and Restated Framework Agreement) (the “Amended and Restated Framework Agreement”) and the rights and obligations of the parties (excluding such rights and obligations accrued prior to the Amendment Date) to the Original Framework Agreement shall be governed by the Amended and Restated Framework Agreement.
4
Amendments to the Original Issuer Note Issuance Facility Agreement


3


4.1
The Original Issuer Note Issuance Facility Agreement shall be amended as follows:
4.1.1
by deleting the second paragraph of clause 2.1 in its entirety and replacing it with the following:
“Each Senior Note will have a minimum denomination of €100,000 and may be issued and redeemed in integral multiples of €1,000 in excess thereof. All Senior Notes shall be issued subject to, and with the benefit of, this Agreement, the Issuer Deed of Charge, the Supplemental Issuer Deed of Charge and the Framework Agreement and will rank pari passu without preference or priority in point of security amongst themselves.”;
4.1.2
by deleting clause 5.1.1 in its entirety and replacing it with the following:
“The Issuer may request an increase in the Total Senior Noteholder Commitments, provided that the Total Senior Noteholder Commitments shall not exceed EUR 10,000,000,000 and that such increase is subject to and conducted in accordance with this Clause 5.1. For the avoidance of doubt, no Senior Noteholder is obliged to consent to such a request and its Senior Noteholder Commitment will not be affected by any other Senior Noteholder consenting to such a request.”;
4.1.3
by deleting clause 9.2 in its entirety and replacing it with the following:
Mandatory repayment - Final Maturity of Senior Notes
Subject to Clause 9.3 (Mandatory Redemption in Whole or Part upon Prepayment or Repayment under the relevant FleetCo Facility Agreement) below and the terms of the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge, the Senior Notes Principal Amount Outstanding of each Senior Note together with any accrued and unpaid interest on such Senior Advance shall be due and payable by the Issuer on the Final Maturity Date.”;
4.1.4
by deleting clauses 21.1 and 21.2 in their entirety and replacing them with the following:
Assignments and Transfers by the Issuer
The Issuer may not assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the Issuer Security Trustee and the Transaction Agent, otherwise than in accordance with the Issuer Deed of Charge and/or the Supplemental Issuer Deed of Charge.
Assignments and Transfers by the Issuer Security Trustee
The Issuer Security Trustee may at its sole discretion assign all or any of its rights under or in respect of this Agreement without the prior written consent of any person to any successor Issuer Security Trustee in exercise of its rights under the Issuer Deed of Charge and/or the Supplemental Issuer Deed of Charge, provided such assignment is in accordance with the Issuer Deed of Charge and/or the Supplemental Issuer Deed of Charge, as applicable.”; and
4.1.5
by deleting clauses 21.4(vii) and 21.4(viii) in their entirety and replacing them with the following:


4


“(vii)     each Senior Noteholder involved in the transfer has entered into a new Senior Noteholder Fee Letter specifying, amongst other things, its Senior Noteholder Commitment;
(viii)     (other than in the case of a transfer to another member of the relevant Senior Noteholder Group) prior written consent of the Central Servicer has been obtained (such consent not to be unreasonably withheld or delayed); and
(ix)    notwithstanding paragraph (viii) above, the prior consent of the Central Servicer will not be required following the occurrence of an Issuer Event of Default.
With respect to an Acceding Senior Noteholder, if each of the conditions noted in 21.4(i) to (ix) above have been satisfied, the Issuer shall provide a Restricted Note Certificate or an Unrestricted Note Certificate, as applicable, to the Acceding Senior Noteholder.”
5
Amendments to the Original Cash Management Agreement
5.1
The Original Cash Management Agreement shall be amended as follows:
5.1.1
by deleting clause 4.1.1 in its entirety and replacing it with the following:
“act as Issuer Cash Manager to the Issuer Security Trustee under the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge on the terms of this Agreement (with consequential amendments as necessary and except that the Issuer Security Trustee’s liability under this Agreement for the indemnification, remuneration and expenses of the Issuer Cash Manager will be limited to the amounts for the time being held by the Issuer Security Trustee on the terms of the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge) and thereafter shall hold all documents and records held by it in respect of the Issuer Cash Management Services to the order of the Issuer Security Trustee; and”
5.1.2
by deleting clauses 14.1 and 14.2 in their entirety and replacing them with the following:
Assignment by the Issuer: The Issuer shall not be entitled to assign or transfer all or any of its rights or obligations hereunder, except that the Issuer may assign the benefit of its rights hereunder to the Issuer Security Trustee pursuant to the Issuer Deed of Charge and/or the Supplemental Issuer Deed of Charge.
Assignment by the Issuer Security Trustee: The Issuer Security Trustee may only assign or transfer all its rights and obligations hereunder to a successor Issuer Security Trustee in accordance with the Issuer Deed of Charge and/or the Supplemental Issuer Deed of Charge.”
6
Acknowledgement of Merger
The Parties hereto acknowledge and agree that further to the merger (fusione) by way of incorporation of Maggiore Rent S.p.A. into Avis Budget Italia S.p.A., with effect as of 1 January 2018 (the "Merger") Avis Budget Italia S.p.A. has succeeded to Maggiore Rent S.p.A. in all the contractual relationships and, in general, in all the rights, obligations and capacities of Maggiore


5


Rent S.p.A. in the context of the transactions contemplated by this Deed, the Maggiore Master Lease Agreement and the Maggiore Italian Servicing Agreement. Accordingly, further to the Merger, any reference in the Maggiore Master Lease Agreement and the Maggiore Italian Servicing Agreement to Maggiore Rent S.p.A. in any capacity, including that of Lessee and Maggiore Italian Servicer, shall be referred to, mutatis mutandis, as Avis Budget Italia S.p.A.
7
Amendment Date
7.1
Unless stated otherwise in this Deed, the Parties hereby agree that the amendments set out in Clause 2 (Amendment and Restatement of the Original Master Definitions Agreement), Clause 3 (Amendment and Restatement of the Original Framework Agreement), Clause 4 (Amendments to the Original Issuer Note Issuance Facility Agreement) and Clause 5 (Amendments to the Original Cash Management Agreement) shall be effective from and including the date (the “Amendment Date”) the Transaction Agent has received the following documents in form and substance satisfactory to the Transaction Agent:
7.1.1
a closing certificate dated the Amendment Date given by an authorised signatory of the Issuer, substantially in the form distributed to the Transaction Agent prior to signing this Deed, including confirmations that:
(i)
no Issuer Event of Default has occurred and is continuing or would result from such increase in the Total Senior Noteholder Commitments;
(ii)
the Issuer Repeating Representations being repeated are true and correct;
7.1.2
a legal opinion of Arthur Cox, legal advisers to the Parent in Ireland, as to the capacity and authority of Carfin Finance International DAC and Carfin Finance Holdings DAC;
7.1.3
a legal opinion of the internal counsel of Avis as to the capacity and authority of Avis Budget Car Rental, LLC;
7.1.4
a legal opinion of Clifford Chance LLP, legal advisers to the Parent in England, as to the capacity and authority of Avis Finance Company Limited and Avis Budget EMEA Limited;
7.1.5
a legal opinion of Clifford Chance LLP, legal advisers to the Parent in the Netherlands, as to the capacity and authority of Budget Autoverhuur B.V. and FinCar Fleet B.V;
7.1.6
a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Italy, as to the capacity and authority of Avis Budget Italia S.p.A and Avis Budget Italia S.p.A Fleet Co, S.A.p.A;
7.1.7
a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Spain, as to the capacity and authority of Avis Alquile un Coche, S.A. and FinCar Fleet V.C. Sucusal on España;
7.1.8
a legal opinion of Clifford Chance Deutschland LLP, legal advisers to the Parent in Germany, as to the capacity and authority of Avis Budget Autovermietung GmbH & Co. KG;


6


7.1.9
a legal opinion of Clifford Chance LLP, legal advisers to the Parent in France, as to the capacity and authority of Avis Location de Voitures SAS and AB FleetCo;
7.1.10
a legal opinion of Clifford Chance Deutschland LLP, legal advisers to the Parent in Germany, as to the enforceability of the Transaction Documents;
7.1.11
a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to set-off and retention of title under German law;
7.1.12
a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to third party rights;
7.1.13
a legal memorandum of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to tax (liquidation);
7.1.14
a legal opinion of Clifford Chance Deutschland LLP, legal advisors to the Parent in Germany, relating to tax;
7.1.15
a legal memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to the insolvency of German Opco;
7.1.16
a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to the Legal Services Act;
7.1.17
a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to Dutch Fleetco bankruptcy remoteness;
7.1.18
a memorandum of Linklaters LLP, legal advisors to the Arranger in Germany, relating to licence requirements;
7.1.19
a legal opinion of Linklaters LLP, legal advisors to the Arranger in Germany;
7.1.20
a memorandum of Linklaters LLP, legal advisors to the Arranger in Italy, relating to insolvency law questions in relation to Italian Opco;
7.1.21
a legal opinion of Linklaters LLP, legal advisors to the Arranger in Italy;
7.1.22
the reliance letters and opinions listed at Schedule 4 (Reliance Letters and Opinions) addressed to each of HSBC France SA and Société Générale Capital Market Finance S.A. as Senior Noteholders;
7.1.23
an executed copy of the Supplemental Issuer Deed of Charge; and
7.1.24
an executed copy of an Issuer Security Power of Attorney, substantially in the form set out at schedule 1 (Form of Issuer Security Power of Attorney) to the Supplemental Issuer Deed of Charge,
and provided that:
7.1.25
to the extent that the Senior Notes are immediately before the Amendment Date ascribed a rating by one or more Rating Agencies that the Issuer has received Rating Agency Affirmation;


7


7.1.26
in the case of an Acceding Senior Noteholder the Issuer has issued a Further Senior Note in accordance with clause 4 (Further Senior Notes Issues) of the Issuer Note Issuance Facility Agreement and provided a Restricted Note Certificate or an Unrestricted Note Certificate, as applicable, to the Acceding Senior Noteholder;
7.1.27
each increased Senior Noteholder Commitment and any issuance of one or more Further Senior Notes in respect thereof shall be made in accordance with and subject to the terms and conditions of the Issuer Transaction Documents;
7.1.28
in the case of an Acceding Senior Noteholder, the Acceding Senior Noteholder accedes to the terms of the Issuer Transaction Documents to which the Senior Noteholders are a party by duly executing and entering into a document in the form set out in part 2 (Form of Senior Noteholder Accession Deed) of schedule 6 (Forms of Accession Deed) to the Framework Agreement;
7.1.29
in the case of an Acceding Senior Noteholder that is a Conduit:
(i)
such Conduit confirms that it has entered into an appropriate Liquidity Facility Arrangement or Liquidity Facility Arrangements with one or more Liquidity Provider, each as the context shall require; and
(ii)
if applicable, a Rating Agency Affirmation has been received from the relevant Rating Agency;
7.1.30
in the case of an Acceding Senior Noteholder, the Acceding Senior Noteholder is a Qualifying Senior Noteholder and, in the case of a Senior Noteholder who satisfies the condition in paragraph A of the definition of “Qualifying Senior Noteholder”, it has duly executed a Quoted Eurobond WHT Form substantially in the form of schedule 9 to the Issuer Note Issuance Facility Agreement (Quoted Eurobond WHT Form) and provided such form to the Issuer (with a copy to the Issuer Cash Manager and the Issuer Account Bank); and
7.1.31
in the case of an Acceding Senior Noteholder, it has entered into a Senior Noteholder Fee Letter specifying, among other things, its Senior Noteholder Commitment.
7.2
Notwithstanding anything to the contrary contained herein, if for any reason this Deed fails to be effective on the Amendment Date, this Deed shall terminate and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed prior to the date hereof. The Transaction Agent shall notify the other parties hereto of the occurrence of the Amendment Date.
8
Transaction Agent
8.1
In accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modification of Transaction Documents by the Transaction Agent) of the Framework Agreement, each Senior Noteholder hereby instructs and directs the Transaction Agent to consent to all the amendments required to be agreed by such Senior Noteholder as set out herein.
8.2
The Transaction Agent hereby consents to all amendments referred to herein.


8


9
Issuer Security Trustee and FleetCo Security Agent
9.1
In accordance with clause 24.3.1 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the Issuer Security Trustee to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the Issuer Security Trustee as set out herein.
9.2
In accordance with clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the FleetCo Security Agent to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the FleetCo Security Agent as set out herein.
10
Senior Noteholders Consent
Each of the Senior Noteholders hereby consents to the amendments contemplated by and set out in this Deed and Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.
11
Increase in Senior Noteholder Commitments and accession of new Senior Noteholders
11.1
Notwithstanding any provision of the Issuer Note Issuance Facility Agreement (in particular clauses 4.1, 5.1 and 21.4 therein), each of the Parties to this Deed that is also a party to the Issuer Note Issuance Facility Agreement hereby consents to:
11.1.1
the increase in Senior Noteholder Commitments as set out in the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed and as set out in the definition of “Total Senior Noteholder Commitments” in the Amended and Restated Master Definitions Agreement; and
11.1.2
the accession of the Acceding Senior Noteholders as new Senior Noteholders and the issuance of Further Senior Notes to each of them, as set out in, among other documents, the Senior Noteholder Accession Deeds and the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.
11.2
The Central Servicer hereby consents to the accession of the Acceding Senior Noteholders as new Senior Noteholders and the issuance of Further Senior Notes to each of them, as set out in, among other documents, the Senior Noteholder Accession Deeds and the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.
12
Senior Advance Drawdown Notice
12.1
Notwithstanding any provision of the Issuer Note Issuance Facility Agreement, no Senior Noteholder is obliged to pay, or procure the payment of, the subscription for the Further Senior


9


Note for which it is subscribing in accordance with the Senior Advance Drawdown Notice dated on or about the date of this Deed until the Amendment Date.
12.2
The Issuer agrees to indemnify the Transaction Agent, the Issuer Security Trustee, the Issuer Cash Manager, the Registrar, each of the Senior Noteholders (including each of HSBC France SA and Société Générale Capital Market Finance S.A. as Senior Noteholders) and their respective Affiliates, directors, officers, employees and agents (each, an “Indemnified Party”) against any cost, loss or liability incurred by that Indemnified Party as a result of funding, or making arrangements to fund, its participation in a Senior Advance requested by the Issuer in the Senior Advance Drawdown Notice dated on or about the date of this Deed but not made by reason of the Amendment Date not occurring on 30 May 2018 due to the operation of Clause 7 (Amendment Date).
13
Transaction Documents
13.1
Save as expressly amended by this Deed, the Original Master Definitions Agreement, the Original Issuer Note Issuance Facility Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof.
13.2
By their acceptance of the terms of this Deed, each of the Issuer, the FleetCos and the Avis Obligors confirms that its obligations under the Transaction Documents to which it is a party will remain in full force and effect.
13.3
The FleetCo Security Agent and the Transaction Agent hereby designate this Deed as a FleetCo Transaction Document.
13.4
The Transaction Agent hereby designates this Deed as an Issuer Transaction Document.
14
Confirmation of Guarantees
14.1
Avis Budget EMEA Limited as the guarantor under the Avis Europe Payment Guarantee hereby (i) expressly confirms that its obligations under the Avis Europe Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Avis Europe Payment Guarantee.
14.2
Finco as the guarantor under the Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the Finco Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Finco Payment Guarantee.
15
Confirmation and acknowledgement of Security
15.1
The Parties hereby agree that the Security created pursuant to the Issuer Deed of Charge shall remain in full force and effect notwithstanding (i) the amendments to the Transaction Documents as set out in this Deed and (ii) the entry by the Parties into the Supplemental Issuer Deed of Charge.


10


15.2
Each of the parties hereby acknowledges the Security Interests made or granted by the Issuer under the Supplemental Issuer Deed of Charge.
16
Illegality
If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.
17
Rights and Remedies
No failure by the Issuer Secured Creditors or the FleetCo Secured Creditors to exercise, or any delay by the Issuer Secured Creditors or the FleetCo Secured Creditors in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law or under any Transaction Document.
18
Counterparts
This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
19
Incorporation of Common Terms
The Common Terms shall be incorporated by reference into this Deed. If there is any conflict between the Common Terms as incorporated by reference into this Deed and the other provisions of this Deed, the provisions of the incorporated Common Terms shall prevail.
20
Third Party Rights
No person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.
21
Governing Law and Jurisdiction
This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. Each of the parties hereto hereby submits to the jurisdiction of the courts of England and Wales.
In Witness whereof this Deed has been delivered on the date stated at the beginning of this Deed.


11



Schedule 1: The Parties
Part 1 Opcos, Servicers and Lessees

Opcos
Name of Opcos
 
Registration number (or equivalent, if any)
Avis Budget Autovermietung GmbH & Co. KG (the “German Opco”)
 
HRA 3033
Avis Budget Italia S.p.A. (the “Avis Italian Opco”, the “Maggiore Italian Opco” and an “Italian Opco”)
 
421940586
Avis Alquile un Coche S.A. (the “Spanish Opco”)
 
A28152767
Avis Budget Autoverhuur B.V. (the “Dutch Opco”)
 
33129079
Avis Location de Voitures SAS (the “French Opco”)
 
652 023 961 RCS Nanterre
Servicers (excluding the Central Servicer)
Name of Servicers
 
Registration number (or equivalent, if any)
Avis Alquile un Coche S.A. (the “Spanish Servicer”) in respect of Dutch FleetCo’s fleet in Spain
 
A28152767

In respect of Italian FleetCo: Avis Budget Italia S.p.A. (the “Avis Italian Servicer”, the “Maggiore Italian Servicer” and an “Italian Servicer”)
 
421940586
In respect of French FleetCo: Avis Location de Voitures SAS (the “French Servicer”)
 
652 023 961 RCS Nanterre

Central Servicer
Name of Central Servicer
 
Registration number (or equivalent, if any)
Avis Finance Company Limited (the “Central Servicer”)
 
2123807
Lessees


12


Name of Lessees
 
Registration number (or equivalent, if any)
Avis Budget Autovermietung GmbH & Co. KG (as lessee under the Master German Fleet Lease Agreement)
 
HRA 3033
Avis Budget Italia S.p.A. (as lessee under an Italian Master Lease Agreement)
 
421940586
Avis Alquile un Coche S.A. (as lessee under the Spanish Master Lease Agreement)
 
A28152767
Avis Budget Autoverhuur B.V. (as lessee under the Master Dutch Fleet Lease Agreement)
 
33129079
Avis Location de Voitures SAS (as lessee under the French Master Lease Agreement)
 
652 023 961 RCS Nanterre


Part 2 FleetCos

Name of FleetCos
Jurisdiction of Incorporation and legal form
 
Registration number (or equivalent, if any)
FinCar Fleet B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Dutch FleetCo”)
 
55227732
FinCar Fleet B.V., Sucursal en España, the Spanish branch of FINCAR FLEET B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of Netherlands) with registered address at Avenida Manoteras, nº 32, 28050 Madrid, Spain and Spanish fiscal identification number W0037096E and registered at the Mercantile Registry in Madrid under volume 28809, page 190, section 8th and sheet M-518708 (the “Dutch FleetCo, Spanish Branch”)
 
W0037096E
Avis Budget Italia S.p.A. Fleet Co. S.A.p.A., a partnership limited by shares (the “Italian FleetCo”)
 
97550851009
AB FleetCo a simplified limited stock company (société par actions simplifiée) (the “French FleetCo”)
 
799 383 997 R.C.S. Beauvais


13



Part 3 Account Banks

Name of Account Bank
 
Registration number (or equivalent, if any)
Deutsche Bank AG, London branch (the “Issuer Account Bank”)
 
HRB 30 000, branch number BR00005
Deutsche Bank S.A.E. (the “Dutch FleetCo Spanish Account Bank”)
 
A-08000614
Deutsche Bank AG, London branch (the “Dutch FleetCo Spanish Account Bank Operator”)
 
HRB 30 000, branch number BR00005
Deutsche Bank S.P.A (the “Italian FleetCo Account Bank”)
 
1340740156
Deutsche Bank AG (the “Dutch FleetCo German Account Bank”)
 
HRB 30 000
Deutsche Bank AG, London branch (the “Dutch FleetCo German Account Bank Operator”)
 
HRB 30 000, branch number BR00005
Deutsche Bank AG, Amsterdam Branch (the “Dutch FleetCo Dutch Account Bank”)
 
HRB 30 000, branch number 33304583
Deutsche Bank AG, London Branch (the “Dutch FleetCo Dutch Account Bank Operator”)
 
HRB 30 000, branch number BR00005
Deutsche Bank AG, Paris Branch (the “French FleetCo Account Bank”)
 
HRB 30 000, branch number 310327481
Deutsche Bank AG, London Branch (the “French FleetCo Account Bank Operator”)
 
HRB 30 000, branch number BR00005




14



Part 4 Senior Noteholders

Names of Senior Noteholders
 
Registration number (or equivalent, if any)
Blue Finn S.a.r.l., Bertrange, Zollikon Branch
 
CHE-384.391.535
Crédit Agricole Corporate and Investment Bank
 
304187701
Deutsche Bank AG, London Branch
 
HRB 30 000, branch number BR00005
Scotiabank Europe plc
 
817692
Elektra Purchase No. 34 DAC
 
548807
Jupiter Securitization Company LLC
 
223771
JPMorgan Chase Bank, N.A.
 
2118141
Managed and Enhanced Tap (Magenta) Funding S.T.
 
520563479
Matchpoint Finance Public Limited Company
 
386704
Gresham Receivables (No. 34) UK Limited
 
7807235
HSBC France SA
 
775 670 284
Société Générale Capital Market Finance S.A.
 
B. 180290



15



Schedule 2
Amended and Restated Master Definitions Agreement
The remainder of this page is intentionally left blank. The Amended and Restated Master Definitions Agreement will be attached hereto and separately paginated.







16




Dated 5 March 2013 as amended and restated from time to time and last on
30 May 2018
CARFIN FINANCE INTERNATIONAL DAC 
as the Issuer and the FCT Noteholder
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as Arranger and Transaction Agent
DEUTSCHE TRUSTEE COMPANY LIMITED 
as Issuer Security Trustee
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as FleetCo Security Agent
CERTAIN ENTITIES NAMED HEREIN 
as Opcos, Servicers and Lessees
CERTAIN ENTITIES NAMED HEREIN 
as FleetCos
AVIS BUDGET CAR RENTAL, LLC  
as the Parent
AVIS FINANCE COMPANY LIMITED  
as Finco, the Subordinated Lender, the Central Servicer, the Dutch VAT Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT Lender 
AVIS BUDGET EMEA LIMITED 
as Avis Europe 
CERTAIN ENTITIES NAMED HEREIN 
as the Account Banks 
DEUTSCHE BANK AG, LONDON BRANCH 
as the Issuer Cash Manager, Dutch FleetCo German Account Bank Operator, Dutch FleetCo Spanish Account Bank Operator, Dutch FleetCo Dutch Account Bank Operator, French FleetCo Account Bank Operator and FleetCo Back-up Cash Manager
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as French Intermediary Bank and FCT Servicer
CACEIS BANK FRANCE  
as FCT Custodian
FCT CARFIN
represented by 
EUROTITRISATION
as the FCT Management Company

CERTAIN ENTITIES NAMED HEREIN 
as the Senior Noteholders
and
CERTAIN OTHER ENTITIES NAMED HEREIN
MASTER DEFINITIONS AGREEMENT
Linklaters
Ref: L-272167
Linklaters LLP







 
TABLE OF CONTENTS
 
 
 
Page
1
Definitions and Interpretation
3
2
Principles of Interpretation and Construction
138
3
Incorporation of Common Terms and Clause 24 of the Framework Agreement
145
4
Governing Law and Jurisdiction
145
5
Enforcement
145
Schedule
The Parties
146


    






This Agreement is dated 5 March 2013 as amended pursuant to an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated pursuant to a third master amendment and restatement deed dated 21 May 2014 and as amended pursuant to a fourth master amendment and restatement deed dated 15 December 2014 and a fifth master amendment deed dated 17 December 2014 and a sixth amendment and restatement deed dated 16 April 2015 and a seventh amendment and restatement deed dated 22 January 2016, an eighth amendment and restatement deed dated 15 April 2016, a ninth amendment and restatement deed dated 16 May 2017 and a tenth amendment and restatement deed dated 30 May 2018 and made
BETWEEN:
(1)
CARFIN FINANCE INTERNATIONAL DAC, incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the "Issuer" and the "FCT Noteholder");
(2)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "Transaction Agent" and the "Arranger");
(3)
DEUTSCHE TRUSTEE COMPANY LIMITED (the "Issuer Security Trustee", acting for itself and on behalf of the Issuer Secured Creditors);
(4)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "FleetCo Security Agent", acting for itself and on behalf of the FleetCo Secured Creditors);
(5)
THE OPCOS, the SERVICERS and LESSEES listed in Part 1 of the Schedule (The Parties) including AVIS BUDGET ITALIA S.P.A. (as "VAT Sharing Italian Opco", in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);
(6)
THE FLEETCOS listed in Part 2 of the Schedule (The Parties);
(7)
AVIS BUDGET CAR RENTAL, LLC (the "Parent");
(8)
AVIS FINANCE COMPANY LIMITED ("Finco", the "Subordinated Lender", the "Central Servicer", the "Dutch VAT Lender", the "Avis Italian VAT Lender" and the "Maggiore Italian VAT Lender");
(9)
AVIS BUDGET EMEA LIMITED ("Avis Europe", together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the "Avis Obligors");
(10)
THE ACCOUNT BANKS listed in Part 3 of the Schedule (The Parties);
(11)
DEUTSCHE BANK AG, LONDON BRANCH (the "Issuer Cash Manager", the "Dutch FleetCo Spanish Account Bank Operator", the "Dutch FleetCo German Account Bank Operator", the "Dutch FleetCo Dutch Account Bank Operator", the "French FleetCo Account Bank Operator" and, the "FleetCo Back-up Cash Manager");
(12)
THE SENIOR NOTEHOLDERS listed in Part 4 of the Schedule (The Parties) (the "Senior Noteholders");

1



(13)
INTERTRUST FINANCE MANAGEMENT (IRELAND) LIMITED (the "Issuer Corporate Services Provider" and the "FleetCo Holdings Corporate Services Provider");
(14)
INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the "Dutch FleetCo Corporate Services Providers", together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the "Corporate Services Providers");
(15)
FISERV AUTOMOTIVE SOLUTIONS, INC., a company duly incorporated under the laws of Delaware with registered number 2403201 (the "Liquidation Agent");
(16)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the "French Intermediary Bank" and the "FCT Servicer");
(17)
CACEIS BANK FRANCE, the "FCT Custodian");
(18)
FCT CARFIN (the "FCT") represented by EUROTITRISATION (the "FCT Management Company");
(19)
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and THE BANK OF NOVA SCOTIA (the "Issuer Hedge Counterparties");
(20)
CARFIN FINANCE HOLDINGS DAC (the "FleetCo Holdings"); and
(21)
DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the "Registrar"),
each of the above a "Party" and together the "Parties" to this Agreement.
It is agreed that the Parties have agreed to incorporate into certain of the Transaction Documents to which they are a party the definitions and principles of construction and interpretation contained herein.
Amendment and Restatement
The Parties have agreed to amend and restate the terms of the master definitions agreement dated 5 March 2013 between, inter alios, the Issuer and the Transaction Agent (as amended pursuant to an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated pursuant to a third master amendment and restatement deed dated 21 May 2014 and amended pursuant to a fourth master amendment and restatement deed dated 15 December 2014 and a fifth master amendment deed dated 17 December 2014, a sixth master amendment and restatement deed dated 16 April 2015, a seventh master amendment and restatement deed dated 22 January 2016, an eighth amendment and restatement deed dated 15 April 2016 and a ninth amendment and restatement deed dated 16 May 2017, the "Original MDA") as set out herein with effect, subject to clause 6 (Amendment Date) of the MARD (as defined in the definition of “Amendment Date”), from the Amendment Date. As at the Amendment Date, any future rights or obligations (excluding such rights and obligations accrued prior to the Amendment Date) of a party under the Original MDA shall be extinguished and shall instead be governed by this Agreement.

2



Notwithstanding anything to the contrary contained herein, if for any reason this Agreement fails to be effective on the Amendment Date, this Agreement shall terminate and be replaced by the Original MDA as existed immediately prior to the date hereof and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed immediately prior to the date hereof.
1
Definitions and Interpretation
Each of the Parties agrees that in any agreement, deed or other document expressly stating that terms defined herein shall have the same meanings therein (except where otherwise defined therein):
"2009 Act" means the Land and Conveyancing Law Reform Act 2009 of Ireland.
"ABCP" means asset backed commercial paper having a maturity of less than or equal to one year from the date of issue.
"ABCP Market" means the market for ABCP.
"ABCP Market Disruption" means, in respect of any issuer of ABCP or the ABCP Market generally, a circumstance in which market conditions prevent the issuance of ABCP.
"ABG" means Avis Budget Group, Inc.
"Acceding Issuer Hedge Counterparty" any Issuer Hedge Counterparty which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation Agent) of the Framework Agreement.
"Acceding Senior Noteholder" means, subject to and in accordance with clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) of the Issuer Note Issuance Facility Agreement, a Conduit or a Financial Institution which enters into a relevant Senior Noteholder Accession Deed.
"Acceding Subordinated Lender" means any Subordinated Lender which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation Agent) of the Framework Agreement.
"Acceleration Notice" means: (i) a notice delivered by the Issuer Security Trustee pursuant to the Framework Agreement by which the Issuer Security Trustee declares that all Issuer Secured Liabilities shall be accelerated; or (ii) a notice delivered by the FleetCo Security Agent pursuant to the Framework Agreement by which the FleetCo Security Agent declares that all FleetCo Secured Liabilities shall be accelerated which, for the avoidance of doubt, may be delivered simultaneously with or after the delivery of an Enforcement Notice.
"Acceptable Bank" means:
(i)

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

3



at least two Rating Agencies of "Baa2" by Moody's or "BBB" by S&P or "BBB" by Fitch or "BBB" by DBRS, provided that each of Deutsche Bank S.A.E. and Deutsche Bank SpA, to the extent that either of them is or will become an Account Bank, will qualify as an Acceptable Bank in accordance with the Transaction Documents for so long as (i) Deutsche Bank AG has a rating for its long-term unsecured, unsubordinated, unguaranteed debt obligations from at least two Rating Agencies of "Baa2" by Moody's or "BBB" by S&P or "BBB" by Fitch or "BBB" by DBRS; (ii) each of Deutsche Bank S.A.E. and Deutsche Bank SpA continues to be owned (directly and indirectly) by Deutsche Bank AG; and (iii) the words "Deutsche Bank" are contained in its legal name, and, in any case, only until such date when the relevant Rating Agency which may have attributed the rating to the Senior Notes notifies the Issuer that either of Deutsche Bank S.A.E. and Deutsche Bank SpA no longer qualifies as an Acceptable Bank; or
(b)
any Deutsche Bank entity or other bank or financial institution nominated by the Parent or Finco and approved by (i) the Transaction Agent and (ii) (if the Senior Notes are rated by one or more Rating Agencies) the relevant Rating Agency,
provided that, if (x) Deutsche Bank AG does not have the required ratings pursuant to paragraph (i)(a) above or (y) the relevant Rating Agency will not provide an approval of the relevant Deutsche Bank entity or other such bank or financial institution pursuant to paragraph (i)(b), a certificate from the Central Servicer confirming that, in its reasonable opinion, the Rating Agencies will not take adverse rating action in respect of the Senior Notes would be sufficient; and
(ii)
a bank or financial institution which is a bank or financial institution authorised to accept deposits in (in relation to the Spanish Account Bank Agreement) Spain, (in relation to the German Account Bank Agreement) Germany, (in relation to the Italian Account Bank Agreement) Italy, (in relation to the Dutch Account Bank Agreement) The Netherlands, (in relation to the French Account Bank Agreement) France and (in relation to the Issuer Account Bank Agreement and in respect of the Issuer Accounts) the United Kingdom or Ireland.
"Accession Deed" means each deed of accession substantially in the relevant form set out in schedule 6 (Forms of Accession Deed) to the Framework Agreement.
"Account Bank Agreement" means, as applicable, the Issuer Account Bank Agreement, the German Account Bank Agreement, the Italian Account Bank Agreement, the Spanish Account Bank Agreement, the Dutch Account Bank Agreement or the French Account Bank Agreement.
"Additional Accounts" means any additional account is opened in accordance with the relevant Account Bank Agreement and the Framework Agreement.
"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Aggregate Redesignation Amount" means, in respect of a Master Lease Agreement, the sum of all Redesignation Amounts under such Master Lease Agreement.

4



"Amendment Date" has the meaning given to that term in the tenth master amendment and restatement deed dated 30 May 2018 (the “MARD”) between, among others, the parties to this Agreement.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to an Avis Obligor, FleetCo or its Affiliates from time to time concerning or relating to bribery, corruption or anti-money laundering, to the extent legally applicable.
"Applicable Accounting Principles" means GAAP.
"Applicable EURIBOR" means: (i) in respect of a Senior Advance from the Senior Noteholder Group in respect of Jupiter Securitization Company LLC as a Senior Noteholder, three month EURIBOR for each day during such Interest Period, and (ii) in respect of (x) a Senior Advance with a Senior Advance Interest Period or (y) a Subordinated Advance or a VAT Loan Advance with an Interest Period:
(i)
if the Interest Period End Date falls on or before:
A.the seventh day; or
B.    if such seventh day is not a Business Day:
(x)     the Business Day immediately following such seventh day; or
(y)
if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such seventh day,
in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or such VAT Loan Advance, one-week EURIBOR;
(ii)
if the Interest Period End Date does not fall within paragraph (i) above but does fall on or before:
A.
the fourteenth day; or
B.    if such fourteenth day is not a Business Day:
(x)
the Business Day immediately following such fourteenth day; or
(y)
if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such fourteenth day,
in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or such VAT Loan Advance, two-week EURIBOR;
(iii)
if the Interest Period End Date does not fall within paragraphs (i) and (ii) above but does fall on or before:
A.    the twenty-first day; or

5



B.    if such twenty-first day is not a Business Day:
(x)
the Business Day immediately following such twenty-first day; or
(y)
if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such twenty-first day,
in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance, three-week EURIBOR;
(iv)
if the Interest Period End Date does not fall within paragraphs (i), (ii) and (iii) above but does fall on or before:
A.
the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or
B.    if such calendar day is not a Business Day:
(x)     the Business Day immediately following such calendar day; or
(y)
if the day in (x) above would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,
one-month EURIBOR; and
(v)
if the Interest Period End Date does not fall within paragraphs (i), (ii), (iii) and (iv) above but does fall after:
A.
the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or
B.    if such calendar day is not a Business Day:
(x)     the Business Day immediately following such calendar day; or
(y)
if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,
two-month EURIBOR,
provided that, for the purposes of this definition, "Interest Period End Date" means, in respect of a Senior Advance Interest Period or the interest period relating to a Subordinated Advance or a VAT Loan Advance, the last day of such relevant interest period.
"Appointee" means any attorney, manager, agent, delegate, nominee, custodian or other person appointed pursuant to the provisions of the relevant Transaction Document.
"Arranger" means Crédit Agricole Corporate and Investment Bank.

6



"Asset Enhancement Amount" means the higher of:
(i)
an amount equal to the sum of the product, with respect to each Credit Enhancement Asset of each Country, of:
(a)
the Asset Enhancement Value of such Credit Enhancement Asset on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date (as the case may be); and
(b)
the rate provided in the Credit Enhancement Matrix applicable to such Credit Enhancement Asset; and
(ii)
[REDACTED] per cent. of the Combined Eligible Country Asset Value.
"Asset Enhancement Value" means, in respect of each Credit Enhancement Asset:
(i)
if such Credit Enhancement Asset is a Vehicle, the Net Book Value of such Vehicle on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date (as applicable); and
(ii)
if such Credit Enhancement Asset is Credit Enhancement Investment Grade Receivables, Credit Enhancement Non-Investment Grade Receivables or VAT Receivables net of the VAT Payables Amount, the Eligible Receivables Amount of such Credit Enhancement Asset on the relevant Calculation Date or the relevant Intra-Month Cut-Off Date.
"Assets in Progress Amount" means the aggregate amount of the Capitalised Costs of all Vehicles which have been purchased by and delivered to the relevant FleetCo and for which no registration has been effected.
"At Risk Asset" means (i) each Non-Programme Vehicle and (ii) each Non-Eligible Programme Vehicle.
"Auditors" means an internationally recognised reputable firm of independent auditors and accountants which are licensed and qualified to practise in the jurisdiction of incorporation and/or the permanent establishment of the relevant FleetCo or the Issuer and which are appointed by the relevant FleetCo or the Issuer (as applicable) as its auditors.
"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration from or with any Governmental Authority or regulatory authority having jurisdiction.
"Authorised Signatory" means, in relation to any party, any person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly authorised person of such party setting out the name and signature of such person and confirming such person's authority to act.
"Available Commitment" means the Total Senior Noteholder Commitments under the Issuer Note Issuance Facility Agreement less the sum of all outstanding Senior Advances.
"Available LC Commitment Amount" means the aggregate of the available commitment amount under each Issuer Letter of Credit.

7



"Avis" or "Avis Group" means Avis Budget Group, Inc. and its subsidiaries.
"Avis Europe" means Avis Budget EMEA Limited.
"Avis Europe Change of Control" means Avis ceasing to (x) own directly or indirectly at least 100 per cent. of the share capital of Avis Europe, (y) have the right or ability to cast at least 100 per cent. of the votes capable of being cast in shareholders' general meetings of Avis Europe or (z) have the right or ability to appoint or remove all directors (or equivalent officers) of the board of directors (or equivalent body) of Avis Europe or to give directions with respect to the operating and financial policies of Avis Europe with which the directors or other equivalent officers of Avis Europe are obliged to comply.
"Avis Europe Compliance Certificate" means the comnce certificate substantially in the form set out in part 4 (Form of Avis Europe Compliance Certificate) of schedule 7 to the Framework Agreement signed by Avis Europe and delivered by Avis Europe.
"Avis Europe Event of Default" means any of the following:
(a)
the occurrence of an Opco Change of Control, provided that, if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the shareholders' general meetings of or the board of directors of (as applicable) Spanish Opco, any Italian Opco or French Opco and (2) the Spain Repayment Option, the Italy Repayment Option or the France Repayment Option is exercised within 30 days of such cessation, there shall not be any Avis Europe Event of Default;
(b)
the occurrence of an Avis Europe Change of Control, provided that, for the avoidance of doubt, if all outstanding Senior Advances as of the date of such occurrence (and all accrued but unpaid interest thereon) and all other amounts due to the Senior Noteholders and the other Issuer Secured Creditors (save for the Subordinated Lender) are repaid in full by the Issuer on or before such date, there shall not be an "Avis Europe Event of Default" under this paragraph (b);
(c)
the occurrence of a Parent Change of Control;
(d)
the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement, that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;
(e)
any Event of Default under paragraph (d) of the definition of "Event of Default" occurs where the Relevant Person is Avis Europe, its successor or replacement; and
(f)
failure by Avis Europe or its successor or replacement to comply with any of its payment obligations under the Avis Europe Payment Guarantee.
"Avis Europe Group" means Avis Europe and each Subsidiary of Avis Europe from time to time and any joint venture company which is a member of Avis Europe's consolidated group for accounting purposes.

8



"Avis Europe Payment Guarantee" means the guarantee and indemnity from Avis Europe in respect of the payment obligations of the Issuer under the Transaction Documents to which the Issuer Security Trustee is a party (save for the Issuer Subordinated Facility Agreement).
"Avis Italian Mandate Agreement" means the agreement pursuant to which Italian FleetCo grants a mandate to Avis Italian Opco in respect of Italian FleetCo's Vehicle Fleet (other than the Maggiore Vehicles) in Italy.
"Avis Italian Master Lease Agreement" means the master lease agreement between, amongst others, Italian FleetCo and Avis Italian Opco.
"Avis Italian Opco" means Avis Budget Italia S.p.A.
"Avis Italian Servicer" means Avis Italian Opco providing transaction management services (including cash management services) to Italian FleetCo.
"Avis Italian VAT Lender" means Avis Finance Company Limited in its capacity as the Lender under the Maggiore Italian VAT Loan Agreement.
"Avis Italian VAT Loan Borrower" means Italian FleetCo.
"Avis Italian VAT Loan Agreement" means the Italian VAT Loan Agreement dated 5 March 2013 and entered into between Italian FleetCo and the Avis Italian VAT Lender with respect to Avis Italian Opco.
"Avis Obligor" means each Opco, each Servicer, each Lessee, the Parent, Finco and Avis Europe.
"Base Rent" means, in relation to any Vehicle which is leased to a Lessee under a Master Lease Agreement on any day during the Related Month or, as the case may be, Related Months where such Related Months occur prior to a Lease Payment Date following the Lease Determination Date in respect of any Lease Payment Date, the sum of the Depreciation Charges that have accrued with respect to each such Vehicle during the Related Month or, as the case may be, Related Months, as adjusted in accordance with the terms of such Master Lease Agreement.
"Borrower Vehicle Fleet NBV" means, in respect of a Calculation Date or (if applicable) an Intra-Month Cut-Off Date:
(a)
the Net Book Value of the Vehicle Fleet of a FleetCo in each Country (save that, for the purposes of this definition, in calculating such Net Book Value, the Depreciation Percentage in respect of At Risk Assets shall not be less than [REDACTED] per cent.) as determined on such Calculation Date or such Intra-Month Cut-Off Date, as the case may be; and
(b)
plus the Assets in Progress Amount for such FleetCo.
"Breach of Duty" means in relation to any person, a wilful default (dol), fraud (fraude), illegal dealing, negligence or material breach of any agreement or breach of trust by such person.
"Break Costs" means the amount (if any) by which:
(a)
the interest which a Senior Noteholder should have received for the period from the date of receipt of all or any part of its participation in a Senior Advance or Unpaid Sum to the

9



last day of the current Senior Advance Interest Period in respect of that Senior Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Senior Advance Interest Period;
exceeds:
(b)
the amount which that Senior Noteholder would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Senior Advance Interest Period.
"Business Day" means a day which is a TARGET Day and a day (other than a Saturday or Sunday) on which banks are open for general business in (i) London, (ii) Paris, (iii) New York, (iv) Munich, (v) Dublin and, in relation to any date for payment or purchase of Euro or calculation of an amount payable in Euro by:
(a)
Spanish Opco or Dutch FleetCo in connection with the Vehicle Fleet in Spain, Madrid;
(b)
German Opco or Dutch FleetCo in connection with the Vehicle Fleet in Germany, Frankfurt;
(c)
Dutch Opco or Dutch FleetCo in connection with the Vehicle Fleet in The Netherlands, Amsterdam;
(d)
any Italian Opco or Italian FleetCo, Milan; and
(e)
French Opco or French FleetCo, Paris.
"Business Day Convention" means that if any due date specified in a Transaction Document for performing a certain task is not a Business Day, such task shall be performed on the next immediately following Business Day, unless such Business Day falls in the next calendar month, in which case such task shall be performed on the immediately preceding Business Day.
"Buy-Back Minimum Principles" means:
(i)
in respect of Vehicles in Spain, Italy and France, all the provisions that are specified as imperative provisions in the Negotiation Guidelines and the following non-imperative provisions (as specified in the Negotiation Guidelines), being: (a) paragraph 6 (Repurchase Obligations unconditional) and (b) paragraph 7 (Termination);
(ii)
in respect of Vehicles in Germany, all the provisions that are specified in part A and part B of schedule 3 to the Master German Fleet Purchase Agreement; and
(iii)
in respect of Vehicles in The Netherlands, all the provisions that are specified in schedule 2 to the Master Dutch Fleet Purchase Agreement.
"CACEIS Corporate Trust" means Caceis Corporate Trust, a société anonyme incorporated under the laws of France, whose head office is at 1/3 Place Valhubert 75013 Paris and whose main establishment is at 14 rue Rouget de Lisle 92130 Issy-les-Moulineaux, registered with the Trade and Companies Register of Paris (Registre du Commerce et des Sociétés de Paris) under number 439 430 976, and licensed in France as a financial services provider (prestataire de services d'investissement) by the Autorité de Contrôle Prudentiel et de Résolution.

10



"CACIB" means Crédit Agricole Corporate and Investment Bank.
"Calculation Date" means the last day of each calendar month.
"Calculation Period" means the period beginning on the first day of each calendar month and ending on:
(i)
the last day of such calendar month; and
(ii)
(in respect of a Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date) the Intra-Month Cut-Off Date.
"Capitalised Cost" means, with respect to each Vehicle that is purchased by a FleetCo (or in respect of Germany, by German Opco and sold to Dutch FleetCo pursuant to the Master German Fleet Purchase Agreement and, in respect of The Netherlands, by Dutch Opco and sold to Dutch FleetCo pursuant to the Master Dutch Fleet Purchase Agreement) and that is accounted for by:
(i)
in respect of Vehicles in Italy, Italian FleetCo;
(ii)
in respect of Vehicles in Germany, German Opco;
(iii)
in respect of Vehicles in Spain, Spanish Opco;
(iv)
in respect of Vehicles in The Netherlands, Dutch Opco; and
(v)
in respect of Vehicles in France, French FleetCo,
the price paid or to be paid (in each case, excluding any part thereof which represents VAT) for such Vehicle to the Vehicle Dealer, Vehicle Manufacturer or other person selling such Vehicle, (after deduction of any discounts) but excluding any Charge Costs (except that delivery and other registration charges shall be included to the extent that any have been capitalised).
"Casualty" means, in relation to a Vehicle, that (a) such Vehicle is destroyed or otherwise rendered permanently unfit or unavailable for use or (b) such Vehicle is lost, stolen or seized and is not recovered within 2 months thereafter.
"Casualty Payment" means the Termination Value of a Vehicle which suffers a Casualty or becomes a Non-Eligible Vehicle, in each case, as of the date such Vehicle became a Casualty or a Non-Eligible Vehicle.
"Central Servicer" means Avis Finance Company Limited.
"Central Servicer Event of Default" means an Event of Default in respect of the Central Servicer.
"Central Servicing Agreement" means the agreement between, among others, the Central Servicer, each Opco, each Italian Servicer, the French Servicer, the Spanish Servicer and each FleetCo pursuant to which the Central Servicer provides, among other things, transaction management services, reporting services and cash management services to the relevant transaction party.
"Centre of Main Interests" has the meaning given to it in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings.

11



"Chairman Letter of Undertakings" means the letter of undertakings in relation to French FleetCo executed by SFM France S.A.S. acting as chairman (président) of French FleetCo.
"Charge Costs" means, with respect to each Vehicle purchased by a FleetCo or, in respect of Germany, by German Opco and sold to Dutch FleetCo pursuant to the Master German Fleet Purchase Agreement or, in respect of The Netherlands, by Dutch Opco and sold to Dutch FleetCo pursuant to the Master Dutch Fleet Purchase Agreement, all amounts invoiced in relation to the purchase of such Vehicle (excluding VAT), but including, in particular, delivery charges, taxes, titling fees, costs of registration, preparation, first petrol and accessories (to the extent they are not accounted for as Capitalised Costs).
"Charge Costs Component" shall have the meaning assigned to it in clause 4.3 of the Master German Fleet Purchase Agreement.
"Close-Out Netting" means:
(a)
in respect of an Issuer Hedging Agreement based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set-off (as defined in the 1992 ISDA Master Agreement);
(b)
in respect of an Issuer Hedging Agreement based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement; and
(c)
in respect of an Issuer Hedging Agreement not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Issuer Hedging Agreement pursuant to any provision of that Issuer Hedging Agreement which has a similar effect to either provision referenced in paragraph (a) and paragraph (b) above.
"Code" means the US Internal Revenue Code of 1986.
"Combined Eligible Country Asset Value" means:
(i)
the aggregate of:
(a)
the Country Asset Value of Dutch FleetCo, Spanish Branch in Spain;
(b)
the Country Asset Value of Dutch FleetCo in Germany;
(c)
the Country Asset Value of Dutch FleetCo in The Netherlands;
(d)
the Country Asset Value of Italian FleetCo; and
(e)
the Country Asset Value of French FleetCo,
less
(ii)
the aggregate of, without double counting:
(a)
the Extraordinary Depreciation Amount;

12



(b)
the Disposition Adjustment;
(c)
the Excess Concentration Amount; and
(d)
the aggregate of:
(x)
the Net Book Value of all Non-Eligible Vehicles of Dutch FleetCo in Spain, Germany and The Netherlands, Italian FleetCo in Italy and French FleetCo in France; and
(y)
the amount of the Non-Eligible Receivables of Dutch FleetCo in Spain, Germany and The Netherlands, Italian FleetCo in Italy and French FleetCo in France,
provided that, following the occurrence of a Dutch Opco Event of Default and in the absence of a Dutch FleetCo Event of Default: (1) the Country Asset Value of Dutch FleetCo in The Netherlands shall be deemed to be zero; and (2) Dutch FleetCo in The Netherlands and Dutch FleetCo's Vehicle Fleet in the Netherlands shall not be taken into account when determining the aggregate of the amounts in items (ii)(a) to (ii)(d) above.
"Commercial Terms" means, in relation to the negotiation and renewal of a Vehicle Dealer Buy-Back Agreement, a Vehicle Manufacturer Buy-Back Agreement, a Vehicle Dealer Purchase Agreement and/or a Vehicle Manufacturer Purchase Agreement:
(a)
the purchase price for Vehicles;
(b)
the volume of Vehicles to be purchased;
(c)
the Vehicle types, model and mix and options;
(d)
the Vehicle drop points and return locations within the Relevant Jurisdictions;
(e)
any Credit Terms Given; and
(f)
any related commercial terms, provided that the application of such commercial terms do not breach the Negotiation Guidelines.
"Common Terms" means clauses 12 (Confidentiality), 12A (Collateral Trustee), 19 (Notices), 21 (Calculations and Certificates), 22 (Partial Invalidity), 23 (Remedies and Waivers), 25 (Counterparts) and 27 (Non-Petition and Limited Recourse) (but, (i) in the case of Transaction Documents which are not expressed to be governed by English law, excluding clause 27.2.2(i)(b) (Insufficient Recoveries); (ii) in the case of Transaction Documents which are expressed to be governed by French law, excluding clause 25 (Counterparts); and (iii) in the case of Transaction Documents to which Senior Noteholders are not party, excluding clause 12A (Collateral Trustee)) of the Framework Agreement and, in the case of Transaction Documents which are expressed to be governed by German law, clause 27 (Non-Petition and Limited Recourse) shall be construed such as to not exclude, as a matter of substance, any claims resulting from gross negligence (große Fahrlässigkeit) or wilful misconduct (vorsätzliches Fehlverhalten).
"Computer Readable Form" means a form in which information or data may be stored and/or accessed by a computer, including, but not limited to, tangible storage media such as floppy disks

13



or CD-ROMs, or information or data which is made available by direct computer access, or any other appropriate electronic information storage form, format or medium as determined by the relevant Servicer or the Issuer Cash Manager, the FleetCo Back-up Cash Manager, as the case may be.
"Concentration Limit" means the following limit:
(a)
the percentage of the Eligible Vehicles in all Countries which are At Risk Assets not exceeding [REDACTED] per cent.,
provided that:
(i)
the percentage of Eligible Vehicles in all Countries which are purchased from [REDACTED] not exceeding:
(a)
(x)
if the Vehicle Manufacturer Group Rating Entity of [REDACTED] has a Relevant DBRS Rating of "A(L)" or above by DBRS; or
(y)
if the Vehicle Manufacturer Group Rating Entity of [REDACTED] does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of "A(L)" or above,
[REDACTED] per cent.; or
(b)    
(x)
if the Vehicle Manufacturer Group Rating Entity of [REDACTED] has a Relevant DBRS Rating of below "A(L)" by DBRS; or
(y)
if the Vehicle Manufacturer Group Rating Entity of [REDCATED] does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of below "A(L)",
[REDACTED] per cent.;
[REDACTED]










14





provided further that:
A.
the percentage of Eligible Vehicles in all Countries that are sub-leased to Affiliates of the Avis Europe Group, licencees or sub-licensees not exceeding [REDACTED] per cent. (such Vehicles, the "Relevant Vehicles"); and
B.
the percentage of Eligible Vehicles in all Countries that are Relevant Vehicles and sub-leased to Affiliates of the Avis Europe Group located in a jurisdiction other than the Relevant Jurisdiction of the Lessee not exceeding [REDACTED] per cent., provided further that such other jurisdiction is France, Germany, Italy, Spain, Austria, Belgium, The Netherlands or Luxembourg;
C.
the percentage of Eligible Vehicles in all Countries that are Service Vehicles not exceeding [REDACTED] per cent.; and
D.
the percentage of Eligible Vehicles in all Countries that are Light Duty Trucks not exceeding [REDACTED] per cent.,
and, for the purposes of this definition, the "percentage of Eligible Vehicles in all Countries" shall be the percentage of the aggregate Borrower Vehicle Fleet NBV of Eligible Vehicles in the Vehicle Fleet in all Countries and "Light Duty Trucks" shall, for the avoidance of doubt, exclude Vans.
"Conduit" means a special purpose entity whose activities are wholly or principally the issuance of commercial paper or other debt securities (of any type) and the purchase of debt securities or other assets and Gresham Receivables (No. 34) UK Limited and Société Générale Capital Market Finance S.A.
"Conduit Senior Noteholder" means each Senior Noteholder which is a Conduit.
"Confidential Information" means all information relating to any Avis Obligor or any of the Issuer Transaction Documents and FleetCo Transaction Documents of which an Issuer Secured Creditor or a FleetCo Secured Creditor becomes aware in its capacity as, or for the purpose of becoming, an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) or which is received by an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) in relation to, or for the purpose of becoming an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) under, the Transaction Documents to which it is a party from either:
(a)
any Avis Obligor or any of its advisers; or
(b)
another Issuer Secured Creditor or FleetCo Secured Creditor, if the information was obtained by that Secured Creditor or indirectly from any Avis Obligor,
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

15



(i)
is or becomes public information other than as a direct or indirect result of any breach by that Issuer Secured Creditor or FleetCo Secured Creditor of clause 12 (Confidentiality) of the Framework Agreement;
(ii)
is identified in writing at the time of delivery as non-confidential by any Avis Obligor or any of its advisers; or
(iii)
is known by that Issuer Secured Creditor or FleetCo Secured Creditor before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) after that date, from a source which is, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, unconnected with the Avis Obligors and which, in either case, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between Finco and the Transaction Agent.
"Contractual Currency" means, in relation to any payment obligation arising under any transaction, Euro and, in relation to clause 19 (Remuneration and Indemnification of the Issuer Security Trustee) of the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge, Euros or such other currency as may be agreed between the Issuer and the Issuer Security Trustee from time to time.
"Corporate Services Providers" means the corporate services entities that provide corporate administration services to any of the Issuer, FleetCo Holdings, Dutch FleetCo and French FleetCo.
"Corresponding DBRS Rating" means, for each Equivalent Rating Agency Rating for any Person, the DBRS rating designation corresponding to the row in which such Equivalent Rating Agency Rating appears in the table set forth below:

16



Moody's
S&P
Fitch
DBRS
Aaa
AAA
AAA
AAA
Aa1
AA+
AA+
AA(H)
Aa2
AA
AA
AA
Aa3
AA-
AA-
AA(L)
A1
A+
A+
A(H)
A2
A
A
A
A3
A-
A-
A(L)
Baa1
BBB+
BBB+
BBB(H)
Baa2
BBB
BBB
BBB
Baa3
BBB-
BBB-
BBB(L)
Ba1
BB+
BB+
BB(H)
Ba2
BB
BB
BB
Ba3
BB-
BB-
BB(L)
B1
B+
B+
B-High
B2
B
B
B
B3
B-
B-
B(L)
Caa1
CCC+
CCC
CCC(H)
Caa2
CCC
CC
CCC
Caa3
CCC-
C
CCC(L)
Ca
CC
 
CC(H)
C
 
 
CC
 
 
 
CC(L)
 
 
 
C(H)
 
 
 
C
 
 
 
C(L)

"Countries" means Spain, Germany, Italy, The Netherlands and France.
"Country" means:
(a)
Spain (in respect of Dutch FleetCo's Vehicle Fleet purchased in Spain);
(b)
Germany (in respect of Dutch FleetCo's Vehicle Fleet purchased from German Opco);
(c)
The Netherlands (in respect of Dutch FleetCo's Vehicle Fleet purchased from Dutch Opco);
(d)
Italy (in respect of Italian FleetCo); and
(e)
France (in respect of French FleetCo).
"Country Asset Value" means, as at any Calculation Date or (if applicable) the relevant Intra-Month Cut-Off Date, in relation to any Country, the aggregate of the following items (without double counting):

17



(a)
the Borrower Vehicle Fleet NBV of the Vehicle Fleet delivered to the relevant FleetCo in such Country;
(b)
the amount of the Vehicle Manufacturer Receivables and Vehicle Dealer Receivables payable to the relevant FleetCo in such Country;
(c)
FleetCo Excess Cash Amount in such Country; and
(d)
in respect of Spain and France, the VAT Receivables payable to Dutch FleetCo, Spanish Branch and French FleetCo, respectively,
minus
(a)
the Fleet Payables Amount of the relevant FleetCo in such Country;
(b)
the amount of the Invoices to be Received in such Country; and
(c)
in respect of Spain and France, the VAT Payables Amount of Dutch FleetCo, Spanish Branch and French FleetCo, respectively.
"Country Asset Value Test" shall be satisfied if the aggregate of the outstanding FleetCo Advances made to a FleetCo in a Country is less than or equal to the Country Asset Value of such FleetCo.
"Country Repayment Option" means the mechanism under which a member of the Avis Europe Group may provide funding to Dutch FleetCo, Spanish Branch to prepay in full its obligations under the FleetCo Spanish Facility Agreement or purchase the Issuer's rights under the FleetCo Italian Facility Agreement or the VFN Funding Agreement, as applicable, being the Spain Repayment Option, the Italy Repayment Option and the France Repayment Option, respectively, and as more particularly set out in clause 6 (Country Repayment Option) of the Framework Agreement.
"Credit Agreement" means the second amended and restated credit agreement dated 2 August 2013, among Avis Budget Holdings, LLC, as borrower, the Parent, as borrower, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase Bank N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, each of Citicorp USA, Inc., Bank of America, N.A., Barclays Bank PLC, Credit Agricole Corporate & Investment Bank and The Royal Bank of Scotland plc as co-documentation agents as may be amended, restated, modified, supplemented or waived from time to time in accordance with its terms.
"Credit Enhancement Asset" means the Investment Grade Programme Vehicles, Investment Grade Non-Programme Vehicles, Non-Investment Grade Programme Vehicles, Non-Investment Grade Non-Programme Vehicles, the Credit Enhancement Investment Grade Receivables, the Credit Enhancement Non-Investment Grade Receivables and (in respect of Spain and France) the VAT Receivables net of the VAT Payables Amount.
Credit Enhancement Matrix" means the following matrix:



18



[REDACTED]
















"Credit Enhancement Investment Grade Receivables" means Investment Grade Vehicle Manufacturer Receivables net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.
"Credit Enhancement Non-Investment Grade No Retention Receivables" means Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo does not hold enforceable title) net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.
"Credit Enhancement Non-Investment Grade Receivables" means Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo holds enforceable title) net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.
"Credit Enhancement Required Amount" means, without limitation, the sum of:
(a)
the Asset Enhancement Amount; and
(b)
the Issuer Reserve Required Amount.

19



"Credit Terms Given" means the terms agreed by the Vehicle Manufacturers and Dealers with the FleetCos under the Vehicle Dealer Buy-Back Agreements, Vehicle Manufacturer Buy-Back Agreements, Vehicle Dealer Purchase Agreements and/or the Vehicle Manufacturer Purchase Agreements.
"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council, as amended from time to time and including any guidance or any technical standards published in relation thereto".
"Currency Hedge Agreement" means a currency swap or exchange agreement, currency exchange option or any other similar agreement, however denominated, entered into on behalf of a Conduit Senior Noteholder for hedging purposes, as any of the foregoing may be amended, restated, supplemented or otherwise modified, from time to time.
"Currency Hedging Breakage Costs" means, solely with respect to the applicable Conduit Senior Noteholder, for any Settlement Date, an amount (which may be negative) equal to:
(i)
the aggregate amount of any amounts paid or payable by or on behalf of the applicable Conduit Senior Noteholder to a counterparty to a Currency Hedge Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date, which settlement date shall be a Settlement Date,
less
(ii)
the aggregate amount of any amounts paid or payable to or for the account of the applicable Conduit Senior Noteholder by a counterparty to a Currency Hedge Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date,
provided that:
(a)
if on any Settlement Date, the applicable Conduit Senior Noteholder's Currency Hedging Breakage Costs are a negative number, then, on such Settlement Date, the aggregate amount that would otherwise have been payable by the Issuer to the applicable Conduit Senior Noteholder on such Settlement Date pursuant to the applicable priority of payment, shall be reduced until either the aggregate amount owed to the applicable Conduit Senior Noteholder or the Currency Hedging Breakage Costs have been reduced to zero, and
(b)
when there are remaining Currency Hedging Breakage Costs following such reduction in (a) above of the aggregate amounts otherwise owed to the applicable Conduit Senior Noteholder, an amount equal to such remaining Currency Hedging Breakage Costs (expressed as a positive number) shall be paid by or on behalf of the applicable Conduit Senior Noteholder to the Issuer on such Settlement Date;
Data Protection Legislation” means EU General Data Protection Regulation (EU) 2016/679 and all other applicable data protection and data privacy laws and regulations.
"DBRS" means DBRS Ratings Limited and includes any successors thereto.

20



"DBRS Equivalent Rating" means, with respect to any date and any Person with respect to whom DBRS does not maintain a public Relevant DBRS Rating as of such date:
(a)
if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of such date, then the median of the Corresponding DBRS Ratings for such Person as of such date;
(b)
if such Person has Equivalent Rating Agency Ratings from only two of the Equivalent Rating Agencies as of such date, then the lower Corresponding DBRS Rating for such Person as of such date; and
(c)
if such Person has an Equivalent Rating Agency Rating from only one of the Equivalent Rating Agencies as of such date, then the Corresponding DBRS Rating for such Person as of such date.
"Deemed FleetCo Advance Drawdown Date" means the first Business Day after the relevant Original FleetCo Advance Drawdown Date specified in the relevant FleetCo Advance Drawdown Notice, if the relevant Original FleetCo Advance Drawdown Date is not a Business Day (in respect of Dutch FleetCo) in Spain or Germany or The Netherlands or (in respect of Italian FleetCo) in Italy or (in respect of French FleetCo) in France.
"Default" means a Potential Event of Default or an Event of Default.
"Default Interest" means [REDACTED] per cent. per annum over the Interest Rate.
"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Issuer Security Trustee or the FleetCo Security Agent (as the case may be).
"Depreciation Charge" means, with respect to each Vehicle, the product of (a) the Depreciation Percentage applicable to the month ending on the Calculation Date at issue and (b) the applicable Capitalised Costs.
"Depreciation Percentage" means, with respect to each Vehicle:
(a)
which is a Programme Vehicle, the monthly depreciation percentage set forth in the applicable Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement (if any) in respect of such Vehicle or, in the absence of such a depreciation percentage in such Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement, a monthly depreciation percentage calculated in accordance with GAAP consistently applied, taking into account the estimated holding period and the Vehicle Manufacturer Repurchase Price of such Vehicle; and
(b)
which is a Non-Programme Vehicle, a monthly depreciation percentage calculated in accordance with GAAP consistently applied,
provided that, with respect to the foregoing determinations, such determinations shall be made no less frequently than on each Calculation Date falling in March, June, September and December of each year and on each additional date as may be required by GAAP.
"Disposal Proceeds" means the proceeds of sale of any Non-Programme Vehicle (net of any costs (if any) incurred) in relation to the relevant sale or any Programme Vehicle where such sale

21



is other than under the terms of a Vehicle Dealer Buy-Back Agreement or a Vehicle Manufacturer Buy-Back Agreement.
"Disposition Adjustment" means, in relation to any calendar month, the aggregate of:
(a)
the product of:
(i)
the Disposition Adjustment Percentage in Spain; and
the Net Book Value of At Risk Assets of Dutch FleetCo in Spain;
(b)
the product of:
(i)
the Disposition Adjustment Percentage in Germany; and
(ii)
the Net Book Value of At Risk Assets of Dutch FleetCo in Germany;
(c)
the product of:
(i)
the Disposition Adjustment Percentage in The Netherlands; and
(ii)
the Net Book Value of At Risk Assets of Dutch FleetCo in The Netherlands;
(d)
the product of:
(i)
the Disposition Adjustment Percentage in Italy; and
(ii)
the Net Book Value of At Risk Assets of Italian FleetCo in Italy; and
(e)
the product of:
(i)
the Disposition Adjustment Percentage in France; and
(ii)
the Net Book Value of At Risk Assets of French FleetCo in France.
"Disposition Adjustment Percentage" means, in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable), the highest, for any calendar month within the preceding 12 calendar months, of a percentage equal to 100 per cent. minus the Measurement Month Average relating to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) for the immediately preceding Measurement Month relating to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) as of the Calculation Date within such calendar month. For the avoidance of doubt, in relation to Dutch FleetCo in The Netherlands or French FleetCo in France (as applicable), the Disposition Adjustment Percentage shall be calculated with respect to the first Measurement Month following the Dutch Accession Date or the Initial French Funding Date (as applicable).
"Dispute" means a dispute arising out of or in connection with the relevant Transaction Document (including a dispute regarding the existence, validity or termination of such Transaction Document, any non-contractual obligations arising out of or in connection with such Transaction Document or the consequences of its nullity).
"Dutch Accession Date" means 21 May 2014.

22



"Dutch Account Bank Agreement" means the agreement dated on or about 21 May 2014 pursuant to which Dutch FleetCo appoints the Dutch FleetCo Dutch Account Bank.
"Dutch Account Mandate" has the meaning given to it in clause 4.1 of the Dutch Account Bank Agreement.
"Dutch Bank Account" means the bank account maintained by Dutch FleetCo with ABN AMRO Bank N.V. in The Netherlands with account number 440355842.
"Dutch Bank Account Priority of Payments" means the priority of payments set out in clause 4.3.46 (Dutch Bank Account) of the Framework Agreement.
"Dutch FleetCo" means Fincar Fleet B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office at Rapenburgerstraat 175B, 1011 VM Amsterdam, The Netherlands and registered with the Dutch Trade Register (Handelsregister) of the chamber of commerce (Kamer van Koophandel) under the number 5522 7732.
"Dutch FleetCo Account Bank Operators" means the Dutch FleetCo Spanish Account Bank Operator, the Dutch FleetCo German Account Bank Operator and the Dutch FleetCo Dutch Account Bank Operator and each a "Dutch FleetCo Account Bank Operator".
"Dutch FleetCo Corporate Services Providers" means Intertrust (Netherlands) B.V. and Vistra B.V., each appointed as the corporate services provider to Dutch FleetCo under the respective Dutch Corporate Services Agreement.
"Dutch FleetCo Deed of Charge" means the English law deed of charge dated on or about the Dutch Accession Date pursuant to which, among other things, Dutch FleetCo assigns, pledges and otherwise creates security over all its rights and interests in and to each of the English Transaction Documents in respect of its Vehicle Fleet in The Netherlands to which it is a party in favour of the FleetCo Security Agent.
"Dutch FleetCo Deed of Charge Secured Property" has the meaning given to it in the Dutch FleetCo Deed of Charge.
"Dutch FleetCo Dutch Account Bank" means Deutsche Bank AG, Amsterdam Branch or its successor or replacement appointed under the Dutch Account Bank Agreement.
"Dutch FleetCo Dutch Account Bank Operator" means Deutsche Bank AG, London Branch.
"Dutch FleetCo Dutch Bank Account Pledge" means the Dutch law deed of pledge of bank accounts dated on or about the Dutch Accession Date and granted by Dutch FleetCo in favour of the FleetCo Security Agent.
"Dutch FleetCo Dutch Bank Accounts" means:
(i)
the Dutch FleetCo Dutch Transaction Account;
(ii)
the Dutch FleetCo Dutch Reserve Account (if any); and
(iii)
any Additional Accounts opened and maintained in accordance with the Dutch Account Bank Agreement.

23



"Dutch FleetCo Dutch Deed of Pledge of Receivables" means the Dutch law deed of pledge of receivables dated on or about the Dutch Accession Date granted by Dutch FleetCo in favour of the FleetCo Security Agent.
"Dutch FleetCo Dutch Expenses" means the fees, costs, charges and expenses to which Dutch FleetCo is liable to the Dutch FleetCo Corporate Services Providers in The Netherlands and all fees, costs, charges and expenses to which Dutch FleetCo is liable in relation to its premises, equipment rental, telephone line, registration fees, tax returns and other corporate administration services, in each case, in The Netherlands.
"Dutch FleetCo Dutch Opco Event of Default Priority of Payments" means the priority of payments in part 8 (Dutch FleetCo Dutch Opco Event of Default Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo Dutch Post-Enforcement Priority of Payments" means the priority of payments in part D (Dutch FleetCo Dutch Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo Dutch Pre-Enforcement Priority of Payments" means the priority of payments in part D (Dutch FleetCo Dutch Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo Dutch Reserve Account" means the EUR denominated reserve account in The Netherlands in the name of Dutch FleetCo and any sub-accounts thereof which may be opened and maintained with the Dutch FleetCo Dutch Account Bank from time to time.
"Dutch FleetCo Dutch Right of Pledge" means the Dutch law non-possessory right of pledge (bezitloos pandrecht) relating to the Vehicles owned by Dutch FleetCo dated on or about the Dutch Accession Date granted by Dutch FleetCo in favour of the FleetCo Security Agent.
"Dutch FleetCo Dutch Secured Property" means the assets from time to time secured by the Dutch FleetCo Dutch Security Documents.
"Dutch FleetCo Dutch Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the Dutch Accession Date):
(i)
(subject to Clause 2.1(xxxvi) hereof) the Dutch FleetCo Share Pledge;
(ii)
(subject to Clauses 2.1(xxxiv) and (xxxv) hereof) the Dutch FleetCo Deed of Charge;
(iii)
the Dutch FleetCo Dutch Deed of Pledge of Receivables;
(iv)
the Dutch FleetCo Dutch Bank Account Pledge; and
(v)
the Dutch FleetCo Dutch Right of Pledge.
"Dutch FleetCo Dutch Transaction Account" means the EUR denominated bank account held and administered by Dutch FleetCo Dutch Account Bank in the name of Dutch FleetCo with the account number (IBAN: NL65DEUT0265198674).

24



"Dutch FleetCo German Account Bank" means Deutsche Bank AG or its successor or replacement appointed under the German Account Bank Agreement.
"Dutch FleetCo German Account Bank Operator" means Deutsche Bank AG, London Branch.
"Dutch FleetCo German Bank Accounts" means:
(i)
the Dutch FleetCo German Transaction Account;
(ii)
the VAT Component and Charge Costs Component Trust Account; and
(iii)
the Dutch FleetCo German Reserve Account.
"Dutch FleetCo German Post-Enforcement Priority of Payments" means the priority of payments in part B (Dutch FleetCo German Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo German Pre-Enforcement Priority of Payments" means the priority of payments in part B (Dutch FleetCo German Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo German Reserve Account" means the EUR denominated reserve account in Germany in the name of Dutch FleetCo and any sub-accounts thereof opened and maintained with the Dutch FleetCo German Account Bank and with account number 100-9644667-01.
"Dutch FleetCo German Secured Property" means the assets from time to time secured by the FleetCo German Security Documents, the Dutch Receivables Pledge, the Dutch FleetCo German VAT Pledge, (to the extent of the Dutch FleetCo Level German Advances Proportion) the Dutch FleetCo Share Pledge and the German FleetCo Deed of Charge.
"Dutch FleetCo German Transaction Account" means the EUR denominated bank account held and administered by Dutch FleetCo German Account Bank in the name of Dutch FleetCo with the account number 100-9644667-00.
"Dutch FleetCo German VAT Pledge" means the Dutch law pledge between, among others, German Opco and Dutch FleetCo, in respect of the VAT Amount and the Third Party Purchase Price VAT Amount.
"Dutch FleetCo Level Dutch Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

25



(ii)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,
such ratio expressed as a percentage.
"Dutch FleetCo Level German Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(ii)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,
such ratio expressed as a percentage.
"Dutch FleetCo Level Spanish Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
(ii)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement; and
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,
such ratio expressed as a percentage.
"Dutch FleetCo Management Documents" means:
(i)
the management agreement entered into by Dutch FleetCo with J.J. van Ginkel, B.W. de Sonnaville and Vistra B.V. and dated 22 June 2012 as amended and restated on 5 March 2013 in respect of the provision of corporate administration services of Dutch FleetCo by

26



Vistra B.V. and as most recently amended with effect as of 31 December 2015 in respect of the replacement of J.J. van Ginkel with Y. Theuns and as most recently amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo;
(ii)
the management agreement entered into by Dutch FleetCo with P.D. Haverkamp and M. Hut and Intertrust (Netherlands) B.V. and dated 22 June 2012 as amended and restated on the Dutch Accession Date in respect of the provision of corporate administration services of Dutch FleetCo by Intertrust (Netherlands) B.V. as amended on 21 January 2015 in respect of the replacement of M. Hut with R. Posthumus and as most recently amended with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren;
(iii)
the letter of undertaking entered into, amongst others, by Vistra B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date as amended and restated with effect as of 31 December 2015 in respect of the replacement of J.J. van Ginkel with Y. Theuns as amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo and as most recently amended and restated with effect as of the date of the deed of amendment and transfer entered into between Stichting Holding 2 Fincar Fleet, Stichting Vistra Beheer, Vistra Executives B.V. and Credit Agricole Corporate and Investment Bank in respect of among other things, the accession of Vistra Executives B.V. to, and the release of Stichting Vistra Beheer from its obligations under the letter of undertaking; and
(iv)
the letter of undertaking entered into, amongst others, by Intertrust (Netherlands) B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date and as amended on 21 January 2015 in respect of the replacement of M. Hut with M. Posthumus and as most recently amended and restated with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren.
"Dutch FleetCo Premises Lease Agreement" means the lease agreement dated 22 June 2012 between Pinnacle Offices B.V. and Dutch FleetCo.
"Dutch FleetCo Secured Creditors" means the Dutch FleetCo Dutch Account Bank, the Dutch FleetCo Dutch Account Bank Operator, the FleetCo Dutch Back-up Cash Manager and, with respect to obligations incurred by Dutch FleetCo acting with respect to its Vehicle Fleet in The Netherlands, the Central Servicer, the Liquidation Agent, the FleetCo Security Agent (including any Receiver or Appointee thereof) and the Issuer.
"Dutch FleetCo Share Pledge" means the deed of the pledge of shares by the shareholders of Dutch FleetCo over all the shares of Dutch FleetCo dated 5 March 2013, as amended on or about the Dutch Accession Date.
"Dutch FleetCo Spanish Account Bank" means Deutsche Bank S.A.E. or its successor or replacement appointed under the Spanish Account Bank Agreement.
"Dutch FleetCo Spanish Account Bank Operator" means Deutsche Bank AG., London Branch or its successor or replacement appointed under the Spanish Account Bank Agreement.

27



"Dutch FleetCo Spanish Bank Accounts" means:
(i)
the Dutch FleetCo Spanish Transaction Account; and
(ii)
the Dutch FleetCo Spanish Reserve Account (if any).
"Dutch FleetCo, Spanish Branch" means the Spanish branch of Dutch FleetCo with company registration number M-518708, with company domicile at Avenida Manoteras 32, 28050 Madrid and tax identification number W0037096E.
"Dutch FleetCo Spanish Post-Enforcement Priority of Payments" means the priority of payments in part A (Dutch FleetCo Spanish Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo Spanish Pre-Enforcement Priority of Payments" means the priority of payments in part A (Dutch FleetCo Spanish Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Dutch FleetCo Spanish Reserve Account" means the reserve account in Spain in the name of Dutch FleetCo, Spanish Branch and which may, from time to time, be opened and maintained with the Dutch FleetCo Spanish Account Bank.
"Dutch FleetCo Spanish Secured Property" means the assets from time to time secured by the FleetCo Spanish Security Documents, the Spanish FleetCo Deed of Charge and, to the extent of the Dutch FleetCo Level Spanish Advances Proportion, the Dutch FleetCo Share Pledge.
"Dutch FleetCo Spanish Transaction Account" means the bank account in Spain in the name of Dutch FleetCo, Spanish Branch with the account number 0019 0030 68 4010240146 (IBAN: ES1800190030684010240146).
"Dutch GAAP" means the whole body of Dutch authoritative accounting literature, including the Dutch Civil Code (Burgerlijk Wetboek) and the Dutch Accounting Standards published by the Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving).
"Dutch Initial Purchase Price" means, in relation to a Vehicle in The Netherlands, the purchase price or other consideration payable by Dutch Opco to the Vehicle Manufacturer or Vehicle Dealer for the purchase by Dutch Opco of such Vehicle as provided in the relevant Vehicle Manufacturer Agreement and Vehicle Dealer Agreement, plus VAT and Charge Costs.
"Dutch Onward Purchase Price" means, in respect of any Vehicle in The Netherlands, the purchase price as specified in the Purchase Offer and Lease Request payable by Dutch FleetCo to Dutch Opco which (i) for a Vehicle other than a Dutch Opco Existing Fleet Vehicle shall be equal to the Dutch Initial Purchase Price payable by Dutch Opco with regard to such vehicles (which price, for these purposes, includes VAT charged by Dutch Opco to Dutch FleetCo) and (if necessary) calculated by way of breakdown of the aggregate price for each type of vehicle subject to the respective Purchase Offer and Lease Request or (ii) for a Dutch Opco Existing Fleet Vehicle shall be equal to the Net Book Value on the Dutch Accession Date for such Dutch Opco Existing Fleet Vehicle plus VAT.

28



"Dutch Opco" means Avis Budget Autoverhuur B.V.
"Dutch Opco Existing Fleet Vehicle" means each Eligible Vehicle (i) in respect of which Dutch Opco has paid the Initial Purchase Price in full to the relevant Vehicle Manufacturer or Vehicle Dealer prior to the date of the Master Dutch Fleet Purchase Agreement and (ii) which Dutch Opco owns prior to the date of the Master Dutch Fleet Purchase Agreement.
"Dutch Opco Event of Default" means an Event of Default in respect of Dutch Opco as the Relevant Person.
"Dutch Parallel Debt" has the meaning given to it in clause 16.2 (Parallel Debt) of the Framework Agreement.
"Dutch Receivables Pledge" means the receivables pledge dated 5 March 2013 entered into by, among others, Dutch FleetCo and the FleetCo Security Agent.
"Dutch Transaction Documents" means:
(i)
the FleetCo Dutch Security Documents;
(ii)
(subject to clause 2.1(xxxvi) hereof) the Dutch FleetCo Management Documents;
(iii)
the Master German Fleet Purchase Agreement (to the extent expressed to be governed by Dutch law);
(iv)
the Master German Fleet Lease Agreement; and
(v)
any other Transaction Document expressed to be governed by Dutch law, relating to Dutch FleetCo's Vehicle Fleet in Germany and approved by the FleetCo Security Agent and the Transaction Agent and designated by them as a Dutch Transaction Document which, for the avoidance of doubt shall not include any Dutch Transaction Dutch Documents.
"Dutch Transaction Dutch Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the Dutch Accession Date):
(i)
the Dutch FleetCo Dutch Security Documents;
(ii)
(subject to clause 2.1 (xxxvi) hereof) the Dutch FleetCo Management Documents;
(iii)
the Dutch Account Bank Agreement;
(iv)
the Dutch Account Mandate;
(v)
the Master Dutch Fleet Purchase Agreement;
(vi)
the Master Dutch Fleet Lease Agreement; and
(vii)
any other Transaction Document expressed to be governed by Dutch law, relating to Dutch FleetCo's Vehicle Fleet in The Netherlands and approved by the FleetCo Security Agent and the Transaction Agent and designated by them as a Dutch Transaction Dutch Document, which, for the avoidance of doubt, shall not include any Dutch Transaction Documents.
"Dutch VAT Lender" means Avis Finance Company Limited.

29



"Dutch VAT Loan Agreement" means the Dutch VAT Loan Agreement dated on or about the Dutch Accession Date and entered into between the Dutch VAT Loan Borrower and the Dutch VAT Lender.
"Dutch VAT Loan Borrower" means Dutch FleetCo.
"Dutch VAT Refund" has the meaning given to it in the Dutch VAT Loan Agreement.
"Dutch VAT Refund Ledger" means the ledger on which Dutch VAT Refunds recovered by Dutch FleetCo from the Dutch Tax Authorities are recorded.
"Dutch Vehicle Certificates" means, in respect of Vehicles in The Netherlands in relation to which an Individual Purchase and Lease Agreement has been concluded, the registration documents regarding such vehicles and certificates of conformity, including, but not limited to, the ownership codes (tenaamstellingscode) and the vehicle registration cards.
"Dutch Vehicle Documents" means, in respect of Vehicles in The Netherlands, the keys and spare keys to the Vehicles, the Dutch Vehicle Certificates and the certificates of conformity.
"Early Termination Payment" means, in the event that a FleetCo turns back any Programme Vehicle to a Vehicle Manufacturer or Vehicle Dealer, as applicable, under a Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement before the end of the relevant Programme Minimum Term (where applicable), an amount equal to the excess, if any, of (a) the Termination Value of such Programme Vehicle (as of the Turn-back Date) over (b) the sum of the Vehicle Manufacturer Repurchase Price received (or receivable) with respect to such Programme Vehicle and any Programme Vehicle Special Default Payments payable by the Lessee in respect of such Programme Vehicle.
"Effective Date" has the meaning given to it in the English law termination deed dated on or about the Signing Date in respect of the termination of the IFF.
"Eligible Issuer Hedge Counterparty" means a Person satisfactory to the Parent and the Transaction Agent and:
(i)
if the outstanding Senior Notes are rated and continue to be rated by any Rating Agency:
(a)
having (at the time of entry into of the relevant Issuer Hedging Agreement) a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating required by such Rating Agency; and
(b)
complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating (from a Rating Agency rating the Senior Notes) of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A2" from Moody's or such other rating as would not have an adverse impact on the rating of the Senior Notes; or
(ii)
if the outstanding Senior Notes are not rated by a Rating Agency, complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A2" from Moody's.

30



"Eligible Issuer LC Provider" means a person:
(i)
satisfactory to the Parent and the Transaction Agent;
(ii)
having a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A1" from Moody's and a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least "A-1" from Standard & Poor's, at least "F1" from Fitch, at least "P-1" from Moody's or at least "R-1(mid)" from DBRS; and
(iii)
that is a commercial bank having total assets in excess of €500,000,000.
"Eligible Receivables" means, at any time and in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable):
(i)
its Vehicle Manufacturer Receivables of Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) (other than its Excluded Vehicle Manufacturer Receivables) in respect of Investment Grade Vehicle Manufacturers;
(ii)
its (A) Vehicle Dealer Receivables in Germany, France or The Netherlands or (B) its Vehicle Manufacturer Receivables in Germany, The Netherlands or France (other than its Excluded Vehicle Manufacturer Receivables) in respect of Non-Investment Grade Vehicle Manufacturers, in each case, to the extent that Dutch FleetCo has the benefit of retention of title provisions relating to the relevant Vehicles at the relevant time; or
(iii)
its VAT Receivables in Spain and France,
provided that such receivables listed in paragraphs (i) and (ii) above:
(i)
are not more than 90 days overdue and are evidenced by invoices in electronic or paper form;
(ii)
if owed by a legal entity or by an individual that is organised or resident in a country other than a European Union member country or the country in which such FleetCo or the relevant Related Opco (as the case may be) is organised, the Transaction Agent has been provided with legal opinions satisfactory to it (acting reasonably) confirming that, subject to customary reservations and assumptions, such receivables are enforceable against the entity or individual that owes them;
(iii)
are not owed by a sovereign debtor to the extent that the nature of such debtor materially and adversely prejudices the ability to obtain an effective legal assignment of such receivables;
(iv)
are not owed by a debtor known by any FleetCo, any Opco or Finco to be subject to bankruptcy or insolvency proceedings; and

31



(v)
can be freely and validly transferred (subject to any limitation or third party consent provided in the underlying contracts) (or are the subject of a security interest granted under the relevant Security Document in any jurisdiction).
"Eligible Receivables Amount" means, in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable), the aggregate amount of its Eligible Receivables in Spain, Germany, The Netherlands, Italy or France, respectively.
"Eligible Vehicle" means a Vehicle (which includes, for the avoidance of doubt, a Service Vehicle) in Spain, Germany, The Netherlands, Italy or France (as applicable):
(a)
that is subject to a Vehicle Manufacturer Purchase Agreement or Vehicle Dealer Purchase Agreement;
(b)
that either: (i) benefits from the buy-back commitment of a Vehicle Dealer or a Vehicle Manufacturer pursuant to a Vehicle Dealer Buy-Back Agreement or a Vehicle Manufacturer Buy-Back Agreement, respectively; or (ii) if it does not benefit, or no longer benefits, from such buy-back commitment, is classified or reclassified as a Non-Programme Vehicle in accordance with the terms of the relevant Master Lease Agreement;
(c)
the certificate of title and/or registration (as applicable and if required) for which is in the name of a FleetCo; and
(d)
that is owned by (in respect of a Vehicle in Spain, Germany or The Netherlands) Dutch FleetCo or (in respect of a Vehicle in Italy) Italian FleetCo or (in respect of a Vehicle in France) French FleetCo, free and clear of all liens (other than a retention of title in favour of the corresponding Vehicle Manufacturer or Vehicle Dealer (as applicable) and other than pursuant to the relevant FleetCo Security Document);
provided that:
(i)
such vehicle is no more than (A) thirty-six (36) months old in the case of Vehicles other than Vans, Light Trucks or Service Vehicles or (B) sixty (60) months old in the case of Vans, Service Vehicles and Light Trucks, in each case, after the date of registration with the relevant authorities of such Vehicle; and
(ii)
Vehicles purchased by German Opco from Vehicle Manufacturers under Vehicle Buy Back Agreements which oblige German Opco to resell the relevant Vehicles to the relevant Vehicle Manufacturers shall not be Eligible Vehicles unless binding tax rulings have been obtained by German Opco and Dutch FleetCo from the relevant German Tax Authorities satisfactory to the Transaction Agent.
"encumbrance" means a Security Interest.
"Enforcement Action" means:
(a)
in relation to any Liabilities of the Issuer and/or a FleetCo (as applicable):
(i)
(in respect of the Issuer) the acceleration of any Liabilities of the Issuer or the making of any declaration that any Liabilities of the Issuer are prematurely due

32



and payable (other than as a result of it becoming unlawful for a Senior Noteholder to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Issuer Transaction Documents) and (in respect of a FleetCo) the acceleration of any Liabilities of such FleetCo or the making of any declaration that any Liabilities of such FleetCo are prematurely due and payable (other than as a result of it becoming unlawful for the Issuer to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the relevant FleetCo Transaction Documents);
(ii)
the making of any declaration that any Liabilities are payable on demand;
(iii)
the making of a demand in relation to a Liability that is payable on demand;
(iv)
the making of any demand against any of the Parent, Finco or Avis Europe in relation to the Parent Performance Guarantee, the Finco Payment Guarantee or the Avis Europe Payment Guarantee, respectively;
(v)
save to the extent permitted in accordance with clause 6 (Country Repayment Option) of the Framework Agreement, the exercise of any right to require any of the Avis Obligors, FleetCos or the Issuer to acquire any Liability (including exercising any put or call option against any such person for the redemption or purchase of any Liability);
(vi)
the exercise of any right of set-off, account combination or payment netting against any of the Avis Obligors, FleetCos or the Issuer in respect of any Liabilities other than the exercise of any such right:
A.
as Close-Out Netting by an Issuer Hedge Counterparty;
B.
as Payment Netting by an Issuer Hedge Counterparty; or
C.
which is otherwise expressly permitted under the Issuer Transaction Documents or FleetCo Transaction Documents to the extent that the exercise of that right gives effect to a payment that is permitted under the Framework Agreement; and
(vii)
the suing for, commencing of or joining of any legal or arbitration proceedings against any of the Avis Obligors, FleetCos or the Issuer (as applicable) to recover any Liabilities;
(b)
the premature termination or close-out of any hedging transaction under any Issuer Hedging Agreement save as permitted under such Issuer Hedging Agreement;
(c)
the taking of any steps to enforce or require the enforcement of any Issuer Security by the Issuer Security Trustee (including the crystallisation of any floating charge forming part of the Issuer Security) or FleetCo Security by the FleetCo Security Agent (including the crystallisation of any floating charge forming part of the FleetCo Security);
(d)
the entering into of any composition, compromise, assignment or arrangement with any of the Avis Obligors, FleetCos or the Issuer (as applicable) which owes any Liabilities, or

33



has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities; or
(e)
the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator, examiner or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any of FleetCos or the Issuer (as applicable) which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such person's assets or any suspension of payments or moratorium of any indebtedness of such person, or any analogous procedure or step in any jurisdiction,
except that the following shall not constitute Enforcement Action:
(i)
the taking of any action falling within paragraph (a)(vii) or (e) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods;
(ii)
an Issuer Secured Creditor or a FleetCo Secured Creditor bringing legal proceedings against any person solely for the purpose of:
A.
obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Transaction Document to which it is party;
B.
obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages; or
C.
requesting judicial interpretation of any provision of any Transaction Document to which it is party with no claim for damages; or
(iii)
the taking of the action in paragraph (a)(iii) or paragraph (a)(iv) prior to the delivery of an Enforcement Notice.
"Enforcement Notice" means:
(a)
in respect of an Issuer Event of Default, the Issuer Enforcement Notice; and
(b)
in respect of a FleetCo Event of Default, the FleetCo Enforcement Notice.
"English Transaction Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the Framework Agreement;
(ii)
this Agreement;
(iii)
the Funds Flow Agreement;
(iv)
the Tax Deed of Covenant;

34



(v)
the Issuer Note Issuance Facility Agreement;
(vi)
the Issuer Subordinated Facility Agreement;
(vii)
the Issuer Cash Management Agreement;
(viii)
the Issuer Account Bank Agreement;
(ix)
the Issuer Hedging Agreements;
(x)
the FleetCo Spanish Facility Agreement;
(xi)
the FleetCo German Facility Agreement;
(xii)
the FleetCo Dutch Facility Agreement;
(xiii)
the Central Servicing Agreement;
(xiv)
the FleetCo Back-up Cash Management Agreement;
(xv)
the Avis Europe Payment Guarantee;
(xvi)
the Finco Payment Guarantee;
(xvii)
the Parent Performance Guarantee;
(xviii)
the Issuer Security Documents;
(xix)
each FleetCo Deed of Charge;
(xx)
the Liquidation Agency Agreement;
(xxi)
each Issuer Security Power of Attorney;
(xxii)
the Issuer Spain TRO Declaration of Trust;
(xxiii)
the Fee Letters;
(xxiv)
the Lessor Power of Attorney;
(xxv)
each FleetCo Security Power of Attorney;
(xxvi)
the VFN Funding Agreement; and
(xxvii)
any other Transaction Documents expressed to be governed by English law and approved by the Transaction Agent.
"Equivalent Rating Agency" means each of Fitch, Moody's and S&P.
"Equivalent Rating Agency Rating" means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.
"Estimated Lease Expiration Date" has the meaning given to it in paragraph 5, part 2, annex 1 to schedule 1 of the Master German Fleet Purchase Agreement.

35



"Estimated Lease Term" means, in relation to any relevant Vehicle leased under the Master German Fleet Lease Agreement, the period from (and including) the relevant Lease Commencement Date to (and including) the Estimated Lease Expiration Date.
"Estimated Sales Price" means, in respect of a Non-Programme Vehicle in Germany, the expected Net Book Value of such a Vehicle as calculated on the Estimated Lease Expiration Date or, in the event that the Lease Expiration Date of such Vehicle falls prior to the Estimated Lease Expiration Date, the Net Book Value of such Vehicle on the Lease Expiration Date.
"EU Insolvency Regulation" means Council Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).
"EURIBOR" means, in relation to any Senior Advance:
(a)
the applicable Screen Rate; or
(b)
(if no Screen Rate is available for the Senior Advance Interest Period of that Senior Advance Loan) the Reference Bank Rate,
as of 10:00 a.m. (Paris time) on the Interest Determination Date. If any such applicable Screen Rate or Reference Bank Rate is below zero, EURIBOR will be deemed to be zero.
"Euro", "euro", "" and "EUR" each means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty of Lisbon amending the Treaty on European Union and the Treaty establishing the European Community (signed at Lisbon on 13 December 2007).
"Euro Equivalent" means, in relation to an amount denominated or expressed in any currency other than Euro, the equivalent thereof in Euro calculated at the Transaction Agent's spot rate of exchange as at the relevant date of determination.
"Event of Default" means, in relation to any Relevant Person, the occurrence of any of the following events:
(a)
the Relevant Person fails to make any payment payable by it under any Transaction Document when due in the currency and in the manner specified in the relevant Transaction Document except:
(i)
technical failure:
(a)
in the case of Dutch FleetCo, Spanish Branch, Spanish Opco, any Italian Opco, French Opco, Italian FleetCo, French FleetCo and the FCT, where such failure is due to technical reasons and such default is remedied by Spanish Opco, the relevant Italian Opco, French Opco, French FleetCo, the FCT or Italian FleetCo (as applicable) or (in respect of Spanish Opco) the Spain Repayment Option, (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or, (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 5 Business Days of the occurrence of such failure; and

36



in the case of the Central Servicer, German Opco, Dutch Opco, Dutch FleetCo or the Issuer, where such failure is due to technical reasons and such default is remedied by the Central Servicer, German Opco, Dutch Opco, Dutch FleetCo or the Issuer (as applicable) within 5 Business Days of the occurrence of such failure;
(ii)
voluntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo, the FCT and Italian FleetCo, where such failure has occurred while a Voluntary Insolvency Event is continuing in respect of such Opco or such FleetCo and such default is remedied within 2 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 2 Business Days of such failure;
(iii)
involuntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo or the FCT and Italian FleetCo, where such failure has occurred while an Involuntary Insolvency Event is continuing in respect of such Opco or Italian FleetCo and such default is remedied within 10 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 10 Business Days of such failure;
(iv)
other non-payment:
(a)
in the case of any Relevant Person, where such default is remedied within 5 Business Days;
(b)
interest payments:
A.
in the case of Dutch FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under (I) the FleetCo Spanish Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Spanish Opco or the Central Servicer to Dutch FleetCo; (II) the FleetCo German Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by German Opco or the Central Servicer to Dutch FleetCo; (III) the FleetCo Dutch Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Dutch Opco or the Central Servicer to Dutch FleetCo;
B.
in the case of Italian FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and such default is remedied or the Italy

37



Repayment Option is exercised, in each case, within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by any Italian Opco to Italian FleetCo;
C.
in the case of French FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French Opco to French FleetCo;
D.
in the case of the FCT, where such failure relates to payment of interest payable by it under a VFN Advance under the VFN Funding Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French FleetCo to the FCT; or
E.
in the case of the Issuer where such failure relates to payment of interest payable under a Senior Advance and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Italian FleetCo, the FCT or Dutch FleetCo (as applicable) to the Issuer; or
principal payments:
A.
in the case of Dutch FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Spanish Facility Agreement, the FleetCo German Facility Agreement or the FleetCo Dutch Facility Agreement, and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";
B.
in the case of Italian FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";
C.
in the case of French FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";

38



D.
in the case of the FCT, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a VFN Advance under the VFN Funding Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default"; or
E.
in the case of the Issuer, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable under a Senior Advance and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an "Event of Default";
(b)
any representation or warranty made by the Relevant Person pursuant to any Transaction Document or in any notice or other document, certificate or statement delivered by it pursuant hereto or in connection herewith is or proves to have been incorrect or misleading in any material respect when made and:
(i)
in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such breach is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French FleetCo, French Opco and the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and
(ii)
in the case of the Issuer, Dutch FleetCo, Central Servicer, Dutch Opco and German Opco, such breach is not remedied within 20 Business Days, provided that such breach of representation or warranty is capable of being remedied;
(c)
the Relevant Person fails duly to perform or comply with any of its material obligations under any of the Transaction Documents to which it is a party (other than those referred to in paragraphs (a) and (b) above and paragraph (h) and paragraph (i) below) and:
(i)
in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such failure to perform or comply is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and
(ii)
in the case of the Issuer, Dutch FleetCo, the Central Servicer, Dutch Opco and German Opco, such failure to perform or comply is not remedied within 20 Business Days, provided that such failure is capable of being remedied;
(d)
an Insolvency Event occurs in respect of the Relevant Person (except the FCT) and, in the case of any Italian Opco, Spanish Opco, French Opco and Dutch Opco, Italian FleetCo, French FleetCo and Dutch FleetCo, such Insolvency Event is continuing and (in respect of Spanish Opco) the Spain Repayment Option and (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option and (in respect of French Opco, French

39



FleetCo or the FCT) the France Repayment Option (as applicable) has, in each case, not been exercised within 10 Business Days from the occurrence thereof;
(e)
at any time: (1) it is or becomes unlawful or contrary to law or regulation in any applicable jurisdiction for the Relevant Person to perform or comply with any or all of its obligations under the Relevant Transaction Documents; (2) any of the obligations of the Relevant Person under the Relevant Transaction Documents are not or cease to be legal, valid and binding; or (3) any of the terms of the Relevant Transaction Documents or any part thereof are not or cease to be in full force and effect or enforceable in accordance with its terms or any party to such Transaction Documents shall so assert in writing;
(f)
the Security purported to be granted to the Issuer Security Trustee or FleetCo Security Agent under the Security Documents is not binding on or enforceable against the Issuer or the relevant FleetCo or effective to create the Security with the priority intended to be created by it except if:
(i)
in the case of Security purported to be granted by Dutch FleetCo and where the relevant Security Document is expressed to be governed by Spanish law, such Default is remedied or the Spain Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default;
(ii)
in the case of Security purported to be granted by Italian FleetCo and where the relevant Security Document is expressed to be governed by Italian law, such Default is remedied or the Italy Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default; and
(iii)
in the case of security purported to be granted by French FleetCo and where the relevant Security Document is expressed to be governed by French law, such Default is remedied or the France Repayment Option is exercised in each case, within 10 Business Days from the date of occurrence or such Default;
(g)
any event or circumstance occurs which would have a Material Adverse Effect on:
(i)
Dutch FleetCo;
(ii)
French FleetCo;
(iii)
the FCT, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the France Repayment Option is exercised within 10 Business Days from the date of its occurrence;
(iv)
Italian FleetCo, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the Italy Repayment Option is exercised within 10 Business Days from the date of its occurrence; and
(v)
the Issuer;

40



(h)
breach of the Issuer Borrowing Base Test and the Country Asset Value Test:
(i)
a breach of the Country Asset Value Test in respect of Spain and such breach continues for a period of at least 5 Business Days or the Spain Repayment Option is not exercised within 5 Business Days from the date of such breach;
(ii)
in the case of Dutch FleetCo, a breach of the Country Asset Value Test in respect of Germany or The Netherlands and such breach continues for a period of at least 5 Business Days from the date of such breach;
(iii)
in the case of French FleetCo, a breach of the Country Asset Value Test in respect of France and such breach continues for a period of at least 5 Business Days or the France Repayment Option is not exercised within 5 Business Days from the date of such breach;
(iv)
in the case of Italian FleetCo, a breach of the Country Asset Value Test in respect of Italy and such breach continues for a period of at least 5 Business Days or the Italy Repayment Option is not exercised within 5 Business Days from the date of such breach; and
(v)
in the case of the Issuer, a breach of the Issuer Borrowing Base Test and such breach continues for a period of at least 5 Business Days from the date of such breach; and
(i)
the amount of the Issuer Reserves is less than the Issuer Reserve Required Amount and such shortfall continues for a period of at least 3 Business Days.
"Excess Concentration Amount" means, on any date, and in respect of all limits included in the definition of "Concentration Limit" (without double counting), the aggregate of all the Relevant Excess Concentration Amounts on such date.
"Excess Damage Charges" means, in relation to a Programme Vehicle, the amount charged or deducted from the Vehicle Manufacturer Repurchase Price by the relevant Vehicle Manufacturer or Vehicle Dealer, where applicable, in accordance with the relevant Vehicle Manufacturer Buy-Back Agreement or the Vehicle Dealer Buy-Back Agreement (as applicable) due to (a) damage over a prescribed limit, (b) if applicable, damage not subject to a prescribed limit (c) missing equipment, and (d) any other penalty that may be imposed by the relevant Vehicle Manufacturer or Vehicle Dealer pursuant to the relevant Vehicle Manufacturer Buy-Back Agreement and/or Vehicle Dealer Buy-Back Agreement in each case at the time that such Vehicle is turned back to such Vehicle Manufacturer or Vehicle Dealer, as applicable, or such person's agent for repurchase or auction pursuant to the relevant Vehicle Manufacturer Buy-Back Agreement and/or Vehicle Dealer Buy-Back Agreement.
"Excess Mileage Charges" means, in relation to a Programme Vehicle, an amount which may be charged by the relevant Vehicle Manufacturer or Vehicle Dealer or deducted from the Vehicle Manufacturer Repurchase Price in accordance with the relevant Vehicle Manufacturer Buy-Back Agreement or the Vehicle Dealer Buy-Back Agreement (as applicable) by reason of the recorded mileage of such Vehicle exceeding a prescribed limit at the time that such Vehicle is turned back to the Vehicle Manufacturer or Vehicle Dealer.
"Excess Payment" has the meaning given to it in clause 14 (Fees, Traffic Penalties and Fines) of the Master German Fleet Lease Agreement, clause 15 (Fees, Traffic Penalties and Fines) of

41



the Master Dutch Fleet Lease Agreement, clause 16 (Fees, Traffic Penalties and Fines) of each Italian Master Lease Agreement and clause 17 (Fees, Traffic Penalties and Fines) of each of the Spanish Master Lease Agreement and the French Master Lease Agreement.
"Excess Swap Collateral" means an amount equal to the value of the collateral (or the applicable part of any collateral) provided by any Issuer Hedge Counterparty to the Issuer in respect of the relevant Issuer Hedge Counterparty's obligations to transfer collateral to the Issuer under the relevant Issuer Hedging Agreement, which is in excess of that Issuer Hedge Counterparty's liability to the Issuer under the relevant Issuer Hedging Agreement as at the date of termination of the transaction under the relevant Issuer Hedging Agreement, or which the relevant Issuer Hedging Counterparty is otherwise entitled to have returned to it under the terms of the relevant Issuer Hedging Agreement.
"Excluded Payments" means, in relation to a Programme Vehicle or a Non-Programme Vehicle, any amounts paid into the relevant FleetCo Bank Account:
(a)
which constitutes any rebates (if any) and any bonus (if any) for the purchase of such Vehicle, provided that neither such rebates nor bonus constitute the Capitalised Cost of any Vehicle or constitute any no-return bonus if such amount is taken into account for the purposes of clause 30.1 of the Master Dutch Fleet Lease Agreement and of each Italian Master Lease Agreement and of clause 31.1 of each of the French Master Lease Agreement and the Spanish Master Lease Agreement;
(b)
in reimbursement for repair work performed on such Vehicle by the Lessee (at its own cost), where such work is covered by warranty;
(c)
in relation to insurance proceeds paid in respect of a Vehicle which has been purchased by Opco from FleetCo (including, without limitation, a Casualty);
(d)
in respect of a Vehicle which is owned by Opco;
(e)
in error to FleetCo to which FleetCo is not contractually entitled;
(f)
in respect of a Dutch VAT Refund or a Maggiore Italian VAT Refund;
(g)
to Spanish Opco in reimbursement of the Tax on Motor Vehicle (as defined in the Spanish Servicing Agreement) and in relation to Tax on Certain Means of Transport (TMT), in each case, re-invoiced by Dutch FleetCo, Spanish Branch to the relevant Vehicle Manufacturer and paid by the relevant Vehicle Manufacturer to Dutch FleetCo, Spanish Branch (provided that Spanish Opco has paid such Tax on Motor Vehicle or, as the case may be, such Tax on Certain Means of Transport to the relevant Tax authorities); and
(h)
in relation to (x) any VAT Amount, (y) any Third Party Purchase Price VAT Amount and (z) the positive difference between amount of Vehicle Manufacturer Repurchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement.
"Excluded Vehicle Manufacturer Receivables" means, at any time and in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo

42



in Italy or French FleetCo in France, any Vehicle Manufacturer Receivables in respect of which a Vehicle Manufacturer Event of Default has occurred.
"Execution or Distress Event" means any execution, expropriation, attachment, sequestration or distress is levied against or affects, or an encumbrancer takes possession of, the whole or any part of the property, undertaking or assets of any person, the aggregate value of which property, undertaking or assets of all such person and the same is not discharged within 10 Business Days of such execution, expropriation, attachment, sequestration, levy or taking of possession.
"Existing Senior Noteholder" has the meaning given to it in clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) of the Issuer Note Issuance Facility Agreement.
"Expected Maturity Date" means six months after the Scheduled Amortisation Commencement Date.
"Extraordinary Depreciation Amount" means, with respect to all Vehicles in a given Vehicle Fleet:
(i)
which have been damaged (other than as a result of ordinary wear and tear), any additional extraordinary depreciation related to such damage;
(ii)
which have been stolen or which have not been returned by the relevant customers, any provision or any additional extraordinary depreciation related to such Vehicles; and
(iii)
in respect of any Vehicle, any provision or any additional extraordinary depreciation reflecting the expected loss or decrease in the Net Book Value of such Vehicles.
"Facility" means, as the context requires, each of the Issuer Note Issuance Facility Agreement, the Issuer Subordinated Facility Agreement, the FleetCo German Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo Italian Facility Agreement, the FleetCo French Facility Agreement and/or the FleetCo Spanish Facility Agreement.
"FATCA" means:
(a)
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
(b)
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or
(c)
any agreement pursuant to the implementation of paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
"FATCA Application Date" means:
(a)
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 January 2014;

43



(b)
in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or
(c)
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above, 1 January 2017,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the Signing Date.
"FATCA Deduction" means a deduction or withholding from a payment under a Transaction Document required by FATCA.
"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.
"FATCA FFI" means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Issuer Secured Creditor or FleetCo Secured Creditor is not a FATCA Exempt Party, could be required to make a FATCA Deduction.
"FCT" means FCT CarFin, a fonds commun de titrisation jointly established by the FCT Management Company and the FCT Custodian on the FCT Establishment Date and governed by Articles L. 214-167 to L. 214-186 and Articles R. 214-217 to R. 214-235 of the French Code monétaire et financier and the FCT Regulations.
"FCT Account" means the segregated EUR denominated bank account opened on behalf of the FCT with the FCT Custodian, the details of which are set out in clause 24.1 of the FCT Regulations.
"FCT Available Funds" means an amount calculated on each Issuer Determination Date, without double counting:
(a)
all amounts standing to the credit of the FCT Account (excluding the amounts which are proceeds of any VFN Advance made to the FCT); and
(b)
all amounts received by the FCT, including from French FleetCo under the FleetCo French Facility Agreement.
"FCT Custodian" means CACEIS Bank France acting as custodian for the FCT and as account bank for the FCT.
"FCT Establishment Date" means the date on which the FCT is established, such date falling on the Initial French Funding Date.
"FCT Event of Default" means any of the events set out in schedule 4 part 4 to the Framework Agreement.
"FCT Management Company" means Eurotitrisation, a société anonyme incorporated under the laws of France under registration number 352 458 368 RCS Bobigny, having its registered office at 41, rue Delizy 93500, Pantin, France, duly licensed as a société de gestion de portefeuille under number GP 14000029 and authorised by the Autorité des Marchés Financiers for the management of securitisation funds, and any successor or replacement thereof.

44



"FCT Minimum Required Re-Selling Price" means the purchase price payable to the FCT by any acquirer of the FleetCo French Loan Receivables and the FleetCo French Related Security under clause 6 of the FCT Transfer and Servicing Agreement which provides the FCT with sufficient funds, together with the FCT's temporarily available cash (if any), to pay all amounts due in respect of principal, interest and other amounts due to the FCT Noteholder and the FCT Residual Unitholder and repay all sums due by the FCT under the Issuer Transaction Documents , if any.
"FCT Noteholder" means the registered holder of the Variable Funding Note as recorded in the FCT Register.
"FCT Offer to Sell" means the offer issued by the FCT Management Company, acting on behalf of the FCT, in accordance with clause 6 of the FCT Transfer and Servicing Agreement to the relevant potential purchaser in respect of the purchase of any FleetCo French Loan Receivables from the FCT.
"FCT Payment Date" means each FleetCo Advance Repayment Date and each Settlement Date.
"FCT Priority of Payments" means the priority of payments in part 7 (FCT Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"FCT Refinancing Fee" means a refinancing fee of an amount equal to the aggregate amount of all fees, costs and expenses specified in clause 25 (FCT Fees) of the FCT Regulations (net of the aggregate amount of any taxes) due and payable by the French FleetCo (in its capacity as French FleetCo) to the French Intermediary Bank in accordance with the relevant provisions of the FleetCo French Facility Agreement in order to refinance all the relevant fees, costs and expenses payable to the FCT Management Company, the FCT Custodian, the FCT Servicer, the FCT Statutory Auditor and the FCT Registrar in accordance with the FCT Regulations and the FCT Transfer and Servicing Agreement.
"FCT Register" means the register held by the FCT Registrar in relation to the Variable Funding Notes and the FCT Residual Units issued by the FCT, pursuant to and in accordance with the VFN Funding Agreement and the FCT Regulations.
"FCT Registrar" means CACEIS Corporate Trust.
"FCT Registrar Agreement" means the agreement entered into on 21 May 2014 between the FCT Registrar, the FCT Custodian and the FCT Management Company (acting on behalf of the FCT), as amended, varied or supplemented from time to time.
"FCT Regulations" means the regulations governing the FCT entered into on 21 May 2014 between the FCT Management Company and the FCT Custodian in accordance with Articles L.214-167 to L.214-189 and Articles R.214-217 to R.214-232-I of the French Code monétaire et financier as amended and supplemented from time to time.
"FCT Residual Unitholder" means the holder of the FCT Residual Units from time to time which will be CACIB on the FCT Establishment Date.
"FCT Residual Units" mean the two residual units issued by the FCT on or before the FCT Initial Transfer Date which will be subscribed by CACIB.

45



"FCT Residual Units Purchase Option" means the call option granted by the FCT Residual Unitholder to Finco under paragraph 2 of the FCT Residual Units Subscription Form.
"FCT Residual Units Subscription Form" means the subscription form attached as schedule 1 to the FCT Regulations.
"FCT Servicer" means CACIB and any successor or replacement thereof.
"FCT Statutory Auditor" has the meaning given to it in the FCT Regulations.
"FCT Transaction Documents" means:
(a)
the FCT Regulations;
(b)
the FCT Transfer and Servicing Agreement; and
(c)
the FCT Registrar Agreement.
"FCT Transfer and Servicing Agreement" means the transfer and servicing agreement entered into on or about the French Accession Date between, inter alios, French FleetCo, the FCT (represented by the Management Company), the FCT Custodian the French Intermediary Bank and the FCT Servicer.
"FCT Transfer Date" means the date falling on the Initial French Funding Date.
"FCT Transfer Deed" means the transfer deed (acte de cession de créances) in the form of schedule 1 to the FCT Transfer and Servicing Agreement, to be delivered on the FCT Transfer Date by the French Intermediary Bank to the FCT Management Company, acting in the name and on behalf of the FCT in accordance with the relevant provisions of the FCT Transfer and Servicing Agreement.
"FCT Transfer Price" means, in relation to the FCT Transfer and Servicing Agreement and the FCT Regulations, the transfer price in respect of the FleetCo French Loan Receivables to be acquired by the FCT from the French Intermediary Bank on the FCT Transfer Date to be calculated and paid by way of instalments in accordance with the provisions of the FCT Transfer and Servicing Agreement.
"Fee Letters" means the Transaction Agent Fee Letter, the Senior Noteholder Fee Letters and any other document designated by the Transaction Agent as a "Fee Letter".
"Final Maturity Date" means 20 months after the Expected Maturity Date.
"Financial Indebtedness" means (without double counting) any indebtedness in relation to or arising under or in connection with:
(a)
any money borrowed (including any overdraft);
(b)
any amount raised pursuant to any note purchase facility or the issue of debenture, bond, note or loan stock or any similar instrument;
(c)
any amount raised by acceptance under any acceptance credit facility or any dematerialised equivalent;

46



(d)
any receivable sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(e)
the purchase price of any asset or service to the extent payable by the Issuer or a FleetCo, (as applicable) after the time of sale or delivery to such person, where the deferred payment is arranged as a method of raising finance (other than, in respect of a FleetCo or the Issuer, any deferred payment or grace period granted by a Vehicle Manufacturer or Vehicle Dealer in relation to the acquisition of the Vehicles);
(f)
the sale price of any asset or service to the extent paid to the Issuer, a FleetCo, (as applicable) before the time of sale or delivery by the Issuer, a FleetCo, (as applicable) liable to effect that sale or delivery, where the advance payment is primarily arranged as a method of raising finance;
(g)
any lease, hire purchase agreement, credit sale or conditional sale agreement in each case which would be treated as financial liabilities in accordance with Applicable Accounting Principles;
(h)
any derivative transaction entered into in connection with protection against or benefit from fluctuation in any currency, rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
(i)
shares which are expressed to be redeemable;
(j)
any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(k)
any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(l)
the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above.
"Financial Institution" means a bank or credit institution whose activities include purchasing debt securities or other financial assets and lending monies, and includes each Initial Financial Institution Senior Noteholder and includes any special purpose entity which is funded wholly or principally by a bank or credit institution whose activities include purchasing debt securities or other financial assets and lending monies (excluding, for the avoidance of doubt, any Conduits).
"Finco" means Avis Finance Company Limited.
"Finco Compliance Certificate" means the compliance certificate substantially in the form set out in part 3 (Form of Finco Compliance Certificate) of schedule 7 to the Framework Agreement signed by Finco and delivered by Finco.
"Finco Guarantor Event of Default" means any of the following:
(a)
the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the shareholders' general meetings of or the board of directors of (as applicable) Spanish Opco or any

47



Italian Opco or French Opco and (2) the Spain Repayment Option (in respect of Spanish Opco) or the Italy Repayment Option (in respect of any Italian Opco) or the France Repayment Option (in respect of French Opco) is exercised within 30 days of such cessation, there shall not be any Finco Guarantor Event of Default;
(b)
the occurrence of an Avis Europe Change of Control, provided that, for the avoidance of doubt, if all outstanding Senior Advances as of the date of such occurrence (and all accrued but unpaid interest thereon) and all other amounts due to the Senior Noteholders and the other Issuer Secured Creditors (save for the Subordinated Lender) are repaid in full by the Issuer on or before such date, there shall not be a "Finco Guarantor Event of Default" under this paragraph (b);
(c)
the occurrence of a Parent Change of Control;
(d)
the occurrence and continuation of an "event of default" under the Credit Agreement or Replacement Credit Agreement that is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;
(e)
any Event of Default under paragraph (d) of the definition of "Event of Default" occurs where the Relevant Person is Finco, its successor or replacement; and
(f)
failure by Finco or its successor or replacement to comply with any of its payment obligations under the Finco Payment Guarantee.
"Finco Payment Guarantee" means the irrevocable guarantee and indemnity from Finco in favour of the FleetCo Security Agent (for and on behalf of itself and the other FleetCo Secured Creditors) in respect of: (i) the payment obligations of each Opco under the Transaction Documents to which such Opco is a party and (ii) the payment obligations of each FleetCo under the Transaction Documents to which such FleetCo is a party.
"Fitch" means Fitch Rating Ltd. or any successor to its European rating business.
"FleetCo" means each of Dutch FleetCo, French FleetCo and Italian FleetCo, as applicable and together, the "FleetCos".
"FleetCo Account Bank" means, as applicable, the Italian FleetCo Account Bank, the French FleetCo Account Bank, the Dutch FleetCo German Account Bank, the Dutch FleetCo Dutch Account Bank or the Dutch FleetCo Spanish Account Bank.
"FleetCo Account Bank Agreement" means, as applicable, the Spanish Account Bank Agreement, the Dutch Account Bank Agreement, the German Account Bank Agreement, the French Account Bank Agreement or the Italian Account Bank Agreement.
"FleetCo Account Bank Termination Event" means an Italian FleetCo Account Bank Termination Event, a French FleetCo Account Bank Termination Event, a Dutch FleetCo German Account Bank Termination Event, a Dutch FleetCo Spanish Account Bank Termination Event, a Dutch FleetCo Dutch Account Bank Termination Event or any of them.
"FleetCo Advance" means a FleetCo German Advance, a FleetCo Italian Advance, a FleetCo French Advance, a FleetCo Dutch Advance and a FleetCo Spanish Advance (or any of them).

48



"FleetCo Advance Drawdown Date" means the Original FleetCo Advance Drawdown Date or the Deemed FleetCo Advance Drawdown Date (as the case may be).
"FleetCo Advance Drawdown Notice" means a drawdown notice delivered by or on behalf of the relevant FleetCo to the Issuer or, in respect of French FleetCo, to the French Intermediary Bank, pursuant to which the relevant FleetCo irrevocably requests one or more funding of FleetCo Advances under the relevant FleetCo Facility Agreement and substantially in the form set out in the Framework Agreement.
"FleetCo Advance Interest Amount" has the meaning given to it in clause 4.1 (Payment of Interest) of the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo French Facility Agreement and the FleetCo Spanish Facility Agreement (as applicable).
"FleetCo Advance Interest Period" means, in respect of a FleetCo Advance:
(i)
the first (and, if applicable, only) period commencing from (and including) the FleetCo Advance Drawdown Date of such FleetCo Advance up to the earlier of (a) the relevant FleetCo Advance Repayment Date or (b) the date falling on (but excluding) the next Settlement Date; and
(ii)
any subsequent period commencing from (and including) such Settlement Date in paragraph (i)(b) above to (but excluding) the relevant FleetCo Advance Repayment Date.
"FleetCo Advance Repayment Date" means, in respect of a FleetCo Advance, the date of repayment of such advance.
"FleetCo Advances Proportion" means the FleetCo German Advances Proportion, the FleetCo Dutch Advances Proportion, the FleetCo French Advances Proportion, the FleetCo Italian Advances Proportion, the FleetCo Spanish Advances Proportion, the Dutch FleetCo Level German Advances Proportion, the Dutch FleetCo Level Dutch Advances Proportion and the Dutch FleetCo Level Spanish Advances Proportion, as applicable.
"FleetCo Available Funds" means an amount calculated on each FleetCo Determination Date in respect of each Country, the aggregate of, in each case without double counting:
(a)
the rental income received from the relevant Opco under the Master Lease Agreement(s) to which it is a party;
(b)    
(i)
(in respect of the Vehicle Fleet in Spain, Italy, France and The Netherlands) sale proceeds received from Vehicle Manufacturers and/or Vehicle Dealers (in the case of Programme Vehicles) as well as Vehicle Dealers and other third parties (in the case of Non-Programme Vehicles) in relation to the vehicles which Dutch FleetCo, Spanish Branch, Italian FleetCo, French FleetCo or Dutch FleetCo (as applicable) sells along with any non-return bonus paid to the relevant FleetCo and included in the purchase price consideration referred to in clause 30.1 of the Master Dutch Fleet Lease Agreement and each Italian Master Lease Agreement and clause 31.1 of the Spanish Master Lease Agreement and the French Master Lease Agreement; and

49



(ii)
(in respect of the Vehicle Fleet in Germany) sale proceeds received from Vehicle Manufacturers and/or Vehicle Dealers (in the case of Programme Vehicles) as well as Vehicle Dealers and other third parties (in the case of Non-Programme Vehicles) in relation to the vehicles which German Opco sells, excluding (x) the VAT Amount, (y) the Third Party Purchase Price VAT Amount and (z) the positive difference between amount of Vehicle Manufacturer Repurchase Price (excluding VAT) or the Third Party Purchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price or the Third Party Purchase Price (excluding VAT) is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement;
(c)
in relation to:
(i)
Dutch FleetCo, Spanish Branch receipts of VAT Receivables;
(ii)
Italian FleetCo, any amount of VAT received by it (or to which it is entitled under the Italian VAT Sharing Agreement) which is not used by Italian FleetCo to (A) repay a VAT Loan Advance pursuant to clause 8.1.2(i) of any Italian VAT Loan Agreement or (B) pay Avis Italian Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement; and
(iii)
French FleetCo receipts of VAT Receivables; and
(d)
other cash standing to the credit of (in respect of Germany) the Dutch FleetCo German Transaction Account, (in respect of Spain) the Dutch FleetCo Spanish Transaction Account, (in respect of The Netherlands) the Dutch FleetCo Dutch Transaction Account, (in respect of France) the French FleetCo Transaction Account and (in respect of Italy) the Italian FleetCo Transaction Account and the Italian Dedicated Financing Account, in each case, from time to time, excluding:
(i)
the proceeds of any FleetCo Advance made to the relevant FleetCo under the relevant FleetCo Facility Agreement;
(ii)
an amount equal to the Excluded Payments in any such bank account); and
(iii)
excluding the amounts in the provisioned items ledger of the relevant FleetCo in each Country,
provided that:
A.
prior to the occurrence of a Rapid Amortisation Event, funds standing to the credit of the relevant FleetCo Reserve Account would not form part of the FleetCo Available Funds; and
B.
the proceeds set out in (b)(i) above and the moneys standing to the credit of the Italian Dedicated Financing Account shall be used exclusively by Italian FleetCo (i) in or towards payment of interest and/or repayment of principal due in respect of the FleetCo Italian Facility Agreement in accordance with items (h) and (i) of the Italian FleetCo Pre-Enforcement Priority of Payments and items (g) and (h) of the Italian FleetCo Post-Enforcement Priority of Payments, and (ii) in respect of payments to be made or provided

50



for under item (e) of the Italian FleetCo Pre-Enforcement Priority of Payments and item (d) of the Italian FleetCo Post-Enforcement Priority of Payments in accordance with clause 6.1.5 of the FleetCo Italian Facility Agreement.
"FleetCo Back-up Cash Management Agreement" means the back-up cash management agreement between, among others, the FleetCos and each FleetCo Back-up Cash Manager.
"FleetCo Back-up Cash Management Services" has the meaning given to it in clause 2.4.1 of the FleetCo Back-up Cash Management Agreement.
"FleetCo Back-up Cash Manager" means the FleetCo Spanish Back-up Cash Manager, the FleetCo German Back-up Cash Manager, the FleetCo Dutch Back-up Cash Manager, the FleetCo French Back-up Cash Manager and the FleetCo Italian Back-up Cash Manager (as applicable).
"FleetCo Back-up Cash Manager Commencement Notice" means a commencement notice under the FleetCo Back-up Cash Management Agreement upon whose service the signing authority of the relevant FleetCo Back-up Cash Manager over the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts, the Dutch FleetCo German Bank Accounts, the Dutch FleetCo Dutch Bank Accounts and the French Bank Accounts (as applicable) shall become operative and upon receipt of which by the relevant FleetCo Back-up Cash Manager, such FleetCo Back-up Cash Manager shall become responsible for the services described in clause 2.4 (Scope of Services) of the FleetCo Back-up Cash Management Agreement.
"FleetCo Back-up Cash Manager Termination Event" means any of the termination events set out under clause 7.2 (Termination) of the FleetCo Back-up Cash Management Agreement.
"FleetCo Bank Accounts" means the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts, the French Bank Accounts, the Dutch FleetCo German Bank Accounts, the Dutch FleetCo Dutch Bank Accounts and the Dutch Bank Account.
"FleetCo Cash Management and Lease Report" means the cash management report and lease report in respect of each Country provided by the relevant Servicer to the Transaction Agent on each Reporting Date, substantially in the form set out in part 2 (Form of FleetCo Cash Management and Lease Report) of schedule 8 (Forms of Cash Management Reports) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent.
"FleetCo Compliance Certificate" means, in respect of a FleetCo, the compliance certificate substantially in the form set out in part 2 (Form of FleetCo Compliance Certificate) of schedule 7 (Forms of Compliance Certificates) to the Framework Agreement.
"FleetCo Deed of Charge" means:
(i)
the Spanish FleetCo Deed of Charge;
(ii)
the German FleetCo Deed of Charge;
(iii)
the Italian FleetCo Deed of Charge;
(iv)
the Dutch FleetCo Deed of Charge; or
(v)
the French FleetCo Deed of Charge (as applicable).

51



"FleetCo Determination Date" means the date falling 5 Business Days before a Settlement Date.
"FleetCo Dutch Advance" means each advance made by the Issuer to Dutch FleetCo under the FleetCo Dutch Facility Agreement.
"FleetCo Dutch Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(ii)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
(iv)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and
(v)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,
such ratio expressed as a percentage.
"FleetCo Dutch Back-up Cash Manager" means Deutsche Bank AG, London Branch and any successor or replacement thereof appointed under the FleetCo Back-up Cash Management Agreement.
"FleetCo Dutch Facility Agreement" means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which Dutch FleetCo will use to, among other things, purchase vehicles to comprise its Dutch fleet from manufacturers and dealers.
"FleetCo Dutch Secured Liabilities" means, in respect of Dutch FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo to the Dutch FleetCo Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any:
(i)    Dutch Transaction Dutch Document to which Dutch FleetCo is a party; and
(ii)
(subject to clause 2.1 (xxxiv) and (xxxvi) hereof) English Transaction Document to which Dutch FleetCo is a party,
(in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

52



"FleetCo Dutch Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
(subject to clause 2.1 (xxxvi) hereof) the Dutch FleetCo Share Pledge;
(ii)
the Dutch Receivables Pledge; and
(iii)
the Dutch FleetCo German VAT Pledge.
"FleetCo Enforcement Notice" means a notice delivered by the FleetCo Security Agent to the relevant FleetCo notifying the relevant FleetCo that it will enforce the security created under the FleetCo Security Documents and/or take any other kind of Enforcement Action.
"FleetCo Event of Default" means any event of default as set out in part 2 (FleetCo Events of Default) of schedule 4 (Events of Default) to the Framework Agreement.
"FleetCo Excess Cash Amount" means, in relation to a FleetCo in a Country, the amount equal to the amount standing to the credit of any account of any FleetCo, excluding:
(a)
in respect of Italian FleetCo in relation to the Maggiore Vehicles, the amount of all:
(i)
the VAT Loan Advances made to Italian FleetCo under the Maggiore Italian VAT Loan Agreement;
(ii)
the VAT payments received by Italian FleetCo from a sale or disposal of any Maggiore Vehicle and the VAT payments received by Italian FleetCo from the lease of any Maggiore Vehicle by Italian FleetCo to Maggiore Italian OpCo; and
(iii)
the Maggiore Italian VAT Refunds.
(b)
in respect of Italian FleetCo in relation to its vehicle fleet other than the Maggiore Vehicles, the amount of all:
(i)
the VAT Loan Advances made to Italian FleetCo under the Avis Italian VAT Loan Agreement; and
(ii)
the VAT payments received by Italian FleetCo from the sale or disposal of Vehicles by Italian FleetCo and the VAT payments received by Italian FleetCo from the lease of Vehicles by Italian FleetCo to Avis Italian Opco which Italian FleetCo is required to pay to Avis Italian Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement;
(c)
in respect of Dutch FleetCo in relation to its Vehicle Fleet in The Netherlands, the amount of all:
(i)
the VAT Loan Advances made to Dutch FleetCo;
(ii)
the VAT payments received by Dutch FleetCo from the sale or disposal of Vehicles by Dutch FleetCo and the VAT payments received by Dutch FleetCo from the lease of Vehicles by Dutch FleetCo to Dutch Opco; and
(iii)
the Dutch VAT Refunds;

53



(d)
in respect of Dutch FleetCo in relation to its Vehicle Fleet in Germany, the amounts received by Dutch FleetCo from the Vehicle Manufacturers and Vehicle Dealers representing:
(i)
the positive difference between amount of the Vehicle Manufacturer Repurchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement;
(ii)
the VAT Amount; and
(iii)
the Third Party Purchase Price VAT Amount;
(e)
the amounts standing to the credit of the VAT Component and Charge Costs Component Trust Account;
(f)
the amount standing to the credit of:
(i)
each FleetCo Reserve Account (if any) in such Country;
(ii)
(in respect of Dutch FleetCo in Germany), its provisioned items ledger and its Excluded Payments Ledger;
(iii)
(in respect of Dutch FleetCo in The Netherlands), its provisioned items ledger and its Excluded Payments Ledger;
(iv)
(in respect of Dutch FleetCo in Spain), its provisioned items ledger and its Excluded Payments Ledger;
(v)
(in respect of French FleetCo in France), its provisioned items ledger and its Excluded Payments Ledger; and
(vi)
(in respect of Italian FleetCo in Italy), its provisioned items ledger and its Excluded Payments Ledger.
"FleetCo Expected Maturity Date" means the Expected Maturity Date.
"FleetCo Facility Agreements" means each of the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo French Facility Agreement and the FleetCo Spanish Facility Agreement.
"FleetCo French Advance" means each advance made by the French Intermediary Bank to French FleetCo under the FleetCo French Facility Agreement.
"FleetCo French Advance Receivables" means each and any receivable of the French Intermediary Bank towards the French FleetCo (whether existing (créances née), future (créances futures) or conditional (créances conditionnelles) in respect of the FleetCo French Advance(s) drawn down, or to be drawn down, by the French FleetCo under the FleetCo French Facility Agreement, subject to, and in accordance with, the relevant terms of the FleetCo French Facility Agreement, including any and all interest accrued thereon.
"FleetCo French Advances Proportion" means, on any date on which such calculation is required, the ratio of:

54



(a)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;
(ii)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
(iv)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and
(v)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement,
such ratio expressed as a percentage.
"FleetCo French Back-up Cash Manager" means Deutsche Bank AG, London Branch or its replacement or successor as appointed under the FleetCo Back-up Cash Management Agreement.
"FleetCo French Facility Agreement" means a facility agreement between French FleetCo and the French Intermediary Bank, the proceeds of which French FleetCo will use to, among other things, purchase vehicles to comprise its French fleet.
"FleetCo French Facility Security" means the FleetCo French Related Security granted by French FleetCo in favour of the French Intermediary Bank as a security for the timely payment of any amount due under the FleetCo French Facility Agreement.
"FleetCo French Fee and Indemnity Receivables" means each and any receivable of the French Intermediary Bank towards the French FleetCo, whether existing (créances née), future (créances futures) or conditional (créances conditionnelles) which has arisen or will arise from the FleetCo French Facility Agreement and which does not characterise as a FleetCo French Advance Receivable. For the avoidance of doubt, any such receivable shall consist in particular of: (i) any taxes provided for in clause 7 (Tax Gross-up), clause 8 (Tax); (ii) any indemnities (including currency indemnities) provided for in clause 11 (Borrower's Indemnities) in each case of the FleetCo French Facility Agreement; and (iii) any indemnities, taxes, costs and increased payments provided for in clause 10 (Fees, Costs and Expenses) of the FleetCo French Facility Agreement.
"FleetCo French Loan Receivables" means together the FleetCo French Advance Receivables and the FleetCo French Fee and Indemnity Receivables.
"FleetCo French Related Security" means, in respect to the French Transaction Documents and English Transaction Documents to which the French FleetCo is a party, any security granted

55



or to be granted from time to time by the French FleetCo in favour of the French FleetCo Secured Creditors pursuant to the relevant terms of the FleetCo French Security Documents.
"FleetCo French Secured Liabilities" means, in respect of French FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by French FleetCo to the French FleetCo Secured Creditors on any current or other account or otherwise in any manner whatsoever, including under or in connection with any:
(i)    French Transaction Document to which French FleetCo is a party; and
(ii)    English Transaction Document to which French FleetCo is a party,
in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise.
"FleetCo French Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the French Vehicle Pledge Agreement;
(ii)
the French Third Party Holding Agreement;
(iii)
the French Receivables Security Assignment Agreement;
(iv)
the French Business Charge Agreement;
(v)
the French Bank Account Pledge Agreement;
(vi)
the French Share Pledge Agreement (French Opco); and
(vii)
the French Share Pledge Agreement (Golden Shareholder).
"FleetCo German Advance" means each advance made by the Issuer to Dutch FleetCo under the FleetCo German Facility Agreement.
"FleetCo German Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(ii)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

56



(iv)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and
(v)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,
such ratio expressed as a percentage.
"FleetCo German Back-up Cash Manager" means Deutsche Bank AG, London Branch and any successor or replacement thereof appointed under the FleetCo Back-up Cash Management Agreement.
"FleetCo German Facility Agreement" means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which Dutch FleetCo will use to, among other things, purchase vehicles to comprise its German fleet from German Opco.
"FleetCo German Secured Liabilities" means, in respect of Dutch FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo to the German FleetCo Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any:
(i)    German Transaction Document to which Dutch FleetCo is a party;
(ii)
(subject to clauses 2.1(xxxiv) and (xxxv) hereof) English Transaction Document to which Dutch FleetCo is a party; and
(iii)    Dutch Transaction Document to which Dutch FleetCo is a party,
(in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).
"FleetCo German Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the German Account Pledge Agreement;
(ii)
the German Receivables Assignment Agreement; and
(iii)
the German Security Transfer Agreement.
"FleetCo Holdings" means CarFin Finance Holdings DAC, incorporated in Ireland with registered number 463657 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland.
"FleetCo Holdings Corporate Services Provider" means Intertrust Finance Management (Ireland) Limited or any successor or replacement thereof appointed under the Issuer and FleetCo Holdings Corporate Services Agreement.
"FleetCo Individual Advance Proportion" means, on any date on which such calculation is required and in respect of a FleetCo Advance, the ratio of:
(a)
the total principal amount made available under such FleetCo Advance on its FleetCo Advance Drawdown Date; to

57



(b)
the aggregate of the principal amount made available under all outstanding FleetCo Advances that have the same FleetCo Advance Drawdown Date and the same FleetCo Advance Repayment Date as such FleetCo Advance,
such ratio expressed as a percentage.
"FleetCo Italian Advance" means each advance made by the Issuer to Italian FleetCo under the FleetCo Italian Facility Agreement.
"FleetCo Italian Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement;
(ii)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
(iv)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and
(v)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement,
such ratio expressed as a percentage.
"FleetCo Italian Back-up Cash Manager" means Deutsche Bank AG, London Branch or its replacement or successor as appointed under the FleetCo Back-up Cash Management Agreement.
"FleetCo Italian Facility Agreement" means a facility agreement between Italian FleetCo and the Issuer, the proceeds of which Italian FleetCo will use to, among other things, purchase vehicles to comprise its Italian fleet.
"FleetCo Italian Facility Agreement Purchase Option" means the option granted by the Issuer to Finco under clause 15.4 (Option) of the FleetCo Italian Facility Agreement.
"FleetCo Italian Secured Liabilities" means, in respect of Italian FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Italian FleetCo to the Italian FleetCo Secured Creditors on any current or other account or otherwise in any manner whatsoever, including under or in connection with any:
(i)    Italian Transaction Document to which Italian FleetCo is a party; and

58



(ii)    English Transaction Document to which Italian FleetCo is a party,
in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise. For the purposes of "FleetCo Italian Secured Liabilities", each of the Italian FleetCo Secured Creditors acknowledges that all present and future moneys, debts and liabilities due, owing or incurred by Italian FleetCo under or in connection with the FleetCo Italian Facility Agreement shall be limited to 95 per cent. of the total aggregate amount of the FleetCo Advances made available under the FleetCo Italian Facility Agreement.
"FleetCo Italian Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the Italian FleetCo Share Pledge; and
(ii)
the Italian FleetCo Security Deed.
"FleetCo Payment Date" means the Issuer Payment Date, save that if Senior Advances are to be repaid by the Issuer using proceeds received by the Issuer from FleetCo Advances, the FleetCo Payment Date in respect of such repayment of FleetCo Advances shall be one Business Day before the Issuer Payment Date, if such FleetCo Payment Date is not a Business Day in Spain, Germany, The Netherlands, France or Italy (as applicable to the relevant FleetCo Facility Agreement).
"FleetCo Post-Enforcement Priorities of Payments" means the Dutch FleetCo German Post-Enforcement Priority of Payments, the Dutch FleetCo Spanish Post-Enforcement Priority of Payments, the Dutch FleetCo Dutch Post-Enforcement Priorities of Payments, the French FleetCo Post-Enforcement Priority of Payments and the Italian FleetCo Post-Enforcement Priority of Payments.
"FleetCo Pre-Enforcement Priorities of Payments" means the Dutch FleetCo German Pre-Enforcement Priority of Payments, the Dutch FleetCo Dutch Pre-Enforcement Priority of Payments, the Dutch FleetCo Spanish Pre-Enforcement Priority of Payments, the French FleetCo Pre-Enforcement Priority of Payments and the Italian FleetCo Pre-Enforcement Priority of Payments (as applicable).
"FleetCo Priority of Payments" means the FleetCo Pre-Enforcement Priorities of Payments and the FleetCo Post-Enforcement Priorities of Payments.
"FleetCo Profit Margin" means, in respect of a FleetCo in each Country on a Lease Determination Date, [REDACTED] or such other amount in respect of such Lease Determination Date as may be agreed from time to time between (i) such FleetCo in such Country, (ii) its Related Opco as representing an arm's length profit for the activities undertaken by such FleetCo in such Country, and (iii) if such FleetCo Profit Margin exceeds [REDACTED], the Transaction Agent.
"FleetCo Repeating Representations" means, in respect of each FleetCo, the representations and warranties of such FleetCo set out in the Framework Agreement, save for the representations and the warranties in the following clauses in the Framework Agreement:
(i)
clause 3.3.3 (Independent Director);

59



(ii)
clause 3.3.4 (Centre of Main Interests and no establishment);
(iii)
clause 3.3.5 (Taxes);
(iv)
clause 3.3.6 (No Subsidiaries, Employees or Premises);
(v)
clauses 3.3.11(i)(a) and 3.3.11(iii)(a) (Financial Statements);
(vi)
clause 3.3.18 (Consents);
(vii)
clause 3.3.23 (Execution);
(viii)
clause 3.3.27(ii) (FleetCo Security);
(ix)
clause 3.3.28 (Compliance with Relevant Transaction Documents);
(x)
clause 3.3.31 (Filings);
(xi)
clause 3.3.32 (Consents);
(xii)
clause 3.3.34 (Taxes – Transaction Documents);
(xiii)
clause 3.3.39 (Compliance with Country Asset Value Test);
(xiv)
clause 3.3.40 (Negotiation Guidelines and Vehicle Purchasing Agreement);
(xv)
clauses 3.3.41(i) and (ii) (Spain specific representations and warranties);
(xvi)
clause 3.3.43(i) (The Netherlands specific representations and warranties).
"FleetCo Reserve Account" means, as applicable:
(i)
the Dutch FleetCo German Reserve Account (if any);
(ii)
the Dutch FleetCo Spanish Reserve Account (if any);
(iii)
the Dutch FleetCo Dutch Reserve Account (if any);
(iv)
the French FleetCo Reserve Account (if any); and
(v)
the Italian FleetCo Reserve Account (if any).
"FleetCo Secured Creditors" means:
(i)
the Spanish FleetCo Secured Creditors;
(ii)
the German FleetCo Secured Creditors;
(iii)
the Dutch FleetCo Secured Creditors;
(iv)
the French FleetCo Secured Creditors; and
(v)
the Italian FleetCo Secured Creditors.
"FleetCo Secured Liabilities" means:
(i)
the FleetCo Spanish Secured Liabilities;
(ii)
the FleetCo German Secured Liabilities;

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(iii)
the FleetCo Dutch Secured Liabilities;
(iv)
the FleetCo French Secured Liabilities; and
(v)
the FleetCo Italian Secured Liabilities.
"FleetCo Secured Property" means the assets from time to time subject, or expressed to be subject, to the FleetCo Security or any part of those assets.
"FleetCo Security" means all or any of the Security Interests created or expressed to be created from time to time constituted by or pursuant to, or evidenced by, the FleetCo Security Documents.
"FleetCo Security Agent" means Crédit Agricole Corporate and Investment Bank or the replacement or successor entity appointed as security agent and/or trustee on behalf of itself and the FleetCo Secured Creditors.
"FleetCo Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the FleetCo Dutch Security Documents;
(ii)
the FleetCo German Security Documents;
(iii)
the FleetCo French Security Documents;
(iv)
the FleetCo Italian Security Documents;
(v)
the FleetCo Spanish Security Documents;
(vi)
the Dutch FleetCo Dutch Security Documents
(vii)
each FleetCo Security Power of Attorney;
(viii)
each FleetCo Deed of Charge;
(ix)
the Lessor Power of Attorney; and
(x)
any other document designated by the FleetCo Security Agent as a FleetCo Security Document.
"FleetCo Security Powers of Attorney" means: (i) the power of attorney granted by Dutch FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the German FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the German FleetCo Deed of Charge; (ii) the power of attorney granted by Dutch FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the Dutch FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the Dutch FleetCo Deed of Charge; (iii) the power of attorney granted by Dutch FleetCo, Spanish Branch to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the Spanish FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the Spanish FleetCo Deed of Charge; (iv) the power of attorney granted by French FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the French FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to

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the French FleetCo Deed of Charge; and (v) the power of attorney granted by Italian FleetCo to the FleetCo Security Agent pursuant to clause 15 (Power of Attorney) of the Italian FleetCo Deed of Charge and substantially in the form set out in schedule 1 (Form of FleetCo Security Power of Attorney) to the Italian FleetCo Deed of Charge.
"FleetCo Servicers" means the Spanish Servicer, each of the Italian Servicers, the French Servicer and the Central Servicer.
"FleetCo Spanish Advance" means each advance made by the Issuer to Dutch FleetCo, Spanish Branch under the FleetCo Spanish Facility Agreement.
"FleetCo Spanish Advances Proportion" means, on any date on which such calculation is required, the ratio of:
(a)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
to
(b)
the sum of:
(i)
the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;
(ii)
the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;
(iii)
the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;
(iv)
the aggregate outstanding FleetCo French Advances under the FleetCo French Facility Agreement; and
(v)
the aggregate outstanding FleetCo Italian Advances under the FleetCo Italian Facility Agreement,
such ratio expressed as a percentage.
"FleetCo Spanish Back-up Cash Manager" means Deutsche Bank, London Branch and any replacement or successor thereof appointed under the FleetCo Back-up Cash Management Agreement.
"FleetCo Spanish Facility Agreement" means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which will be used, among other things, to purchase vehicles to comprise its Spanish fleet from manufacturers and dealers.
"FleetCo Spanish Secured Liabilities" means, in respect of Dutch FleetCo, Spanish Branch, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo, Spanish Branch to the Spanish FleetCo Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any:
(i)
Spanish Transaction Document to which Dutch FleetCo, Spanish Branch is a party; and

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(ii)    English Transaction Document to which Dutch FleetCo, Spanish Branch is a party,
in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise.
"FleetCo Spanish Security Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the Public Deed of Pledge over Vehicles;
(ii)
the Third Party Holding Agreement;
(iii)
the VAT receivables pledge in respect of Dutch FleetCo's activities in Spain;
(iv)
the pledge in respect of credit right under the Spanish Master Lease Agreement;
(v)
the pledge in respect of Spanish law governed receivables under the Vehicle Manufacturer Buy-Back Agreements and Vehicle Dealer Buy-Back Agreements to which Dutch FleetCo is a party;
(vi)
the pledge over the bank accounts of Dutch FleetCo in Spain; and
(vii)
the irrevocable power of attorney granted by Dutch FleetCo, Spanish Branch to the FleetCo Security Agent.
"FleetCo Total Borrowed Amount" means, in respect of a FleetCo on a Lease Determination Date, the aggregate principal amount outstanding on the last day of the Related Month under the relevant FleetCo Facility Agreement.
"FleetCo Transaction Documents" means, in respect of a FleetCo, the following documents to which such FleetCo is a party (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the Funds Flow Agreement;
(ii)
the Framework Agreement;
(iii)
the Master Definitions Agreement;
(iv)
the Tax Deed of Covenant;
(v)
the FleetCo Spanish Facility Agreement (in respect of Dutch FleetCo);
(vi)
the FleetCo German Facility Agreement (in respect of Dutch FleetCo);
(vii)
the FleetCo Dutch Facility Agreement (in respect of Dutch FleetCo);
(viii)
the FleetCo French Facility Agreement (in respect of French FleetCo);
(ix)
the FleetCo Italian Facility Agreement (in respect of Italian FleetCo);
(x)
the FleetCo Back-up Cash Management Agreement;
(xi)
the Liquidation Agency Agreement;
(xii)
the Central Servicing Agreement;

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(xiii)
the Parent Performance Guarantee;
(xiv)
the Finco Payment Guarantee;
(xv)
the Operating Documents;
(xvi)
the FleetCo Security Documents;
(xvii)
the Dutch FleetCo Management Documents;
(xviii)
the Spain TRO Power of Attorney; and
(xix)
all documents approved by the FleetCo Security Agent and the Transaction Agent and entered into by such FleetCo related to or in connection with the documents above.
"Fleet Payables Amount" means, in relation to any Country, an amount equal to the aggregate amount of any amounts due by the relevant FleetCo in such Country to Vehicle Manufacturers and/or Vehicle Dealers (excluding any amount in respect of VAT related thereto) and remaining outstanding at the relevant Calculation Date or (as applicable) each Intra-Month Cut-Off Date.
"Fleet Plan" means, in respect of each Country, the projected Vehicle Fleet purchase and Borrower Vehicle Fleet NBV in the immediately following financial year of the relevant FleetCo.
"Fleet Report" means the data report (in Computer Readable Form) provided on a Vehicle-by-Vehicle basis, containing data relating to the FleetCo's various Vehicles in the form as set out in part A and part B of schedule 9 (Form of Fleet Report) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent.
"Floating Charge" means:
(i)
the floating charge created by clause 3.4 (Floating Charge) of the Issuer Deed of Charge and clause 3.4 (Floating Charge) of the Supplemental Issuer Deed of Charge;
(ii)
the floating charge created by clause 3.3 (Floating Charge) of the Spanish FleetCo Deed of Charge;
(iii)
the floating charge created by clause 3.3 (Floating Charge) of the German FleetCo Deed of Charge;
(iv)
the floating charge created by clause 3.3 (Floating Charge) of the Dutch FleetCo Deed of Charge;
(v)
the floating charge created by clause 3.3 (Floating Charge) of the French FleetCo Deed of Charge; and
(vi)
the floating charge created by clause 3.3 (Floating Charge) of the Italian FleetCo Deed of Charge.
"Force Majeure Event" means an event beyond the reasonable control of the person affected including strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, computer software, hardware or system failure, fire, flood and/or storm and other circumstances affecting the supply of goods or services.

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"Framework Agreement" means the agreement setting out the common terms applicable to the transaction dated 5 March 2013 as amended, restated, modified, supplemented or waived from time to time and entered into by, among others, the FleetCos, the Issuer, the FleetCo Security Agent, the Issuer Security Trustee and the Transaction Agent.
"France Repayment Option" means, in respect of a TRO Default, the Country Repayment Option applicable to Finco, as more particularly set out in clause 6 (Country Repayment Option) of the Framework Agreement.
"French Accession Date" means 21 May 2014.
"French Account Bank Agreement" means the agreement to appoint the French FleetCo Account Bank.
"French Account Mandate" has the meaning given to it in clause 4.1.1 of the French Account Bank Agreement.
"French Bank Account Pledge Agreement" means the French law bank account pledge agreement (nantissement de comptes bancaires) between French FleetCo as pledger and the French FleetCo Secured Creditors as pledgees.
"French Bank Accounts" means:
(i)
the French FleetCo Transaction Account;
(ii)
the French FleetCo Reserve Account (if any); and
(iii)
any Additional Accounts opened and maintained in accordance with the French Account Bank Agreement.
"French Business Charge Agreement" means the business charge (nantissement de fonds de commerce) between French FleetCo as chargor and the French FleetCo Secured Creditors as beneficiaries.
"French FleetCo" means AB FleetCo which, among other things, holds title to or holds possession of the Vehicle Fleet in France.
"French FleetCo Account Bank" means the entity appointed as account bank under the French Account Bank Agreement.
"French FleetCo Account Bank Operator" means Deutsche Bank AG, London Branch.
"French FleetCo Deed of Charge" means the English law deed of charge pursuant to which, among other things, French FleetCo assigns, pledges and otherwise creates security over all its rights and interests in and to each of the English Transaction Documents to which it is a party in favour of the FleetCo Security Agent.
"French FleetCo Post-Enforcement Priority of Payments" means the priority of payments in part E (French FleetCo Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.

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"French FleetCo Pre-Enforcement Priority of Payments" means the priority of payments in part E (French FleetCo Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"French FleetCo Reserve Account" means the reserve account in France in the name of French FleetCo and which may, from time to time, be opened and maintained with the French FleetCo Account Bank.
"French FleetCo Secured Creditors" means (i) the French Intermediary Bank and, upon assignment of the FleetCo French Advances to the FCT pursuant to clause 14.3 of the FleetCo French Facility Agreement, the FCT and (ii) the French FleetCo Account Bank, the French FleetCo Account Bank Operator, the FleetCo French Back-up Cash Manager, the French Servicer, the Central Servicer and the FleetCo Security Agent (including any Receiver or Appointee thereof).
"French FleetCo Secured Property" means the assets from time to time secured by the FleetCo French Security Documents.
"French FleetCo Share Pledge" means the pledge of all the shares in French FleetCo.
"French FleetCo Transaction Account" means the bank account in France in the name of French FleetCo with account number 10511633000.
"French GAAP" means the accounting principles established pursuant to the French Code de commerce and the Plan Comptable Général, both as amended and supplemented from time to time.
"French Intermediary Bank" means Crédit Agricole Corporate and Investment Bank.
"French Master Lease Agreement" means, the master lease agreement dated on or about the date hereof entered into by, amongst others, French FleetCo and French Opco.
"French Opco" means Avis Location de Voitures SAS.
"French Opco Event of Default" means an Event of Default in respect of French Opco as the Relevant Person.
"French Receivables Security Assignment Agreement" means the French receivables security assignment agreement (cession de créances professionnelles "Dailly" à titre de garantie) between French FleetCo as assignor and the French Intermediary Bank and the FCT as assignees.
"French Servicer" means French Opco which is to provide transaction management services to French FleetCo.
"French Servicing Agreement" means the servicing and cash management agreement between, among others, French FleetCo and French Opco in respect of French FleetCo's operations in France.
"French Share Pledge Agreement (French Opco)" means the French share pledge agreement (nantissement de comptes-titres) pursuant to which French Opco grants security over its shares in French FleetCo in favour of the French FleetCo Secured Creditors.

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"French Share Pledge Agreement (Golden Shareholder)" means the French share pledge agreement (nantissement de comptes-titres) pursuant to which the Golden Shareholder grants security over its shares in French FleetCo in favour of the French FleetCo Secured Creditors.
"French Third Party Holder" means French Opco in its capacity as third party holder under the French Third Party Holding Agreement.
"French Third Party Holding Agreement" means the French third party holding agreement (convention d'entiercement) pursuant to which French Opco will act as third party holder of French FleetCo's pledged Vehicles on behalf of the French FleetCo Secured Creditors.
"French Transaction Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the FleetCo French Facility Agreement;
(ii)
the French Account Bank Agreement;
(iii)
the French Account Mandate;
(iv)
the French Master Lease Agreement;
(v)
the French Servicing Agreement;
(vi)
the FleetCo French Security Documents;
(vii)
the FCT Transaction Documents;
(viii)
the Golden Share Put and Call Option Agreement; and
(ix)
any other Transaction Documents expressed to be governed by French law and designated as a "French Transaction Document" by the Transaction Agent and French FleetCo.
"French Vehicle Documents" means, in respect of Vehicles in France, the keys and spare keys to the Vehicles, the property certificate and the registration and technical documents regarding the Vehicles.
"French Vehicle Pledge Agreement" means the French vehicle pledge agreement (gage avec dépossession sur véhicules automobiles) between French FleetCo as pledger and the French FleetCo Secured Creditors as pledgees.
"FSMA" means Financial Services and Markets Act 2000.
"Funds Flow Agreement" means the funds flow agreement dated 20 March 2013 between, among others, the Issuer, the Issuer Cash Manager and the FleetCos in respect of the cash flow on or about the Initial Funding Date.
"Further Senior Notes" has the meaning given to it in clause 4.1 (Issue of Further Senior Notes) of the Issuer Note Issuance Facility Agreement.

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"GAAP" means:
(i)
in relation to any Opco (other than German Opco), Finco, Avis Europe or the Issuer, generally accepted accounting principles, standards and practices in the jurisdiction of incorporation of that entity;
(ii)
in relation to Italian FleetCo, Italian GAAP;
(iii)
in relation to Dutch FleetCo, Spanish Branch, Spanish GAAP;
(iv)
in relation to Dutch FleetCo's Vehicle Fleet in Germany, German GAAP;
(v)
in relation to Dutch FleetCo's Vehicle Fleet in The Netherlands, Dutch GAAP;
(vi)
in relation to French FleetCo, French GAAP; and
(vii)
in relation to German Opco, German GAAP.
"German Account Bank Agreement" means the agreement pursuant to which Dutch FleetCo appoints the Dutch FleetCo German Account Bank.
"German Account Mandate" has the meaning given to it in clause 4.1.1 of the German Account Bank Agreement.
"German Account Pledge Agreement" means the German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security Agent in respect of the German law pledge (Pfandrecht) in respect of the Dutch FleetCo German Bank Accounts.
"German Base Rent" means, in relation to all Vehicles which are leased to a Lessee under the Master German Fleet Lease Agreement on any day during the Related Month or, as the case may be, Related Months where such Related Months occur prior to a Lease Payment Date following the Lease Determination Date in respect of any Lease Payment Date, the sum of the Depreciation Charges that have accrued with respect to each such Vehicle during the Related Month or, as the case may be, Related Months, as determined in accordance with the terms of such Master German Fleet Lease Agreement.
"German Custodian" means DAD Deutscher Auto Dienst GmBH.
"German Custody Agreement" means the German law governed custody agreement in respect of the custody of the German Vehicle Certificates and evidence in relation to the Vehicle Fleet in Germany of Dutch FleetCo and entered into between German Opco, Dutch FleetCo, the FleetCo Security Agent and the German Custodian.
"German FleetCo Deed of Charge" means the English law deed of charge pursuant to which, among other things, Dutch FleetCo assigns, pledges and otherwise creates security over all its rights and interests in and to each of the English Transaction Documents to which it is a party in favour of the FleetCo Security Agent.
"German FleetCo Secured Creditors" means the Dutch FleetCo German Account Bank, the Dutch FleetCo German Account Bank Operator, the FleetCo German Back-up Cash Manager, and, with respect to obligations incurred by Dutch FleetCo acting with respect to its Vehicle Fleet

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purchased from German Opco, the Central Servicer, the Liquidation Agent, the FleetCo Security Agent (including any Receiver or Appointee thereof) and the Issuer.
"German GAAP" means the accounting principles established pursuant to the German Commercial Code (Handelsgesetzbuch).
"German Opco" means Avis Budget Autovermietung GmbH & Co. KG.
"German Opco Event of Default" means an Event of Default in respect of German Opco as the Relevant Person.
"German Opco Existing Fleet Vehicle" means each Eligible Vehicle (i) in respect of which German Opco has paid the Initial Purchase Price in full to the relevant Vehicle Manufacturer or Vehicle Dealer prior to the date of the Master German Fleet Purchase Agreement and (ii) which German Opco owns prior to the date of the Master German Fleet Purchase Agreement.
"German Parallel Debt" has the meaning given to it in clause 16 (Parallel Debt) of the Framework Agreement.
"German Receivables Assignment Agreement" means the German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security Agent in respect of the security assignment (Sicherungsabtretung) in respect of German law governed receivables.
"German Security Transfer Agreement" means the German law governed agreement between, among others, Dutch FleetCo and the FleetCo Security Agent in respect of the transfer of title for security purposes (Sicherungsübereignung) of the German Vehicle Fleet.
"German Transaction Documents" means (taking account of the fact that certain documents will only be entered into and/or be effective after the date hereof):
(i)
the FleetCo German Security Documents;
(ii)
the German Custody Agreement;
(iii)
the German Trust Agreement;
(iv)
the German Account Bank Agreement;
(v)
the Master German Fleet Purchase Agreement (to the extent governed by German law); and
(vi)
any other Transaction Document approved by the FleetCo Security Agent and the Transaction Agent and expressed to be governed by German law.
"German Trust Agreement" means the German law governed agreement between, among others, German Opco and Dutch FleetCo, in respect of the VAT Component and the Charge Costs Component in respect of Vehicles purchased in Germany and VAT Component and Charge Costs Component Account.
"German Vehicle Certificates" means, in respect of Vehicles in Germany in relation to which an Individual Purchase and Lease Agreement has been concluded, the registration documents

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regarding such vehicles (Zulassungsbescheinigungen Teil II (formerly known as Fahrzeugbriefe)) and certificates of conformity (EU-Konformitätserklärungen).
"German Vehicle Documents" means, in respect of Vehicles in Germany, the keys and spare keys to the Vehicles, the German Vehicle Certificates and the certificates of conformity (EU-Konformitätserklärungen).
"Golden Share Funding Agreement Purchase Option" means the call option granted by FleetCo Holdings to French Opco under clause 3 (Call Option) or the put option granted by French Opco to the FleetCo Holdings under clause 4 (Put Option) as appropriate of the Golden Share Put and Call Option Agreement.
"Golden Share Put and Call Option Agreement" means the put and call option agreement entered into between FleetCo Holdings and French Opco.
"Golden Shareholder" means FleetCo Holdings.
"Golden Shareholder Letter of Undertakings" means the undertakings letter in relation to French FleetCo entered into by the Golden Shareholder.
"Governmental Authority" means any entity, governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal or agency, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
"Immediately Following Settlement Date" means, in respect of any day, the next Settlement Date falling after such day.
"Imperative Principles" means those principles indicated as being "Imperative" in, as applicable, schedule 2 to each Italian Servicing Agreement, schedule 6 to the French Master Lease Agreement and schedule 2 to the Spanish Servicing Agreement.
"Increased Cost" means, without double counting:
(a)
a reduction in the rate of return from the Issuer Note Issuance Facility Agreement or on a Senior Noteholder's (or an Affiliate's) overall capital or from the VFN Funding Agreement or on an FCT Noteholder's (or an Affiliates) overall capital (as applicable);
(b)
an additional or increased cost; or
(c)
a reduction of any amount due and payable under any Issuer Transaction Document or any FCT Transaction Document (as applicable),
which is incurred or suffered by a Senior Noteholder or FCT Noteholder (as applicable) or any of their Affiliates to the extent that it is attributable to that Senior Noteholder or FCT Noteholder (as applicable) having entered into the relevant Senior Noteholder Fee Letter or pursuant to the VFN Funding Agreement or funding or performing its obligations under any Issuer Transaction Document or FCT Transaction Document (as applicable).

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"Independent Director" means a duly appointed member of the board of directors of the Issuer who has not been, at the time of such appointment, or at any time in the preceding five years prior to such appointment (i) a direct or indirect legal or beneficial owner of the shares of the Issuer or any member of the Avis Group (ii) a director or employee of any member of the Avis Group (other than FleetCos) or the creditors of the Issuer (other than the Corporate Services Providers).
"Individual Purchase and Lease Agreement" has the meaning given to such term in relation to the Vehicle Fleet in Germany under clause 3.4 of the Master German Fleet Purchase Agreement or in relation to the Vehicle Fleet in The Netherlands under clause 3.4 of the Master Dutch Fleet Purchase Agreement (as applicable).
"Individual Repurchase and Lease Termination Agreement" has the meaning given to such term in relation to the Vehicle Fleet in Germany under clause 5.6 of the Master German Fleet Purchase Agreement.
"Information Date" means the date falling 4 Business Days before a Settlement Date.
"INIFA" or "Issuer Note Issuance Facility Agreement" means the Issuer Note Issuance Facility Agreement to be entered into between, among others, the Issuer, the Issuer Security Trustee and the Senior Noteholders pursuant to which the Senior Noteholders makes advances to the Issuer.
"Initial Commitment" means, in relation to an Initial Senior Noteholder, the amount set out in the relevant Senior Noteholder Fee Letter.
"Initial Conduit Senior Noteholder" means any Conduit Senior Noteholder which is a party to the Issuer Note Issuance Facility Agreement and which is a Senior Noteholder on the Initial Funding Date.
"Initial Funding Date" means 20 March 2013.
"Initial Dutch Funding Date" means the date of the first FleetCo Advance under the FleetCo Dutch Facility Agreement.
"Initial French Funding Date" means the date of the first FleetCo Advance under the FleetCo French Facility Agreement.
"Initial VFN Funding Date" means the date of the first VFN Advance under the VFN Funding Agreement.
"Initial Maggiore Funding Date" means the date of the first FleetCo Advance under the FleetCo Italian Facility Agreement with respect to the purchase of any Maggiore Vehicles.
"Initial Principal Amount" means, in respect of a Senior Note, the initial principal amount attributable to such Senior Note upon issue and which is to be set out in the Register and, in respect of a Variable Funding Note, the initial principal amount attributable to such Variable Funding Note upon issue which is to be set out in the FCT Register.
"Initial Purchase Price" means, in relation to a Vehicle in Germany, the purchase price or other consideration payable by German Opco to the Vehicle Manufacturer or Vehicle Dealer for the purchase by German Opco of such Vehicle or, in relation to The Netherlands, the purchase price

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or other consideration payable by Dutch Opco to the Vehicle Manufacturer or Vehicle Dealer for the purchase by Dutch Opco of such Vehicle, as provided in the relevant Vehicle Manufacturer Agreement and Vehicle Dealer Agreement, excluding VAT and Charge Costs, and the "Initial Purchase Price" shall, for the avoidance of doubt, be equal to its Capitalised Cost.
"Initial Senior Noteholders" means the Senior Noteholders who are parties to the Issuer Note Issuance Facility Agreement dated the Signing Date.
"In-Service Date" means (i) in relation to a Programme Vehicle, the date on which depreciation commences with regard to such Vehicle in accordance with the terms of the relevant Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement and (ii) in relation to a Non-Programme Vehicle, the date on which such Vehicle is first available to be placed in service under the terms of the relevant Master Lease Agreement.
Insolvency Act” means the Insolvency Act 1986.
"Insolvency Event" means any the following events occurring in respect of a Relevant Person:
(a)
such Relevant Person is Insolvent; or
(b)
such Relevant Person is subject to Insolvency Proceedings.
"Insolvency Official" means, in relation to a Relevant Person, a liquidator, provisional liquidator, administrator, examiner, administrative receiver, receiver or manager, compulsory or interim manager, nominee, supervisor, trustee, conservator, guardian or other similar officer (including (i) under German law, any Insolvenzverwalter, vorläufigen Insolvenzverwalter, Sachwalter or vorläufigen Sachwalter (ii) under Italian law, any curatore fallimentare, commissario straordinario, commissario giudiziale, liquidatore giudiziale or commissario liquidatore, (iii) under Spanish law, any administrador concursal, auxiliar delegado, administrador judicial or liquidador), under French law, any mandataire ad hoc, conciliateur, mandataire judiciaire, administrateur judiciaire, or mandataire liquidateur and (iv) under Dutch law, any curator or bewindvoerder).
"Insolvency Proceedings" means the following events in respect of a Relevant Person:
(a)
(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts) of such Relevant Person; or
(b)
any corporate action, legal proceedings or other procedure or steps is taken in relation to:
(i)
(x) (in respect of Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) bankruptcy, insolvency or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), arrangement, adjustment, winding-up, liquidation, dissolution, suspension of payments, moratorium of any indebtedness, emergency regulations, composition, compromise, legal de-merger, declaration or other relief with respect to it or its debts, and (y) (in respect of any other person)

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emergency regulations, composition, compromise, legal de-merger, declaration or other relief with respect to it or its debts, in each case, under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts;
(ii)
(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) a composition, compromise, assignment or arrangement with any creditor of such Relevant Person, in each case under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts;
(iii)
(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) any expropriation, attachment, sequestration, distress or execution affecting any asset or assets of such Relevant Person; or
(iv)
(if such Relevant Person is Dutch FleetCo, Italian FleetCo, French FleetCo or the Issuer) enforcement of any security over any assets of such Relevant Person; or
(c)
such Relevant Person resolves, or a meeting of such Relevant Person is convened for the purpose of considering any resolution, and (in respect of the Opcos and Finco only) such resolution is passed, for (or to petition or otherwise make application for) its winding-up, its examinership, its judicial administration, a moratorium of any of its indebtedness or to otherwise dissolve itself, or gives notice of its intention to do so or is otherwise wound up or dissolved; or
(d)
any entity or person presents an application or petition (or the equivalent in any relevant jurisdiction) to a court for the winding-up, examinership (if applicable) or for the judicial administration or for the bankruptcy of such Relevant Person or a moratorium of any of its indebtedness or for any other relief under the relevant bankruptcy or insolvency law and this application or petition is not withdrawn by the applicant or otherwise set aside or rejected by the court or otherwise stayed (e.g. by way of deposits with a court or debt rescheduling or restructuring arrangements) within 10 (ten) days if the Relevant Person is Italian FleetCo, French FleetCo, Dutch FleetCo or the Issuer or, in respect of other Relevant Persons, within 60 (sixty) days; or
(e)
such Relevant Person takes any steps to obtain protection (including a moratorium) or is granted protection (including a moratorium) from its creditors in general under any law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts; or
(f)
an order is made for such Relevant Person to be wound up, liquidated, put into provisional liquidation, put into administration, examinership (if applicable) or dissolved (following a proceeding under applicable bankruptcy laws) or for a moratorium of any of such Relevant Person's indebtedness or for any procedure which is analogous or has a similar effect to such an order; or

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(g)
any Insolvency Official is appointed (whether or not under a court order) in respect of such Relevant Person (or any substantial part of the assets of such person, if applicable) or the directors of such Relevant Person request such appointment or any application has been made or remains current for the appointment of the foregoing; or
(h)
any other insolvency proceedings are commenced against such Relevant Person, namely (as appropriate):
(i)
in respect of any entity who is resident in Germany or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Germany:
(A)
the competent insolvency court (Insolvenzgericht) orders:
(1)
interim measures of protection in accordance with Section 21 Para. 1 Sentence 1 and Para. 2 of the German Insolvency Code (Insolvenzordnung; in particular appoints a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) in accordance with Section 21 Para. 1 Nos. 1 and 2 and Section 22 of the German Insolvency Code); or
(2)
the opening of main insolvency proceedings pursuant to Section 27 of the German Insolvency Code (Eröffnungsbeschluss); or
(3)
the dismissal of the petition to open insolvency proceedings due to the insufficient estate pursuant to Section 26 of the German Insolvency Code (Abweisung des Antrages auf Eröffnung des Insolvenzverfahrens mangels Masse); or
(B)
a petition for the opening of insolvency proceedings (Insolvenztrag) is filed and this petition is not withdrawn by the petitioner or otherwise set aside or rejected by the court or otherwise stayed (e.g. by way of deposits with a court, or debt rescheduling or restructuring arrangements) within 60 (sixty) days; or
(ii)
in respect of any entity who is resident in Italy or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Italy, "fallimento", "concordato preventivo", "liquidazione coatta amministrativa" as set out under the Italian Bankruptcy Act, "accordo di ristrutturazione dei debiti" under article 182-bis of the Italian Bankruptcy Act, "piano di risanamento attestato" under article 67, paragraph 3, letter d) of the Italian Bankruptcy Act, "amministrazione straordinaria delle grandi imprese in stato di insolvenza" as set out under either Legislative Decree 8 July 1999, No. 270 or Law Decree 23 December 2003, No. 347 as converted, with amendments, into Law 18 February 2004, No. 39; or
(iii)
in respect of any entity who is resident in Spain or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation)

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in Spain, "concurso voluntario" or "concurso necesario", as set out under Law 22/2003, of 9 July;
(iv)
in respect of any entity who is resident in The Netherlands or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in The Netherlands, "ontbinding" or the competent insolvency court orders "faillissement", "surseance van betaling" or "noodregeling"; or
(v)
in respect of any entity who is resident in France or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in France, "mandat ad hoc", "procédure de conciliation", "procédure de sauvegarde", "procédure de redressement judiciaire", "procédure de liquidation judiciaire" as set out under "LIVRE VI" of the French Code de commerce.
(i)
there occurs, in relation to such Relevant Person, in any jurisdiction to which it or any of its assets are subject, any event which has an effect equivalent or substantially similar to any of those mentioned in paragraphs (a) to (h) (inclusive) above, or any furtherance of, or acquiescence in, any of the acts above by such Relevant Person.
"Insolvent" means any of the following events occurring in respect of any entity:
(a)
such Relevant Person is or is deemed or declared for the purposes of any law to be unable to pay its debts as they fall due or to be insolvent, including, without limitation:
(i)
in respect of any person who is resident in Germany or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Germany, the legal representative of such person is required to file for the opening of insolvency proceedings pursuant to Section 15a of the German Insolvency Code (Insolvenzordnung);
(ii)
in respect of any entity who is resident in Italy or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Italy, any entity who is in "stato di insolvenza" for the purpose of article 5 of Royal Decree 16 March 1942, n. 267 (the "Italian Bankruptcy Act"), article 3 of Legislative Decree 8 July 1999, No. 270 or article 4 of Law Decree 23 December 2003, No. 347 as converted, with amendments, into Law 18 February 2004, No. 39, or in "stato di crisi" for the purpose of article 160 of the Italian Bankruptcy Act;
(iii)
in respect of any entity who is resident in France or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in France, such person is in a position of suspension of payments (cessation des paiements) within the meaning of L.631-1 of the French Code de commerce;
(iv)
in respect of any entity who is resident in Spain or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Spain, such person is unable to regularly satisfy its obligations as they fall due within the meaning of Article 2.2 of Law 22/2003, of 9 July; or

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(v)
in respect of any entity who is resident in The Netherlands or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in The Netherlands:
(A)
such person is unable to satisfy its obligations as they fall due within the meaning of Article 1 of the Dutch Insolvency Act (Faillissementswet);
(B)
such person expects to be unable to satisfy its obligations as they fall due within the meaning of Article 214 of the Dutch Insolvency Act (Faillissementswet); or
(C)
the interests of the joint creditors of such person require a special provision (bijzondere voorziening) within the meaning of paragraph 2 of Article 3:160 of the Dutch Financial Supervision Act (Wet op het financieel toezicht);
(b)
such Relevant Person admits in writing its inability to pay its debts as they fall due or otherwise states it is insolvent;
(c)
such Relevant Person suspends payment of its debts to creditors generally or announces its intention to do so;
(d)
in respect of the Issuer or any other Relevant Person incorporated in Ireland or which has its Centre of Main Interest in Ireland, such Relevant Person is unable to pay its debts within the meaning of Sections 509 (3) or 570 of the Companies Act 2014 of Ireland or otherwise is declared for the purposes of any law to be unable to pay its debts as they fall due or insolvent or such person admits its inability to pay its debts as they fall due; or
(e)
in respect of Finco, Avis Europe or any other Relevant Person incorporated in England or Wales or which has its Centre of Main Interest in the United Kingdom, such Relevant Person is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act or otherwise is deemed or declared for the purposes of any law to be, unable to pay its debts as they fall due or insolvent or such person admits its inability to pay its debts as they fall due.
"Insurance Policies" has the meaning given to it in clause 23.5.1(b) of the Spanish Master Lease Agreement, clause 22.5.1(b) of each Italian Master Lease Agreement, clause 22.5 of the Master Dutch Fleet Lease Agreement, clause 23.5 of the French Master Lease Agreement and clause 20.4.1(b) of the Master German Fleet Lease Agreement (as applicable).
"Intellectual Property Rights" means any patent, trade mark, service mark, registered design, trade name or copyright or any licence to use any of the same.
"Interest Determination Date" means the date falling 2 TARGET Days prior to the relevant Settlement Date.
"Interest Period" means the FleetCo Advance Interest Period, the VFN Advance Interest Period or the Senior Advance Interest Period, as applicable.

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"Interest Rate" means, in respect of a Senior Advance, the per annum rate of interest expressed as a percentage for such Senior Advance for the relevant Interest Period equal to the aggregate of:
(a)
Mandatory Cost, if any; and
(b)
the aggregate of:
(i)
the Senior Advance Margin; and
(ii)
the Subscriber's Cost of Funds.
"Interim Fleet Financing Facility Agreement" or "IFF" means the €350,000,000 senior facility agreement dated 20 October 2011 (as amended and restated on 5 December 2011 and as further amended from time to time) between, among others, the Parent, the Company, the Original Borrowers, the Original Guarantors, the Senior Agent and the Security Agent (each as named and defined therein).
"Intra-Month Central Servicer Report" means the intra-month report substantially in the form set out in the Framework Agreement to be delivered by the Central Servicer to, among others, the Transaction Agent pursuant to clause 15 (Provision of Information and Reports) of the Framework Agreement and, if amended, amended with the prior consent of the Transaction Agent and the Central Servicer and in form and substance satisfactory to the Transaction Agent.
"Intra-Month Cut-Off Date" means, in respect of a proposed Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 2 Business Days before the Intra-Month Reporting Date relevant to such Senior Advance Drawdown Date or such Original FleetCo Advance Drawdown Date (as the case may be).
"Intra-Month Information Date" means, in respect of a proposed Senior Advance Drawdown Date that does not fall on a Settlement Date, the date falling 3 Business Days before such proposed Senior Advance Drawdown Date.
"Intra-Month Interest Determination Date" means, in respect of a proposed Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 2 Business Days prior to such proposed Senior Advance Drawdown Date.
"Intra-Month Reporting Date" means, in respect of a proposed Senior Advance Drawdown Date or an Original FleetCo Advance Drawdown Date that does not fall on a Settlement Date, the date falling 4 Business Days before such proposed Senior Advance Drawdown Date.
"Investment Grade Non-Programme Vehicles" means Non-Programme Vehicles purchased by the relevant FleetCo for each Country from Investment Grade Vehicle Manufacturers or, in the case of Germany and the Netherlands, by the relevant Opco from Investment Grade Vehicle Manufacturers and sold to Dutch FleetCo, provided that:
(i)
Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Investment Grade Non-Programme Vehicles"; and

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(ii)
any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country.
"Investment Grade Programme Vehicles" means Programme Vehicles purchased by the relevant FleetCo for each Country from Investment Grade Vehicle Manufacturers or Vehicle Dealers or, in the case of Germany and the Netherlands, by the relevant Opco from Investment Grade Vehicle Manufacturers or Vehicle Dealers and sold to Dutch FleetCo, provided that:
(i)
Vehicles whose Borrower Vehicle Fleet NBV exceed the Borrower Vehicle Fleet NBV of all Eligible Vehicles that comply with the Concentration Limits shall not be Vehicles for the purposes of "Investment Grade Programme Vehicles";
(ii)
any such excess in Borrower Vehicle Fleet NBV is or has been allocated on a pro rata basis to the Borrower Vehicle Fleet NBV of Programme Vehicles and the Borrower Vehicle Fleet NBV of Non-Programme Vehicles in each Country; and
(iii)
where the Programme Vehicle is purchased from a Vehicle Dealer, such Programme Vehicle is subject to a Vehicle Manufacturer Guarantee from an Investment Grade Vehicle Manufacturer.
"Investment Grade Vehicle Manufacturer" means any Vehicle Manufacturer which is a member of a Vehicle Manufacturer Group, the Vehicle Manufacturer Group Rating Entity of which is rated:
(i)
if the related Vehicle Manufacturer Group Rating Entity has a Relevant DBRS Rating, at least "BBB(L)" by DBRS; or
(ii)
if the related Vehicle Manufacturer Group Rating Entity does not have a Relevant DBRS Rating, a DBRS Equivalent Rating of at least "BBB(L)".
"Investment Grade Vehicle Manufacturer Receivables" means, at any time and in relation to any Country, Vehicle Manufacturer Receivables:
(i)
owed by any Investment Grade Vehicle Manufacturer to the relevant FleetCo in such Country; and
(ii)
which relate to Vehicles to which such FleetCo holds title.
"Investor Report" means the report to be delivered by the Transaction Agent to the Senior Noteholders on each monthly Information Date substantially in the form set out in schedule 11 (Form of Investor Report) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent.
"Invoices to be Received" means the aggregate amount of all Capitalised Costs related to each Vehicle Fleet accounted for by (in respect of the Vehicle Fleet in Italy) Italian FleetCo, (in respect of the Vehicle Fleet in Germany) German Opco, (in respect of the Vehicle Fleet in France) French FleetCo, (in respect of the Vehicle Fleet in The Netherlands) Dutch Opco and (in respect of the Vehicle Fleet in Spain) Spanish Opco but for which the corresponding invoice has not yet been received from the relevant Vehicle Manufacturers and/or Vehicle Dealers.

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"Involuntary Insolvency Event" means:
(i)
the occurrence of any event under the definition of "Insolvency Proceedings" in respect of any Italian Opco, Italian FleetCo, French Opco, French FleetCo, Dutch Opco and Spanish Opco which is not defined as a "Voluntary Insolvency Event" as per the definition of such term; or
(ii)
any Italian Opco, Italian FleetCo, French Opco, French FleetCo, Dutch Opco or Spanish Opco is or becomes Insolvent otherwise than as per paragraph (b) or paragraph (c) of the definition of "Insolvent".
"Irrecoverable VAT" means the VAT which neither the Issuer, the Subordinated Lender nor the VAT group of which the Subordinated Lender is a member can obtain a credit for or a repayment of.
"ISFA" means Issuer Subordinated Facility Agreement.
"Issuer" means CarFin Finance International DAC, incorporated in Ireland, with registered number 463656 and having its registered office at 1st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland.
"Issuer Account Bank" means Deutsche Bank AG, London Branch as appointed under the Issuer Account Bank Agreement.
"Issuer Account Bank Agreement" means the agreement between the Issuer and the Issuer Account Bank.
"Issuer Account Mandate" means the Issuer Transaction Account Mandate, the Issuer Spain TRO Collection Account Mandate, the Issuer Hedge Collateral Account Mandate or the Issuer Reserve Account Mandate (as applicable).
"Issuer Accounts" means the Issuer Transaction Account, the Issuer Reserve Account, the Issuer Spain TRO Collection Account and the Issuer Hedge Collateral Account.
"Issuer and FleetCo Holdings Corporate Services Agreement" means the agreement dated 5 March 2013 as amended, restated, modified, supplemented or waived from time to time between the Issuer, FleetCo Holdings and the Issuer Security Trustee pursuant to which Intertrust Finance Management (Ireland) Limited is appointed as the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider.
"Issuer Available Funds" means an amount calculated on each Issuer Determination Date, without double counting:
(a)
all amounts standing to the credit of the Issuer Transaction Account (excluding the amounts which are proceeds of any Senior Advance made to the Issuer and the proceeds of any Issuer Subordinated Advance made to the Issuer pursuant to clause 4.2.1(a) of the Issuer Subordinated Facility Agreement);
(b)
the proceeds of all Subordinated Advances made to the Issuer pursuant to clause 4.2.1(c), 4.2.1(e), 4.2.1(f) and/or clause 4.2.1(g) of the Issuer Subordinated Facility Agreement;

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(c)
all amounts received by the Issuer, including from Dutch FleetCo, FCT and Italian FleetCo, under the FleetCo German Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo Spanish Facility Agreement (save for such amounts received by the Issuer following the exercise by the Subordinated Lender of the Spain Repayment Option (which shall be used solely to repay the relevant Subordinated Advances made under the Issuer Subordinated Facility Agreement)), the VFN Funding Agreement and the FleetCo Italian Facility Agreement;
(d)
all amounts received by the Issuer from any Issuer Hedge Counterparty (if any); and
(e)
to the extent that such amounts in (a) to (d) above are insufficient to pay all amounts due and payable by the Issuer on the immediately following Settlement Date in the aggregate of the amounts standing to the credit of the Issuer Reserve Account and the proceeds of any amount drawn under the relevant Issuer Letter of Credit.
"Issuer Available Reserve Account Amount" means, as of any date of determination, the amount on deposit in the Issuer Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).
"Issuer Borrowing Base Test" shall, in respect of any day, be satisfied if the Senior Note Principal Amount Outstanding is less than or equal to the Senior Notes Maximum Amount on such day.
"Issuer Cash Management Agreement" means the agreement between, among others, the Issuer, the Issuer Cash Manager, the Central Servicer, the Issuer Account Bank and the Issuer Security Trustee, pursuant to which the Issuer appoints the Issuer Cash Manager to perform certain cash management functions.
"Issuer Cash Management Report" means the cash management report to be prepared by the Issuer Cash Manager under the Issuer Cash Management Agreement substantially in the form set out in schedule 8 (Forms of Cash Management Reports) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent.
"Issuer Cash Management Services" has the meaning given to it in clause 3.1 of the Issuer Cash Management Agreement.
"Issuer Cash Manager" means Deutsche Bank AG, London Branch and any replacement or successor thereof appointed under the Issuer Cash Management Agreement.
"Issuer Cash Manager Termination Event" means any of the termination events set out in clause 11.5 of the Issuer Cash Management Agreement.
"Issuer Compliance Certificate" means the compliance certificate substantially in the form set out in part 1 (Form of Issuer Compliance Certificate) of schedule 7 to the Framework Agreement.
"Issuer Corporate Services Provider" means Intertrust Finance Management (Ireland) Limited.
"Issuer Debt" means any Senior Issuer Debt or Subordinated Debt.
"Issuer Deed of Charge" means the English law deed of charge pursuant to which the Issuer has, in respect of the Issuer Secured Liabilities, assigned, pledged and otherwise created a

80



security interest over all of its rights and interests in favour of the Issuer Security Trustee (for and on behalf of itself and the other Issuer Secured Creditors).
"Issuer Determination Date" means the date falling 5 Business Days before a Settlement Date.
"Issuer Domestic Account" means the account established by the Issuer for the purposes of, inter alia, holding the proceeds of the issued share capital of the Issuer and the Issuer Profit Amount.
"Issuer Enforcement Event" means the occurrence of a Rapid Amortisation Event.
"Issuer Enforcement Notice" has the meaning given to it in clause 8.1 (Notification of Enforcement) of the Issuer Deed of Charge and/or in clause 8.1 (Notification of Enforcement) of the Supplemental Issuer Deed of Charge, as applicable.
"Issuer Event of Default" means an event of default as set out in part 1 (Issuer Events of Default) of schedule 4 (Events of Default) to the Framework Agreement.
"Issuer Excess Cash Amount" means, on any date, an amount equal to:
(i)
the aggregate of
(a)
the Issuer Reserves on such date; and
(b)
the aggregate of all cash standing to the credit of the Issuer Transaction Account on such date,
less
(ii)
the Issuer Reserve Required Amount on the date such calculation is required.
"Issuer Hedge Collateral Account" means the account held at the Issuer Account Bank as opened from time to time, together with such additional or replacement swap collateral securities custody account or bank account at the Issuer Account Bank and/or other banks as may for the time being be in place with the prior consent of the Issuer Security Trustee and designated as such for the purposes of holding collateral posted by any Issuer Hedge Counterparty pursuant to the relevant Issuer Hedging Agreement.
"Issuer Hedge Collateral Account Mandate" means the issuer account mandate in substantially the form of schedule 4 to the Issuer Account Bank Agreement entered into by the Issuer with respect to the Issuer Hedge Collateral Account.
"Issuer Hedge Counterparty" means each hedge counterparty to an Issuer Hedging Agreement which accedes from time to time to the Framework Agreement, the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge.
"Issuer Hedging Documents" means the ISDA Master Agreement, the Schedule, the Credit Support Annex and the relevant Confirmation(s).
"Issuer Hedging Agreement" means a hedging agreement, consisting of the ISDA Master Agreement, the Schedule, the Credit Support Annex and the relevant Confirmation(s), that:

81



(a)
may be entered into from time to time by the Issuer in respect of a Treasury Transaction to hedge projected exposures to interest rates, foreign exchange and inflation risks under the Senior Notes;
(b)
contains the provisions required by the Rating Agencies which are engaged from time to time to rate the outstanding Senior Notes; and
(c)
is in a form satisfactory to the Transaction Agent.
"Issuer Hedging Debt" means all present and future moneys, debts and liabilities due, owing or incurred from time to time by the Issuer to any Issuer Hedge Counterparty under or in connection with any Issuer Transaction Document, in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise.
"Issuer Intercreditor Terms" means the Issuer intercreditor terms set out in schedule 16 (Issuer Intercreditor Terms) to the Framework Agreement, relating to the rights and obligations among the Issuer Secured Creditors.
"Issuer Ledgers" means the ledgers maintained by the Issuer Cash Manager for the purposes of the management of the Issuer's funds and timely compliance with the Issuer's payment obligations pursuant to schedule 1 (Issuer Cash Management Services) of the Issuer Cash Management Agreement.
"Issuer LC Covered Amount" means, as applicable:
(i)
the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Revolving Period Priority of Payments;
(ii)
the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Scheduled Amortisation Period Priority of Payments;
(iii)
the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (e) of the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments; and
(iv)
the aggregate of all the amounts payable by the Issuer under paragraphs (a) to (d) of the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments.
"Issuer Letter of Credit" means an irrevocable letter of credit issued by an Eligible Issuer LC Provider in favour of the Issuer Security Trustee (for itself and on behalf of the benefit of the Senior Noteholders) substantially in the form set out in schedule 13 (Form of Issuer Letter of Credit) to the Framework Agreement and, if amended, in form and substance satisfactory to the Transaction Agent.
"Issuer Listing Documents" means all the documents entered into by the Issuer in connection with the listing and maintenance of listing of the Senior Notes on the Channel Islands Stock Exchange.
"Issuer Note Issuance Facility Agreement" means the note issuance facility agreement between, among others, the Senior Noteholders, the Transaction Agent, the Issuer Cash Manager, and the Issuer Security Trustee.

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"Issuer Payment Date" means each Senior Advance Repayment Date, each Issuer Subordinated Advance Repayment Date and each Settlement Date.
"Issuer Priority of Payments" means the Issuer Revolving Period (Pre-Enforcement) Priority of Payments, the Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments, the Issuer Scheduled Amortisation Period Priority of Payments and the Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments.
"Issuer Profit Amount" means the payment on each anniversary of the Initial Funding Date of €1,000 per annum to the Issuer as a fee for entering into the Transaction Documents to which it is a party.
"Issuer Proposed Repayment Schedule" means, in respect of a Senior Advance, the proposed Senior Advance Repayment Date of such Senior Advance set out in a Senior Advance Drawdown Notice.
"Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments" means the priority of payments set out in part 4 (Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments" means the priority of payments set out in part 3 (Issuer Rapid Amortisation Period (Pre-Enforcement) Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.
"Issuer Repeating Representations" means the representations and warranties of the Issuer set out in the Framework Agreement save for the representations and warranties set out in the following clauses in the Framework Agreement:
(i)
clause 3.1.1 (Compliance with Issuer Borrowing Base Test);
(ii)
clause 3.1.5 (Centre of Main Interests);
(iii)
clause 3.1.6 (No Establishment);
(iv)
clause 3.1.8 (No Subsidiaries, Employees or Premises);
(v)
clause 3.1.9 (Capitalisation);
(vi)
clause 3.1.10 (Ownership);
(vii)
clause 3.1.11 (No Distributions);
(viii)
clause 3.1.12 (Financial Statements);
(ix)
clause 3.1.19 (Consents);
(x)
clause 3.1.24 (Execution);
(xi)
clause 3.1.27 (Beneficial Owner);
(xii)
clause 3.1.28 (Issuer Security);