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))

---

---

---

---

---

---

(1)	CARFIN FINANCE INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (the “Issuer” 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 Managed and Enhanced Tap (Magenta) Funding S.T, Matchpoint Finance plc and Gresham Receivables (No. 34) UK Limited are the “Acceding Senior Noteholders”);

(13)	NATIXIS (the “Exiting Senior Noteholder” and an “Exiting Party”);

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

(15)	CARFIN FINANCE HOLDINGS LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (“FleetCo Holdings”);

---

(16)	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”);

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

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

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

(20)	DEUTSCHE BANK AG (a company incorporated under the laws of Germany) (the “Exiting Issuer Hedge Counterparty” and an “Exiting Party”);

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

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

(23)	DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”),

(A)

Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third amendment agreement dated 21 May 2014 and as amended by a fourth master amendment and restatement deed dated 15 December 2014, a fifth master amendment deed dated 17 December 2014, a sixth master amendment and restatement deed dated 16 April 2015 and a seventh master and amendment restatement deed dated 22 January 2016 (the “Original Master Definitions Agreement”).

(B)

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 amendment agreement dated 21 May 2014, as amended by a fourth master amendment and restatement deed dated 15 December 2014 and as amended and restated by a seventh master and amendment restatement deed dated 22 January 2016 (the “Original Framework Agreement”).

(C)	The Parties have agreed to amend and restate the Original Master Definitions Agreement and amend the Original Framework 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

---

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

2.1

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	Amendments to the Original Framework Agreement

3.1	The Original Framework Agreement shall be amended as follows:

3.1.1	by deleting the eighth paragraph of clause 3.2 in its entirety and replacing it with the following:

(i)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Determination Date;

(ii)	in relation to an Avis Obligor which is a Lessee or Servicer, each Lease Payment Date;

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

(iv)	each Original FleetCo Advance Drawdown Date;

(v)	(if applicable) each Deemed FleetCo Advance Drawdown Date; and

(vi)	the first day of each FleetCo Advance Interest Period.

3.1.2	by inserting a new clause 3.2.15 as follows:

“3.2.15	Anti-Corruption Laws and Sanctions

---

3.1.3	by inserting a new paragraph in clause 3.3 immediately before clause 3.3.1 as follows:

3.1.4	by inserting new clauses 3.3.45 and 3.3.46 as follows:

3.1.5	by inserting a new clause 4.2.30 as follows:

“4.2.30	Anti-Corruption Laws and Sanctions

3.1.6	by inserting a new clause 4.3.54 as follows:

---

4	Removal of parties from the Transaction Documents

4.1

Deutsche Bank AG as Exiting Issuer Hedge Counterparty was party to an Issuer Hedging Agreement with the Issuer dated 20 March 2013 (the “DB Hedging Agreement”), and each relevant confirmation under the DB Hedging Agreement from time to time (each a “DB Hedge Confirmation”). Each DB Hedge Confirmation has been terminated prior to the date of this Deed and no further confirmation will be entered into between the Exiting Issuer Hedge Counterparty and the Issuer. As such:

4.1.1	the Exiting Issuer Hedge Counterparty and the Issuer hereby terminate the DB Hedging Agreement and the DB Hedging Agreement shall be of no further force or effect; and

4.1.2	the Exiting Issuer Hedge Counterparty ceases to be an Issuer Hedge Counterparty and ceases to be a party to any of the Transaction Documents,

4.2	Managed and Enhanced Tap (Magenta) Funding S.T. (“Magenta”), a conduit sponsored by Natixis as the Exiting Senior Noteholder proposes to accede as a Senior Noteholder pursuant to the Issuer Note Issuance Facility Agreement and Natixis, as the Exiting Senior Noteholder, proposes to cease to be a Senior Noteholder or a party to any of the Transaction Documents. On the Amendment Date:

4.2.1

The Senior Note currently held by Natixis as Exiting Senior Noteholder shall be redeemed in full for an amount equal to that Senior Note’s Senior Note Principal Amount Outstanding immediately prior to the Amendment Date (the “Natixis Principal Amount Outstanding”) and the Senior Noteholder Commitment of Natixis shall be reduced to zero. Accordingly, Natixis will no longer be a Senior Noteholder and will no longer be a party to any of the Transaction Documents.

4.2.2	Magenta shall enter into, among other documents, a Senior Noteholder Accession Deed and a Senior Noteholder Fee Letter specifying, amongst other things, its Senior Noteholder Commitment which will be the same as that of Natixis immediately prior to its exit pursuant to Clause 0 above.

4.2.3	The Issuer shall issue a Senior Note to Magenta, where the Senior Note Principal Amount Outstanding in respect of that that Senior Note will be the same as that of the Natixis Principal Amount Outstanding.

4.2.4	Accordingly, notwithstanding any provision of the Issuer Note Issuance Facility Agreement, on the Amendment Date:

(i)	the Issuer hereby redeems Natixis’ Senior Note and the Issuer shall be required to pay to Natixis an amount equal to the Natixis Principal Amount Outstanding (the “Redemption Amount”); and

(ii)	Magenta shall subscribe for the Senior Note (described in Clause 0 above) and pay to the Issuer the subscription price for such Senior Note, being an amount equal to the Natixis Principal Amount Outstanding (the “Subscription Amount”),

---

4.3	With effect from and including the Amendment Date:

4.3.1	each party hereto hereby agrees that each of the Exiting Parties shall cease to be a party to any Transaction Documents to which they were a party;

4.3.2	each of the Exiting Parties hereby unconditionally and irrevocably releases and discharges all the other parties hereto from all their respective obligations and liabilities, whether actual or contingent, which they may owe to each of the Exiting Parties under the Transaction Documents to which they may be a party; and

4.3.3	each party hereto hereby unconditionally and irrevocably releases and discharges each of the Exiting Parties from all of its respective obligations and liabilities, whether actual or contingent, under the Transaction Documents to which it is a party.

5	Amendment Date

5.1

The Parties hereby agree that the amendments set out in Clause 0 (Amendment and Restatement of the Original Master Definitions Agreement), Clause 0 (Amendments to the Original Framework Agreement) and Clause 0 (Removal of parties from the Transaction Documents) 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:

5.1.1	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;

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

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

5.1.4	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;

5.1.5	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.;

5.1.6	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 and Maggiore Rent S.p.A.;

5.1.7	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 en España;

5.1.8	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;

---

5.1.9	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;

5.1.10	a memorandum of Linklaters LLP in relation to the Volcker Rule; and

5.1.11	the reliance letters and opinions listed at Part I of Schedule 3 (Reliance Letters and Opinions) addressed to each of Matchpoint Finance Public Limited Company and Gresham Receivables (No. 34) UK Limited as Senior Noteholders,

5.1.12	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;

5.1.13	that 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;

5.1.14	that 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; and

5.1.15	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;

5.1.16	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;

5.1.17

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

5.1.18	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.

5.2	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

---

6	Conditions Subsequent

7	Transaction Agent

7.1	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.

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

8	Issuer Security Trustee and FleetCo Security Agent

8.1

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.

8.2

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.

9	Senior Noteholders Consent

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

10.1	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:

10.1.1	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

---

10.1.2	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.

10.2	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.

11	Senior Advance Drawdown Notice

11.1	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 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.

11.2

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 Matchpoint Finance Public Limited Company and Gresham Receivables (No. 34) UK Limited 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 20 April 2016 due to the operation of Clause 5 (Amendment Date).

12	Transaction Documents

12.1	Save as expressly amended by this Deed, the Original Master Definitions Agreement, the Original Framework Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof.

12.2	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.

12.3	The FleetCo Security Agent and the Transaction Agent hereby designate this Deed as a FleetCo Transaction Document.

12.4	The Transaction Agent hereby designates this Deed as an Issuer Transaction Document.

13	Confirmation of Guarantees

13.1	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

---

13.2	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.

14	Illegality

15	Rights and Remedies

16	Counterparts

17	Incorporation of Common Terms

18	Third Party Rights

19	Governing Law and Jurisdiction

---

---

---

---

---

---

---

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

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

---

(14)	INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the "Dutch FleetCo Corporate Services Providers", together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the "Corporate Services Providers");

(15)	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 LIMITED (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"),

1	Definitions and Interpretation

---

(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 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

---

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

(ii)

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

---

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

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

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

A.	the fourteenth day; or

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

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

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

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

---

(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

---

(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.

---

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

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

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

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

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

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

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

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

(e)	French Opco or French FleetCo, Paris.

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

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

---

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

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

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

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

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

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

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

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

---

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

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

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

(i)	the aggregate of:

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

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

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

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

(e)	the Country Asset Value of French FleetCo,

---

(ii)	the aggregate of, without double counting:

(a)	the Extraordinary Depreciation Amount;

(b)	the Disposition Adjustment;

(c)	the Excess Concentration Amount; and

(d)	the aggregate of:

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

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

(a)	the purchase price for Vehicles;

(b)	the volume of Vehicles to be purchased;

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

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

(e)	any Credit Terms Given; and

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

---

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

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

(a)

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

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

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

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

---

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

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

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

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

---

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

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

(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.

---

(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).

---

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

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

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

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

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

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

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

---

---

(a)	the Asset Enhancement Amount; and

(b)	the Issuer Reserve Required Amount.

(i)	the aggregate amount of any amounts paid or payable by or on behalf of the applicable Conduit Senior Noteholder to a counterparty to a Currency Hedge Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date, which settlement date shall be a Settlement Date,

(ii)	the aggregate amount of any amounts paid or payable to or for the account of the applicable Conduit Senior Noteholder by a counterparty to a Currency Hedge Agreement in connection with the close out of any Currency Hedge Agreement on any date other than its settlement date,

(a)

if on any Settlement Date, the applicable Conduit Senior Noteholder's Currency Hedging Breakage Costs are a negative number, then, on such Settlement Date, the aggregate amount that would otherwise have been payable by the Issuer to the applicable Conduit Senior Noteholder on such Settlement Date pursuant to the applicable priority of payment, shall be reduced until either the aggregate amount owed to the applicable Conduit Senior Noteholder or the Currency Hedging Breakage Costs have been reduced to zero, and

(b)	when there are remaining Currency Hedging Breakage Costs following such reduction in (a) above of the aggregate amounts otherwise owed to the applicable Conduit Senior Noteholder, an amount equal to such remaining Currency Hedging Breakage Costs (expressed as a positive number) shall be paid by or on behalf of the applicable Conduit Senior Noteholder to the Issuer on such Settlement Date;

---

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

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

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

(a)

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

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

(a)	the product of:

(i)	the Disposition Adjustment Percentage in Spain; and

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

---

(b)	the product of:

(i)	the Disposition Adjustment Percentage in Germany; and

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

(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.

---

(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.

---

(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.

(i)	the Dutch FleetCo German Transaction Account;

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

(iii)	the Dutch FleetCo German Reserve Account.

---

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

(b)	the sum of:

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

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

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

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

(b)	the sum of:

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

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

---

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

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

(b)	the sum of:

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

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

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

(i)

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

(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 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;

(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 and most recently amended and restated 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; 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

---

(i)	the Dutch FleetCo Spanish Transaction Account; and

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

---

(i)	the FleetCo Dutch Security Documents;

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

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

(iv)	the Master German Fleet Lease Agreement; and

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

---

(i)	the Dutch FleetCo Dutch Security Documents;

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

(iii)	the Dutch Account Bank Agreement;

(iv)	the Dutch Account Mandate;

(v)	the Master Dutch Fleet Purchase Agreement;

(vi)	the Master Dutch Fleet Lease Agreement; and

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

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

---

(e)	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

(f)	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.

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

(ii)

having a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least "A" from Standard & Poor's, Fitch or DBRS and/or at least "A1" from Moody's and a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating from at least two Rating Agencies of at least "A-1" from Standard & Poor's, at least "F1" from Fitch, at least "P-1" from Moody's or at least "R-1(mid)" from DBRS; and

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

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

(ii)

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

(iii)	its VAT Receivables in Spain and France,

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

(ii)

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

---

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

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

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

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

(b)

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

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

(d)

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

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

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

---

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

(i)

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

(i)

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

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

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

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

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

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

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

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

(i)	the Framework Agreement;

(ii)	this Agreement;

(iii)	the Funds Flow Agreement;

(iv)	the Tax Deed of Covenant;

(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)	the 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 Issuer Security Power of Attorney;

(xxvii)	the VFN Funding Agreement; and

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

---

(a)	the applicable Screen Rate; or

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

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

(i)	technical failure:

(a)

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

(b)	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

---

(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 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

---

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

(c)	principal payments:

A.

in the case of Dutch FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Spanish Facility Agreement, 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";

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

---

(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 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;

(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.

---

(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.

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

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

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

---

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

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

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

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

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

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

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

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

---

---

(a)	the FCT Regulations;

(b)	the FCT Transfer and Servicing Agreement; and

(c)	the FCT Registrar Agreement.

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

---

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

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

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

(e)

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

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

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

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

(i)	shares which are expressed to be redeemable;

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

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

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

(a)	the occurrence of an Opco Change of Control, provided that if (1) any cessation described in the Opco Change of Control is in relation to the share capital of, the shareholders' general meetings of or the board of directors of (as applicable) Spanish Opco or any Italian Opco or French Opco and

---

(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.

---

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

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

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

(i)

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

(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

---

(c)	in relation to:

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

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

(iii)	French FleetCo receipts of VAT Receivables; and

(d)

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

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

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

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

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

B.

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

---

(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).

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

(b)	the sum of:

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

---

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

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

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

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

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

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

(ii)	the Dutch Receivables Pledge; and

(iii)	the Dutch FleetCo German VAT Pledge.

---

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

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

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

(iii)	the Maggiore Italian VAT Refunds.

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

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

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

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

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

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

(iii)	the Dutch VAT Refunds;

(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.

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

(b)	the sum of:

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

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

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

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

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

---

(i)	the French Vehicle Pledge Agreement;

(ii)	the French Third Party Holding Agreement;

(iii)	the French Receivables Security Assignment Agreement;

(iv)	the French Business Charge Agreement;

---

(v)	the French Bank Account Pledge Agreement;

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

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

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

(b)	the sum of:

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

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

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

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

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

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

---

(i)	the German Account Pledge Agreement;

(ii)	the German Receivables Assignment Agreement; and

(iii)	the German Security Transfer Agreement.

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

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

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

(b)	the sum of:

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

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

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

---

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

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

(i)	the Italian FleetCo Share Pledge; and

(ii)	the Italian FleetCo Security Deed.

---

(i)	clause 3.3.3 (Independent Director);

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

(iii)	clause 3.3.5 (Taxes);

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

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

(vi)	clause 3.3.18 (Consents);

(vii)	clause 3.3.23 (Execution);

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

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

(x)	clause 3.3.31 (Filings);

(xi)	clause 3.3.32 (Consents);

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

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

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

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

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

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

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

---

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

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

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

(i)	the Spanish FleetCo Secured Creditors;

(ii)	the German FleetCo Secured Creditors;

(iii)	the Dutch FleetCo Secured Creditors;

(iv)	the French FleetCo Secured Creditors; and

(v)	the Italian FleetCo Secured Creditors.

(i)	the FleetCo Spanish Secured Liabilities;

(ii)	the FleetCo German Secured Liabilities;

(iii)	the FleetCo Dutch Secured Liabilities;

(iv)	the FleetCo French Secured Liabilities; and

(v)	the FleetCo Italian Secured Liabilities.

(i)	the FleetCo Dutch Security Documents;

(ii)	the FleetCo German Security Documents;

(iii)	the FleetCo French Security Documents;

(iv)	the FleetCo Italian Security Documents;

(v)	the FleetCo Spanish Security Documents;

(vi)	the Dutch FleetCo Dutch Security Documents

(vii)	each FleetCo Security Power of Attorney;

(viii)	each FleetCo Deed of Charge;

---

(ix)	the Lessor Power of Attorney; and

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

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

(b)	the sum of:

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

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

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

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

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

---

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

(i)	the Public Deed of Pledge over Vehicles;

(ii)	the Third Party Holding Agreement;

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

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

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

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

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

(i)	the Funds Flow Agreement;

(ii)	the Framework Agreement;

(iii)	the Master Definitions Agreement;

(iv)	the Tax Deed of Covenant;

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

---

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

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

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

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

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

(xi)	the Liquidation Agency Agreement;

(xii)	the Central Servicing Agreement;

(xiii)	the Parent Performance Guarantee;

(xiv)	the Finco Payment Guarantee;

(xv)	the Operating Documents;

(xvi)	the FleetCo Security Documents;

(xvii)	the Dutch FleetCo Management Documents;

(xviii)	the Spain TRO Power of Attorney; and

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

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

(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.

---

(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.

---

---

(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.

(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.

---

(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.

---

(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),

---

(a)	such Relevant Person is Insolvent; or

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

---

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

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

(i)

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

---

(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

(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

---

(iii)	in respect of any entity who is resident in Spain or who has its centre of main interests (as such term is used in Article 3(1) of the EU Insolvency Regulation) in Spain, "concurso voluntario" or "concurso necesario", as set out under Law 22/2003, of 9 July;

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

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

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

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

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

(ii)

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

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

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

---

(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.

(a)	Mandatory Cost, if any; and

---

(b)	the aggregate of:

(i)	the Senior Advance Margin; and

(ii)	the Subscriber's Cost of Funds.

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

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

---

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

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

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

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

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

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

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

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

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

---

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

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

(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