EXHIBIT 10.1

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT

THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM

601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN

EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE

COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED: [REDACTED]

Dated 3 November 2020

CARFIN FINANCE INTERNATIONAL DAC

as the Issuer and FCT Noteholder

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Arranger and Transaction Agent

DEUTSCHE TRUSTEE COMPANY LIMITED

as Issuer Security Trustee

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as FleetCo Security Agent

CERTAIN ENTITIES NAMED HEREIN

as Opcos, Servicers and Lessees

CERTAIN ENTITIES NAMED HEREIN

as FleetCos

AVIS BUDGET CAR RENTAL, LLC

as the Parent

AVIS FINANCE COMPANY LIMITED

as Finco, the Subordinated Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT Lender

AVIS BUDGET EMEA LIMITED

as Avis Europe

CERTAIN ENTITIES NAMED HEREIN

as the Account Banks

DEUTSCHE BANK AG, LONDON BRANCH

as Issuer Cash Manager, Dutch FleetCo Spanish Account Bank Operator, Dutch FleetCo German Account Bank Operator, Dutch FleetCo Dutch Account Bank Operator, French FleetCo Account Bank Operator, and FleetCo Back-up Cash Manager

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as French Intermediary Bank and FCT Servicer

CACEIS BANK FRANCE

as FCT Custodian

FCT CARFIN

represented by

EUROTITRISATION

as the FCT Management Company

CERTAIN ENTITIES NAMED HEREIN

as the Senior Noteholders

and

CERTAIN OTHER ENTITIES NAMED HEREIN

ELEVENTH MASTER AMENDMENT AND RESTATEMENT DEED

Linklaters

Ref: L-299250

Linklaters LLP

Table of Contents

This Amendment and Restatement Deed is made on 3 November 2020 between:

ii

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

WHEREAS

iii

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.

The Original Framework Agreement is amended and restated in the form set out in Schedule 3 (Amended and Restated Framework Agreement) (the “Amended and Restated Framework Agreement”) and the rights and obligations of the parties (excluding such rights and obligations accrued prior to the Amendment Date) to the Original Framework Agreement shall be governed by the Amended and Restated Framework Agreement.

The Parties hereby agree that the Transaction Documents shall be amended such that any reference to the term “CRR” in the Transaction Documents shall be construed as a reference to the “Securitisation Regulation” where applicable, and references to Articles of the CRR shall, where applicable, be construed as references to the equivalent Article under the Securitisation Regulation.

iv

and provided that:

v

vi

Each of the Senior Noteholders hereby consents to the amendments contemplated by and set out in this Deed and the Senior Noteholder Fee Letters dated on or about the date stated at the beginning of this Deed.

vii

viii

The Parties hereby agree that the Security created pursuant to the Issuer Deed of Charge and the Supplemental Deed of Charge shall remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed.

If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

No failure by the Issuer Secured Creditors or the FleetCo Secured Creditors to exercise, or any delay by the Issuer Secured Creditors or the FleetCo Secured Creditors in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law or under any Transaction Document.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

ix

The Common Terms shall be incorporated by reference into this Deed. If there is any conflict between the Common Terms as incorporated by reference into this Deed and the other provisions of this Deed, the provisions of the incorporated Common Terms shall prevail.

No person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. Each of the parties hereto hereby submits to the jurisdiction of the courts of England and Wales.

In Witness whereof this Deed has been delivered on the date stated at the beginning of this Deed.

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Schedule 1: The Parties

Part 1 Opcos, Servicers and Lessees

Opcos

Servicers (excluding the Central Servicer)

Central Servicer

Lessees

xi

Part 2 FleetCos

Part 3 Account Banks

xii

Part 4 Senior Noteholders

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Schedule 2

Amended and Restated Master Definitions Agreement

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

xiv

Dated 5 March 2013 as amended and restated from time to time and last on

3 November 2020

CARFIN FINANCE INTERNATIONAL DAC

as the Issuer and the FCT Noteholder

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Arranger and Transaction Agent

DEUTSCHE TRUSTEE COMPANY LIMITED

as Issuer Security Trustee

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as FleetCo Security Agent

CERTAIN ENTITIES NAMED HEREIN

as Opcos, Servicers and Lessees

CERTAIN ENTITIES NAMED HEREIN

as FleetCos

AVIS BUDGET CAR RENTAL, LLC

as the Parent

AVIS FINANCE COMPANY LIMITED

as Finco, the Subordinated Lender, the Central Servicer, the Dutch VAT Lender, the Avis Italian VAT Lender and the Maggiore Italian VAT Lender

AVIS BUDGET EMEA LIMITED

as Avis Europe

CERTAIN ENTITIES NAMED HEREIN

as the Account Banks

DEUTSCHE BANK AG, LONDON BRANCH

as the Issuer Cash Manager, Dutch FleetCo German Account Bank Operator, Dutch FleetCo Spanish Account Bank Operator, Dutch FleetCo Dutch Account Bank Operator, French FleetCo Account Bank Operator and FleetCo Back-up Cash Manager

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as French Intermediary Bank and FCT Servicer

CACEIS BANK FRANCE

as FCT Custodian

FCT CARFIN

represented by

EUROTITRISATION

as the FCT Management Company

CERTAIN ENTITIES NAMED HEREIN

as the Senior Noteholders

and

CERTAIN OTHER ENTITIES NAMED HEREIN

MASTER DEFINITIONS AGREEMENT

Linklaters

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Table of Contents

i

This Agreement is dated 5 March 2013 as amended pursuant to an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated pursuant to a third master amendment and restatement deed dated 21 May 2014 and as amended pursuant to a fourth master amendment and restatement deed dated 15 December 2014 and a fifth master amendment deed dated 17 December 2014 and a sixth amendment and restatement deed dated 16 April 2015 and a seventh amendment and restatement deed dated 22 January 2016, an eighth amendment and restatement deed dated 15 April 2016, a ninth amendment and restatement deed dated 16 May 2017, a tenth amendment and restatement deed dated 30 May 2018 and an eleventh amendment and restatement deed dated 4 November 2020 and made

BETWEEN:

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

It is agreed that the Parties have agreed to incorporate into certain of the Transaction Documents to which they are a party the definitions and principles of construction and interpretation contained herein.

Amendment and Restatement

The Parties have agreed to amend and restate the terms of the master definitions agreement dated 5 March 2013 between, inter alios, the Issuer and the Transaction Agent (as amended pursuant to an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated pursuant to a third master amendment and restatement deed dated 21 May 2014 and amended pursuant to a fourth master amendment and restatement deed dated 15 December 2014 and a fifth master amendment deed dated 17 December 2014, a sixth master amendment and restatement deed dated 16 April 2015, a seventh master amendment and restatement deed dated 22 January 2016, an eighth amendment and restatement deed dated 15 April 2016, a ninth amendment and restatement deed dated 16 May 2017 and a tenth amendment and restatement deed dated 30 May 2018, the “Original MDA”) as set out herein with effect, subject to clause 5 (Amendment Date) of the MARD (as defined in the definition of “Amendment Date”), from the Amendment Date. As at the Amendment Date, any future rights or obligations (excluding such rights and obligations accrued prior to the Amendment Date) of a party under the Original MDA shall be extinguished and shall instead be governed by this Agreement.

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Notwithstanding anything to the contrary contained herein, if for any reason this Agreement fails to be effective on the Amendment Date, this Agreement shall terminate and be replaced by the Original MDA as existed immediately prior to the date hereof and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed immediately prior to the date hereof.

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

“2009 Act” means the Land and Conveyancing Law Reform Act 2009 of Ireland.

“ABCP” means asset backed commercial paper having a maturity of less than or equal to one year from the date of issue.

“ABCP Market” means the market for ABCP.

“ABCP Market Disruption” means, in respect of any issuer of ABCP or the ABCP Market generally, a circumstance in which market conditions prevent the issuance of ABCP.

“ABG” means Avis Budget Group, Inc.

“Acceding Issuer Hedge Counterparty” any Issuer Hedge Counterparty which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation Agent) of the Framework Agreement.

“Acceding Senior Noteholder” means, subject to and in accordance with clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) of the Issuer Note Issuance Facility Agreement, a Conduit or a Financial Institution which enters into a relevant Senior Noteholder Accession Deed.

“Acceding Subordinated Lender” means any Subordinated Lender which accedes to the Framework Agreement pursuant to clause 11 (Additional Issuer Secured Creditors and Accession of Liquidation Agent) of the Framework Agreement.

“Acceleration Notice” means: (i) a notice delivered by the Issuer Security Trustee pursuant to the Framework Agreement by which the Issuer Security Trustee declares that all Issuer Secured Liabilities shall be accelerated; or (ii) a notice delivered by the FleetCo Security Agent pursuant to the Framework Agreement by which the FleetCo Security Agent declares that all FleetCo Secured Liabilities shall be accelerated which, for the avoidance of doubt, may be delivered simultaneously with or after the delivery of an Enforcement Notice.

“Acceptable Bank” means:

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provided that, if (x) Deutsche Bank AG does not have the required ratings pursuant to paragraph (i)(a) above or (y) the relevant Rating Agency will not provide an approval of the relevant Deutsche Bank entity or other such bank or financial institution pursuant to paragraph (i)(b), a certificate from the Central Servicer confirming that, in its reasonable opinion, the Rating Agencies will not take adverse rating action in respect of the Senior Notes would be sufficient; and

“Accession Deed” means each deed of accession substantially in the relevant form set out in schedule 6 (Forms of Accession Deed) to the Framework Agreement.

“Account Bank Agreement” means, as applicable, the Issuer Account Bank Agreement, the German Account Bank Agreement, the Italian Account Bank Agreement, the Spanish Account Bank Agreement, the Dutch Account Bank Agreement or the French Account Bank Agreement.

“Additional Accounts” means any additional account is opened in accordance with the relevant Account Bank Agreement and the Framework Agreement.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Aggregate Redesignation Amount” means, in respect of a Master Lease Agreement, the sum of all Redesignation Amounts under such Master Lease Agreement.

“Amendment Date” has the meaning given to that term in the eleventh master amendment and restatement deed dated 3 November 2020 (the “MARD”) between, among others, the parties to this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to an Avis Obligor, FleetCo or its Affiliates from time to time concerning or relating to bribery, corruption or anti-money laundering, to the extent legally applicable.

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“Applicable Accounting Principles” means GAAP.

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

in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or such VAT Loan Advance, one-week EURIBOR;

in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or such VAT Loan Advance, two-week EURIBOR;

in each case, following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance, three-week EURIBOR;

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one-month EURIBOR; and

two-month EURIBOR,

provided that, for the purposes of this definition, “Interest Period End Date” means, in respect of a Senior Advance Interest Period or the interest period relating to a Subordinated Advance or a VAT Loan Advance, the last day of such relevant interest period.

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

“Arranger” means Crédit Agricole Corporate and Investment Bank.

“Asset Enhancement Amount” means the higher of:

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

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“Assets in Progress Amount” means the aggregate amount of the Capitalised Costs of all Vehicles which have been purchased by and delivered to the relevant FleetCo and for which no registration has been effected.

“At Risk Asset” means (i) each Non-Programme Vehicle and (ii) each Non-Eligible Programme Vehicle.

“Auditors” means an internationally recognised reputable firm of independent auditors and accountants which are licensed and qualified to practise in the jurisdiction of incorporation and/or the permanent establishment of the relevant FleetCo or the Issuer and which are appointed by the relevant FleetCo or the Issuer (as applicable) as its auditors.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration from or with any Governmental Authority or regulatory authority having jurisdiction.

“Authorised Signatory” means, in relation to any party, any person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly authorised person of such party setting out the name and signature of such person and confirming such person’s authority to act.

“Available Commitment” means the Total Senior Noteholder Commitments under the Issuer Note Issuance Facility Agreement less the sum of all outstanding Senior Advances.

“Available LC Commitment Amount” means the aggregate of the available commitment amount under each Issuer Letter of Credit.

“Avis” or “Avis Group” means Avis Budget Group, Inc. and its subsidiaries.

“Avis Europe” means Avis Budget EMEA Limited.

“Avis Europe Change of Control” means Avis ceasing to (x) own directly or indirectly at least 100 per cent. of the share capital of Avis Europe, (y) have the right or ability to cast at least 100 per cent. of the votes capable of being cast in shareholders’ general meetings of Avis Europe or (z) have the right or ability to appoint or remove all directors (or equivalent officers) of the board of directors (or equivalent body) of Avis Europe or to give directions with respect to the operating and financial policies of Avis Europe with which the directors or other equivalent officers of Avis Europe are obliged to comply.

“Avis Europe Compliance Certificate” means the compliance certificate substantially in the form set out in part 4 (Form of Avis Europe Compliance Certificate) of schedule 7 to the Framework Agreement signed by Avis Europe and delivered by Avis Europe.

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

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;

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

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Issuer on or before such date, there shall not be an “Avis Europe Event of Default” under this paragraph (b);

the occurrence of a Parent Change of Control;

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;

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

failure by Avis Europe or its successor or replacement to comply with any of its payment obligations under the Avis Europe Payment Guarantee.

“Avis Europe Group” means Avis Europe and each Subsidiary of Avis Europe from time to time and any joint venture company which is a member of Avis Europe’s consolidated group for accounting purposes.

“Avis Europe Payment Guarantee” means the guarantee and indemnity from Avis Europe in respect of the payment obligations of the Issuer under the Transaction Documents to which the Issuer Security Trustee is a party (save for the Issuer Subordinated Facility Agreement).

“Avis Italian Mandate Agreement” means the agreement pursuant to which Italian FleetCo grants a mandate to Avis Italian Opco in respect of Italian FleetCo’s Vehicle Fleet (other than the Maggiore Vehicles) in Italy.

“Avis Italian Master Lease Agreement” means the master lease agreement between, amongst others, Italian FleetCo and Avis Italian Opco.

“Avis Italian Opco” means Avis Budget Italia S.p.A.

“Avis Italian Servicer” means Avis Italian Opco providing transaction management services (including cash management services) to Italian FleetCo.

“Avis Italian VAT Lender” means Avis Finance Company Limited in its capacity as the Lender under the Maggiore Italian VAT Loan Agreement.

“Avis Italian VAT Loan Borrower” means Italian FleetCo.

“Avis Italian VAT Loan Agreement” means the Italian VAT Loan Agreement dated 5 March 2013 and entered into between Italian FleetCo and the Avis Italian VAT Lender with respect to Avis Italian Opco.

“Avis Obligor” means each Opco, each Servicer, each Lessee, the Parent, Finco and Avis Europe.

“Base Rent” means, in relation to any Vehicle which is leased to a Lessee under a Master Lease Agreement on any day during the Related Month or, as the case may be, Related Months where such Related Months occur prior to a Lease Payment Date following the Lease Determination Date in respect of any Lease Payment Date, the sum of the Depreciation Charges that have accrued with respect to each such Vehicle during the Related Month or, as the case may be, Related Months, as adjusted in accordance with the terms of such Master Lease Agreement.

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“Borrower Vehicle Fleet NBV” means, in respect of a Calculation Date or (if applicable) an Intra-Month Cut-Off Date:

plus the Assets in Progress Amount for such FleetCo.

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

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

exceeds:

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

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

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

any Italian Opco or Italian FleetCo, Milan; and

French Opco or French FleetCo, Paris.

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

“Buy-Back Minimum Principles” means:

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“CACEIS Corporate Trust” means Caceis Corporate Trust, a société anonyme incorporated under the laws of France, whose head office is at 1/3 Place Valhubert 75013 Paris and whose main establishment is at 14 rue Rouget de Lisle 92130 Issy-les-Moulineaux, registered with the Trade and Companies Register of Paris (Registre du Commerce et des Sociétés de Paris) under number 439 430 976, and licensed in France as a financial services provider (prestataire de services d’investissement) by the Autorité de Contrôle Prudentiel et de Résolution.

“CACIB” means Crédit Agricole Corporate and Investment Bank.

“Calculation Date” means the last day of each calendar month.

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

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

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

“Casualty” means, in relation to a Vehicle, that (a) such Vehicle is destroyed or otherwise rendered permanently unfit or unavailable for use or (b) such Vehicle is lost, stolen or seized and is not recovered within 2 months thereafter.

“Casualty Payment” means the Termination Value of a Vehicle which suffers a Casualty or becomes a Non-Eligible Vehicle, in each case, as of the date such Vehicle became a Casualty or a Non-Eligible Vehicle.

“Central Servicer” means Avis Finance Company Limited.

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“Central Servicer Event of Default” means an Event of Default in respect of the Central Servicer.

“Central Servicing Agreement” means the agreement between, among others, the Central Servicer, each Opco, each Italian Servicer, the French Servicer, the Spanish Servicer and each FleetCo pursuant to which the Central Servicer provides, among other things, transaction management services, reporting services and cash management services to the relevant transaction party.

“Centre of Main Interests” has the meaning given to it in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings.

“Chairman Letter of Undertakings” means the letter of undertakings in relation to French FleetCo executed by SFM France S.A.S. acting as chairman (président) of French FleetCo.

“Charge Costs” means, with respect to each Vehicle purchased by a FleetCo or, in respect of Germany, by German Opco and sold to Dutch FleetCo pursuant to the Master German Fleet Purchase Agreement or, in respect of The Netherlands, by Dutch Opco and sold to Dutch FleetCo pursuant to the Master Dutch Fleet Purchase Agreement, all amounts invoiced in relation to the purchase of such Vehicle (excluding VAT), but including, in particular, delivery charges, taxes, titling fees, costs of registration, preparation, first petrol and accessories (to the extent they are not accounted for as Capitalised Costs).

“Charge Costs Component” shall have the meaning assigned to it in clause 4.3 of the Master German Fleet Purchase Agreement.

“Close-Out Netting” means:

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

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

“Code” means the US Internal Revenue Code of 1986.

“Combined Eligible Country Asset Value” means:

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less

provided that, following the occurrence of a Dutch Opco Event of Default and in the absence of a Dutch FleetCo Event of Default: (1) the Country Asset Value of Dutch FleetCo in The Netherlands shall be deemed to be zero; and (2) Dutch FleetCo in The Netherlands and Dutch FleetCo’s Vehicle Fleet in the Netherlands shall not be taken into account when determining the aggregate of the amounts in items (ii)(a) to (ii)(d) above.

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

the volume of Vehicles to be purchased;

the Vehicle types, model and mix and options;

the Vehicle drop points and return locations within the Relevant Jurisdictions;

any Credit Terms Given; and

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

“Common Terms” means clauses 12 (Confidentiality), , 19 (Notices), 21 (Calculations and Certificates), 22 (Partial Invalidity), 23 (Remedies and Waivers), 25 (Counterparts) and 27 (Non-Petition and Limited Recourse) (but, (i) in the case of Transaction Documents which are not expressed to be governed by English law, excluding clause 27.2.2(i)(b) (Insufficient Recoveries); (ii) in the case of Transaction Documents which are expressed to be governed by French law, excluding clause 25 (Counterparts); and (iii) in the case of Transaction Documents to which Senior Noteholders are not party, excluding clause 12A (Collateral Trustee)) of the Framework Agreement and, in the case of Transaction Documents which are expressed to be governed by German law, clause 27 (Non-Petition and Limited Recourse) shall be construed such as to not exclude, as a matter of substance, any claims resulting from gross negligence (große Fahrlässigkeit) or wilful misconduct (vorsätzliches Fehlverhalten).

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“Computer Readable Form” means a form in which information or data may be stored and/or accessed by a computer, including, but not limited to, tangible storage media such as floppy disks or CD-ROMs, or information or data which is made available by direct computer access, or any other appropriate electronic information storage form, format or medium as determined by the relevant Servicer or the Issuer Cash Manager, the FleetCo Back-up Cash Manager, as the case may be.

“Concentration Limit” means the following limit:

provided that:

[Redacted]; or

[Redacted];

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provided further that:

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and, for the purposes of this definition, the “percentage of Eligible Vehicles in all Countries” shall be the percentage of the aggregate Borrower Vehicle Fleet NBV of Eligible Vehicles in the Vehicle Fleet in all Countries and “Light Duty Trucks” shall, for the avoidance of doubt, exclude Vans.

“Conduit” means a special purpose entity whose activities are wholly or principally the issuance of commercial paper or other debt securities (of any type) and the purchase of debt securities or other assets and Irish Ring Receivables Purchaser DAC.

“Conduit Senior Noteholder” means each Senior Noteholder which is a Conduit.

“Confidential Information” means all information relating to any Avis Obligor or any of the Issuer Transaction Documents and FleetCo Transaction Documents of which an Issuer Secured Creditor or a FleetCo Secured Creditor becomes aware in its capacity as, or for the purpose of becoming, an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) or which is received by an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) in relation to, or for the purpose of becoming an Issuer Secured Creditor or a FleetCo Secured Creditor (as applicable) under, the Transaction Documents to which it is a party from either:

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

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between Finco and the Transaction Agent.

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“Contractual Currency” means, in relation to any payment obligation arising under any transaction, Euro and, in relation to clause 19 (Remuneration and Indemnification of the Issuer Security Trustee) of the Issuer Deed of Charge and the Supplemental Issuer Deed of Charge, Euros or such other currency as may be agreed between the Issuer and the Issuer Security Trustee from time to time.

“Corporate Services Providers” means the corporate services entities that provide corporate administration services to any of the Issuer, FleetCo Holdings, Dutch FleetCo and French FleetCo.

“Corresponding DBRS Morningstar Rating” means, for each Equivalent Rating Agency Rating for any Person, the DBRS Morningstar rating designation corresponding to the row in which such Equivalent Rating Agency Rating appears in the table set forth below:

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“Countries” means Spain, Germany, Italy, The Netherlands and France.

“Country” means:

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

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

FleetCo Excess Cash Amount in such Country; and

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

minus

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

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

“Country Asset Value Test” shall be satisfied if the aggregate of the outstanding FleetCo Advances made to a FleetCo in a Country is less than or equal to the Country Asset Value of such FleetCo.

“Country Repayment Option” means the mechanism under which a member of the Avis Europe Group may provide funding to Dutch FleetCo, Spanish Branch to prepay in full its obligations under the FleetCo Spanish Facility Agreement or purchase the Issuer’s rights under the FleetCo Italian Facility Agreement or the VFN Funding Agreement, as applicable, being the Spain Repayment Option, the Italy Repayment Option and the France Repayment Option, respectively, and as more particularly set out in clause 6 (Country Repayment Option) of the Framework Agreement.

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“Credit Agreement” means the second amended and restated credit agreement dated 2 August 2013, among Avis Budget Holdings, LLC, as borrower, the Parent, as borrower, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase Bank N.A., as administrative agent, Deutsche Bank Securities Inc., as syndication agent, each of Citicorp USA, Inc., Bank of America, N.A., Barclays Bank PLC, Credit Agricole Corporate & Investment Bank and The Royal Bank of Scotland plc as co-documentation agents as may be amended, restated, modified, supplemented or waived from time to time in accordance with its terms.

“Credit Enhancement Asset” means the Investment Grade Programme Vehicles, Investment Grade Non-Programme Vehicles, Non-Investment Grade Programme Vehicles, Non-Investment Grade Non-Programme Vehicles, the Credit Enhancement Investment Grade Receivables, the Credit Enhancement Non-Investment Grade Receivables and (in respect of Spain and France) the VAT Receivables net of the VAT Payables Amount.

“Credit Enhancement Matrix” means the following matrix:

18

“Credit Enhancement Investment Grade Receivables” means Investment Grade Vehicle Manufacturer Receivables net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.

“Credit Enhancement Non-Investment Grade No Retention Receivables” means Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo does not hold enforceable title) net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.

“Credit Enhancement Non-Investment Grade Receivables” means Non-Investment Grade Vehicle Manufacturer Receivables (for which a FleetCo holds enforceable title) net of payables for each Vehicle Manufacturer to the extent set-off is permitted under the relevant Vehicle Manufacturer Agreements and/or Vehicle Manufacturer Guarantees.

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

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

“Currency Hedge Agreement” means a currency swap or exchange agreement, currency exchange option or any other similar agreement, however denominated, entered into on behalf of a Conduit Senior Noteholder for hedging purposes, as any of the foregoing may be amended, restated, supplemented or otherwise modified, from time to time.

“Currency Hedging Breakage Costs” means, solely with respect to the applicable Conduit Senior Noteholder, for any Settlement Date, an amount (which may be negative) equal to:

less

provided that:

19

“Data Protection Legislation” means EU General Data Protection Regulation (EU) 2016/679 and all other applicable data protection and data privacy laws and regulations.

“DBRS Morningstar” means DBRS, Inc.

“DBRS Morningstar Equivalent Rating” means, with respect to any date and any Person with respect to whom DBRS Morningstar does not maintain a public Relevant DBRS Morningstar Rating as of such date:

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 Morningstar Rating for such Person as of such date; and

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 Morningstar Rating for such Person as of such date.

“Deemed FleetCo Advance Drawdown Date” means the first Business Day after the relevant Original FleetCo Advance Drawdown Date specified in the relevant FleetCo Advance Drawdown Notice, if the relevant Original FleetCo Advance Drawdown Date is not a Business Day (in respect of Dutch FleetCo) in Spain or Germany or The Netherlands or (in respect of Italian FleetCo) in Italy or (in respect of French FleetCo) in France.

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

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

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Issuer Security Trustee or the FleetCo Security Agent (as the case may be).

“Depreciation Charge” means, with respect to each Vehicle, the product of (a) the Depreciation Percentage applicable to the month ending on the Calculation Date at issue and (b) the applicable Capitalised Costs.

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

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

provided that, with respect to the foregoing determinations, such determinations shall be made no less frequently than on each Calculation Date falling in March, June, September and December of each year and on each additional date as may be required by GAAP.

“Disposal Proceeds” means the proceeds of sale of any Non-Programme Vehicle (net of any costs (if any) incurred) in relation to the relevant sale or any Programme Vehicle where such sale is other than under the terms of a Vehicle Dealer Buy-Back Agreement or a Vehicle Manufacturer Buy-Back Agreement.

“Disposition Adjustment” means, in relation to any calendar month, the aggregate of:

“Disposition Adjustment Percentage” means, in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable), the highest, for any calendar month within the preceding [Redacted] calendar months, of a percentage equal to [Redacted] relating to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) for the immediately preceding Measurement Month relating to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France (as applicable) as of the Calculation Date within such calendar month. For the avoidance of doubt, in relation to Dutch FleetCo in The Netherlands or French FleetCo in France (as applicable), the Disposition Adjustment Percentage shall be calculated with respect to the first Measurement Month following the Dutch Accession Date or the Initial French Funding Date (as applicable).

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“Dispute” means a dispute arising out of or in connection with the relevant Transaction Document (including a dispute regarding the existence, validity or termination of such Transaction Document, any non-contractual obligations arising out of or in connection with such Transaction Document or the consequences of its nullity).

“Dutch Accession Date” means 21 May 2014.

“Dutch Account Bank Agreement” means the agreement dated on or about 21 May 2014 pursuant to which Dutch FleetCo appoints the Dutch FleetCo Dutch Account Bank.

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

“Dutch Bank Account” means the bank account maintained by Dutch FleetCo with ABN AMRO Bank N.V. in The Netherlands with account number [Redacted].

“Dutch Bank Account Priority of Payments” means the priority of payments set out in clause 4.3.46 (Dutch Bank Account) of the Framework Agreement.

“Dutch FleetCo” means Fincar Fleet B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office at Rapenburgerstraat 175B, 1011 VM Amsterdam, The Netherlands and registered with the Dutch Trade Register (Handelsregister) of the chamber of commerce (Kamer van Koophandel) under the number 5522 7732.

“Dutch FleetCo Account Bank Operators” means the Dutch FleetCo Spanish Account Bank Operator, the Dutch FleetCo German Account Bank Operator and the Dutch FleetCo Dutch Account Bank Operator and each a “Dutch FleetCo Account Bank Operator”.

“Dutch FleetCo Corporate Services Providers” means Intertrust (Netherlands) B.V. and Vistra B.V., each appointed as the corporate services provider to Dutch FleetCo under the respective Dutch Corporate Services Agreement.

“Dutch FleetCo Deed of Charge” means the English law deed of charge dated on or about the Dutch Accession Date pursuant to which, among other things, Dutch FleetCo assigns, pledges and otherwise creates security over all its rights and interests in and to each of the English Transaction Documents in respect of its Vehicle Fleet in The Netherlands to which it is a party in favour of the FleetCo Security Agent.

“Dutch FleetCo Deed of Charge Secured Property” has the meaning given to it in the Dutch FleetCo Deed of Charge.

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

“Dutch FleetCo Dutch Account Bank Operator” means Deutsche Bank AG, London Branch.

“Dutch FleetCo Dutch Bank Account Pledge” means the Dutch law deed of pledge of bank accounts dated on or about the Dutch Accession Date and granted by Dutch FleetCo in favour of the FleetCo Security Agent.

“Dutch FleetCo Dutch Bank Accounts” means:

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“Dutch FleetCo Dutch Deed of Pledge of Receivables” means the Dutch law deed of pledge of receivables dated on or about the Dutch Accession Date granted by Dutch FleetCo in favour of the FleetCo Security Agent.

“Dutch FleetCo Dutch Expenses” means the fees, costs, charges and expenses to which Dutch FleetCo is liable to the Dutch FleetCo Corporate Services Providers in The Netherlands and all fees, costs, charges and expenses to which Dutch FleetCo is liable in relation to its premises, equipment rental, telephone line, registration fees, tax returns and other corporate administration services, in each case, in The Netherlands.

“Dutch FleetCo Dutch Opco Event of Default Priority of Payments” means the priority of payments in part 8 (Dutch FleetCo Dutch Opco Event of Default Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.

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

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

“Dutch FleetCo Dutch Reserve Account” means the EUR denominated reserve account in The Netherlands in the name of Dutch FleetCo and any sub-accounts thereof which may be opened and maintained with the Dutch FleetCo Dutch Account Bank from time to time.

“Dutch FleetCo Dutch Right of Pledge” means the Dutch law non-possessory right of pledge (bezitloos pandrecht) relating to the Vehicles owned by Dutch FleetCo dated on or about the Dutch Accession Date granted by Dutch FleetCo in favour of the FleetCo Security Agent.

“Dutch FleetCo Dutch Secured Property” means the assets from time to time secured by the Dutch FleetCo Dutch Security Documents.

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

“Dutch FleetCo Dutch Transaction Account” means the EUR denominated bank account held and administered by Dutch FleetCo Dutch Account Bank in the name of Dutch FleetCo with the account number (IBAN: [Redacted]).

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

“Dutch FleetCo German Account Bank Operator” means Deutsche Bank AG, London Branch.

“Dutch FleetCo German Bank Accounts” means:

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

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

“Dutch FleetCo German Reserve Account” means the EUR denominated reserve account in Germany in the name of Dutch FleetCo and any sub-accounts thereof opened and maintained with the Dutch FleetCo German Account Bank and with account number [Redacted].

“Dutch FleetCo German Secured Property” means the assets from time to time secured by the FleetCo German Security Documents, the Dutch Receivables Pledge, the Dutch FleetCo German VAT Pledge, (to the extent of the Dutch FleetCo Level German Advances Proportion) the Dutch FleetCo Share Pledge and the German FleetCo Deed of Charge.

“Dutch FleetCo German Transaction Account” means the EUR denominated bank account held and administered by Dutch FleetCo German Account Bank in the name of Dutch FleetCo with the account number [Redacted].

“Dutch FleetCo German VAT Pledge” means the Dutch law pledge between, among others, German Opco and Dutch FleetCo, in respect of the VAT Amount and the Third Party Purchase Price VAT Amount.

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

to

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such ratio expressed as a percentage.

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

to

such ratio expressed as a percentage.

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

to

such ratio expressed as a percentage.

“Dutch FleetCo Management Documents” means:

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“Dutch FleetCo Premises Lease Agreement” means the lease agreement dated 22 June 2012 between Pinnacle Offices B.V. and Dutch FleetCo.

“Dutch FleetCo Secured Creditors” means the Dutch FleetCo Dutch Account Bank, the Dutch FleetCo Dutch Account Bank Operator, the FleetCo Dutch Back-up Cash Manager and, with respect to obligations incurred by Dutch FleetCo acting with respect to its Vehicle Fleet in The Netherlands, the Central Servicer, the Liquidation Agent, the FleetCo Security Agent (including any Receiver or Appointee thereof) and the Issuer.

“Dutch FleetCo Share Pledge” means the deed of the pledge of shares by the shareholders of Dutch FleetCo over all the shares of Dutch FleetCo dated 5 March 2013, as amended on or about the Dutch Accession Date.

“Dutch FleetCo Spanish Account Bank” means Deutsche Bank S.A.E. or its successor or replacement appointed under the Spanish Account Bank Agreement.

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

“Dutch FleetCo Spanish Bank Accounts” means:

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“Dutch FleetCo, Spanish Branch” means the Spanish branch of Dutch FleetCo with company registration number [Redacted], with company domicile at Avenida Manoteras 32, 28050 Madrid and tax identification number [Redacted].

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

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

“Dutch FleetCo Spanish Reserve Account” means the reserve account in Spain in the name of Dutch FleetCo, Spanish Branch and which may, from time to time, be opened and maintained with the Dutch FleetCo Spanish Account Bank.

“Dutch FleetCo Spanish Secured Property” means the assets from time to time secured by the FleetCo Spanish Security Documents, the Spanish FleetCo Deed of Charge and, to the extent of the Dutch FleetCo Level Spanish Advances Proportion, the Dutch FleetCo Share Pledge.

“Dutch FleetCo Spanish Transaction Account” means the bank account in Spain in the name of Dutch FleetCo, Spanish Branch with the account number [Redacted] (IBAN: [Redacted]).

“Dutch GAAP” means the whole body of Dutch authoritative accounting literature, including the Dutch Civil Code (Burgerlijk Wetboek) and the Dutch Accounting Standards published by the Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving).

“Dutch Initial Purchase Price” means, in relation to a Vehicle in The Netherlands, the purchase price or other consideration payable by Dutch Opco to the Vehicle Manufacturer or Vehicle Dealer for the purchase by Dutch Opco of such Vehicle as provided in the relevant Vehicle Manufacturer Agreement and Vehicle Dealer Agreement, plus VAT and Charge Costs.

“Dutch Onward Purchase Price” means, in respect of any Vehicle in The Netherlands, the purchase price as specified in the Purchase Offer and Lease Request payable by Dutch FleetCo to Dutch Opco which (i) for a Vehicle other than a Dutch Opco Existing Fleet Vehicle shall be equal to the Dutch Initial Purchase Price payable by Dutch Opco with regard to such vehicles (which price, for these purposes, includes VAT charged by Dutch Opco to Dutch FleetCo) and (if necessary) calculated by way of breakdown of the aggregate price for each type of vehicle subject to the respective Purchase Offer and Lease Request or (ii) for a Dutch Opco Existing Fleet Vehicle shall be equal to the Net Book Value on the Dutch Accession Date for such Dutch Opco Existing Fleet Vehicle plus VAT.

“Dutch Opco” means Avis Budget Autoverhuur B.V.

“Dutch Opco Existing Fleet Vehicle” means each Eligible Vehicle (i) in respect of which Dutch Opco has paid the Initial Purchase Price in full to the relevant Vehicle Manufacturer or Vehicle Dealer prior to the date of the Master Dutch Fleet Purchase Agreement and (ii) which Dutch Opco owns prior to the date of the Master Dutch Fleet Purchase Agreement.

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

“Dutch Parallel Debt” has the meaning given to it in clause 16.2 (Parallel Debt) of the Framework Agreement.

“Dutch Receivables Pledge” means the receivables pledge dated 5 March 2013 entered into by, among others, Dutch FleetCo and the FleetCo Security Agent.

“Dutch Transaction Documents” means:

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

“Dutch VAT Lender” means Avis Finance Company Limited.

“Dutch VAT Loan Agreement” means the Dutch VAT Loan Agreement dated on or about the Dutch Accession Date and entered into between the Dutch VAT Loan Borrower and the Dutch VAT Lender.

“Dutch VAT Loan Borrower” means Dutch FleetCo.

“Dutch VAT Refund” has the meaning given to it in the Dutch VAT Loan Agreement.

“Dutch VAT Refund Ledger” means the ledger on which Dutch VAT Refunds recovered by Dutch FleetCo from the Dutch Tax Authorities are recorded.

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“Dutch Vehicle Certificates” means, in respect of Vehicles in The Netherlands in relation to which an Individual Purchase and Lease Agreement has been concluded, the registration documents regarding such vehicles and certificates of conformity, including, but not limited to, the ownership codes (tenaamstellingscode) and the vehicle registration cards.

“Dutch Vehicle Documents” means, in respect of Vehicles in The Netherlands, the keys and spare keys to the Vehicles, the Dutch Vehicle Certificates and the certificates of conformity.

“Early Termination Payment” means, in the event that a FleetCo turns back any Programme Vehicle to a Vehicle Manufacturer or Vehicle Dealer, as applicable, under a Vehicle Dealer Buy-Back Agreement or Vehicle Manufacturer Buy-Back Agreement before the end of the relevant Programme Minimum Term (where applicable), an amount equal to the excess, if any, of (a) the Termination Value of such Programme Vehicle (as of the Turn-back Date) over (b) the sum of the Vehicle Manufacturer Repurchase Price received (or receivable) with respect to such Programme Vehicle and any Programme Vehicle Special Default Payments payable by the Lessee in respect of such Programme Vehicle.

“Effective Date” has the meaning given to it in the English law termination deed dated on or about the Signing Date in respect of the termination of the IFF.

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

“Eligible Issuer LC Provider” means a person:

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

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

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

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

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;

30

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

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

provided that:

“encumbrance” means a Security Interest.

“Enforcement Action” means:

31

except that the following shall not constitute Enforcement Action:

32

“Enforcement Notice” means:

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

33

“Equivalent Rating Agency” means each of Fitch, Moody’s and S&P.

“Equivalent Rating Agency Rating” means, with respect to any Equivalent Rating Agency and any Person as of any date of determination, the Relevant Rating by such Equivalent Rating Agency with respect to such Person as of such date.

“Estimated Lease Expiration Date” has the meaning given to it in paragraph 5, part 2, annex 1 to schedule 1 of the Master German Fleet Purchase Agreement.

“Estimated Lease Term” means, in relation to any relevant Vehicle leased under the Master German Fleet Lease Agreement, the period from (and including) the relevant Lease Commencement Date to (and including) the Estimated Lease Expiration Date.

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

“EU Insolvency Regulation” means Council Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

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

as of 11:00 a.m. (Paris time) on the Interest Determination Date. If any such applicable Screen Rate or Reference Bank Rate is below zero, EURIBOR will be deemed to be zero.

“Euro”, “euro”, “€” and “EUR” each means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty of Lisbon amending the Treaty on European Union and the Treaty establishing the European Community (signed at Lisbon on 13 December 2007).

“Euro Equivalent” means, in relation to an amount denominated or expressed in any currency other than Euro, the equivalent thereof in Euro calculated at the Transaction Agent’s spot rate of exchange as at the relevant date of determination.

34

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

35

36

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:

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:

37

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;

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;

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:

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

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breach of the Issuer Borrowing Base Test and the Country Asset Value Test:

the amount of the Issuer Reserves is less than the Issuer Reserve Required Amount and such shortfall continues for a period of at least 3 Business Days.

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

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

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

“Excess Payment” has the meaning given to it in clause 14 (Fees, Traffic Penalties and Fines) of the Master German Fleet Lease Agreement, clause 15 (Fees, Traffic Penalties and Fines) of the Master Dutch Fleet Lease Agreement, clause 16 (Fees, Traffic Penalties and Fines) of each Italian Master Lease Agreement and clause 17 (Fees, Traffic Penalties and Fines) of each of the Spanish Master Lease Agreement and the French Master Lease Agreement.

“Excess Swap Collateral” means an amount equal to the value of the collateral (or the applicable part of any collateral) provided by any Issuer Hedge Counterparty to the Issuer in respect of the relevant Issuer Hedge Counterparty’s obligations to transfer collateral to the Issuer under the relevant Issuer Hedging Agreement, which is in excess of that Issuer Hedge Counterparty’s liability to the Issuer under the relevant Issuer Hedging Agreement as at the date of termination of the transaction under the relevant Issuer Hedging Agreement, or which the relevant Issuer Hedging Counterparty is otherwise entitled to have returned to it under the terms of the relevant Issuer Hedging Agreement.

“Excluded Payments” means, in relation to a Programme Vehicle or a Non-Programme Vehicle, any amounts paid into the relevant FleetCo Bank Account:

in reimbursement for repair work performed on such Vehicle by the Lessee (at its own cost), where such work is covered by warranty;

in relation to insurance proceeds paid in respect of a Vehicle which has been purchased by Opco from FleetCo (including, without limitation, a Casualty);

in respect of a Vehicle which is owned by Opco;

in error to FleetCo to which FleetCo is not contractually entitled;

in respect of a Dutch VAT Refund or a Maggiore Italian VAT Refund;

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

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.

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“Excluded Vehicle Manufacturer Receivables” means, at any time and in relation to Dutch FleetCo in Spain, Dutch FleetCo in Germany, Dutch FleetCo in The Netherlands, Italian FleetCo in Italy or French FleetCo in France, any Vehicle Manufacturer Receivables in respect of which a Vehicle Manufacturer Event of Default has occurred.

“Execution or Distress Event” means any execution, expropriation, attachment, sequestration or distress is levied against or affects, or an encumbrancer takes possession of, the whole or any part of the property, undertaking or assets of any person, the aggregate value of which property, undertaking or assets of all such person and the same is not discharged within 10 Business Days of such execution, expropriation, attachment, sequestration, levy or taking of possession.

“Existing Senior Noteholder” has the meaning given to it in clause 21.4 (Transfers by Senior Noteholders; Accession of further Senior Noteholders) of the Issuer Note Issuance Facility Agreement.

“Expected Maturity Date” means [Redacted] after the Scheduled Amortisation Commencement Date.

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

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

“Facility Office” means the office or offices notified by a Senior Noteholder to the Transaction Agent in writing on or before the date it becomes a Senior Noteholder (or, following that date, by not less than five Business Days’ written notice without any consent required) as the office or offices through which it will perform its obligations under this Agreement;

“FATCA” means:

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 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.

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“FATCA Application Date” means:

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

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

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

“FATCA Deduction” means a deduction or withholding from a payment under a Transaction Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Issuer Secured Creditor or FleetCo Secured Creditor is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

“FCT” means FCT CarFin, a fonds commun de titrisation jointly established by the FCT Management Company and the FCT Custodian on the FCT Establishment Date and governed by Articles L. 214-167 to L. 214-186 and Articles R. 214-217 to R. 214-235 of the French Code monétaire et financier and the FCT Regulations.

“FCT Account” means the segregated EUR denominated bank account opened on behalf of the FCT with the FCT Custodian, the details of which are set out in clause 24.1 of the FCT Regulations.

“FCT Available Funds” means an amount calculated on each Issuer Determination Date, without double counting:

“FCT Custodian” means CACEIS Bank France acting as custodian for the FCT and as account bank for the FCT.

“FCT Establishment Date” means the date on which the FCT is established, such date falling on the Initial French Funding Date.

“FCT Event of Default” means any of the events set out in schedule 4 part 4 to the Framework Agreement.

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“FCT Management Company” means Eurotitrisation, a société anonyme incorporated under the laws of France under registration number [Redacted], having its registered office at 41, rue Delizy 93500, Pantin, France, duly licensed as a société de gestion de portefeuille under number [Redacted] and authorised by the Autorité des Marchés Financiers for the management of securitisation funds, and any successor or replacement thereof.

“FCT Minimum Required Re-Selling Price” means the purchase price payable to the FCT by any acquirer of the FleetCo French Loan Receivables and the FleetCo French Related Security under clause 6 of the FCT Transfer and Servicing Agreement which provides the FCT with sufficient funds, together with the FCT’s temporarily available cash (if any), to pay all amounts due in respect of principal, interest and other amounts due to the FCT Noteholder and the FCT Residual Unitholder and repay all sums due by the FCT under the Issuer Transaction Documents , if any.

“FCT Noteholder” means the registered holder of the Variable Funding Note as recorded in the FCT Register.

“FCT Offer to Sell” means the offer issued by the FCT Management Company, acting on behalf of the FCT, in accordance with clause 6 of the FCT Transfer and Servicing Agreement to the relevant potential purchaser in respect of the purchase of any FleetCo French Loan Receivables from the FCT.

“FCT Payment Date” means each FleetCo Advance Repayment Date and each Settlement Date.

“FCT Priority of Payments” means the priority of payments in part 7 (FCT Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement.

“FCT Refinancing Fee” means a refinancing fee of an amount equal to the aggregate amount of all fees, costs and expenses specified in clause 25 (FCT Fees) of the FCT Regulations (net of the aggregate amount of any taxes) due and payable by the French FleetCo (in its capacity as French FleetCo) to the French Intermediary Bank in accordance with the relevant provisions of the FleetCo French Facility Agreement in order to refinance all the relevant fees, costs and expenses payable to the FCT Management Company, the FCT Custodian, the FCT Servicer, the FCT Statutory Auditor and the FCT Registrar in accordance with the FCT Regulations and the FCT Transfer and Servicing Agreement.

“FCT Register” means the register held by the FCT Registrar in relation to the Variable Funding Notes and the FCT Residual Units issued by the FCT, pursuant to and in accordance with the VFN Funding Agreement and the FCT Regulations.

“FCT Registrar” means CACEIS Corporate Trust.

“FCT Registrar Agreement” means the agreement entered into on 21 May 2014 between the FCT Registrar, the FCT Custodian and the FCT Management Company (acting on behalf of the FCT), as amended, varied or supplemented from time to time.

“FCT Regulations” means the regulations governing the FCT entered into on 21 May 2014 between the FCT Management Company and the FCT Custodian in accordance with Articles L.214-167 to L.214-189 and Articles R.214-217 to R.214-232-I of the French Code monétaire et financier as amended and supplemented from time to time.

“FCT Residual Unitholder” means the holder of the FCT Residual Units from time to time which will be CACIB on the FCT Establishment Date.

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“FCT Residual Units” mean the two residual units issued by the FCT on or before the FCT Initial Transfer Date which will be subscribed by CACIB.

“FCT Residual Units Purchase Option” means the call option granted by the FCT Residual Unitholder to Finco under paragraph 2 of the FCT Residual Units Subscription Form.

“FCT Residual Units Subscription Form” means the subscription form attached as schedule 1 to the FCT Regulations.

“FCT Servicer” means CACIB and any successor or replacement thereof.

“FCT Statutory Auditor” has the meaning given to it in the FCT Regulations.

“FCT Transaction Documents” means:

the FCT Registrar Agreement.

“FCT Transfer and Servicing Agreement” means the transfer and servicing agreement entered into on or about the French Accession Date between, inter alios, French FleetCo, the FCT (represented by the Management Company), the FCT Custodian the French Intermediary Bank and the FCT Servicer.

“FCT Transfer Date” means the date falling on the Initial French Funding Date.

“FCT Transfer Deed” means the transfer deed (acte de cession de créances) in the form of schedule 1 to the FCT Transfer and Servicing Agreement, to be delivered on the FCT Transfer Date by the French Intermediary Bank to the FCT Management Company, acting in the name and on behalf of the FCT in accordance with the relevant provisions of the FCT Transfer and Servicing Agreement.

“FCT Transfer Price” means, in relation to the FCT Transfer and Servicing Agreement and the FCT Regulations, the transfer price in respect of the FleetCo French Loan Receivables to be acquired by the FCT from the French Intermediary Bank on the FCT Transfer Date to be calculated and paid by way of instalments in accordance with the provisions of the FCT Transfer and Servicing Agreement.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the JPMorgan Chase Bank, N.A. from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the Transaction Agent Fee Letter, the Senior Noteholder Fee Letters and any other document designated by the Transaction Agent as a “Fee Letter”.

“Fiat Merger Completion Date” means the day upon which Fiat Chrysler Automobiles N.V. and Peugeot S.A. undergo a merger under which each such entity is merged into the Fiat-PSA Merged Entity.

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“Fiat-PSA Merged Entity” means the entity into which Fiat Chrysler Automobiles N.V. and Peugeot S.A.merge on the Fiat Merger Completion Date.

“Final Maturity Date” means [Redacted] after the Expected Maturity Date.

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

“Financial Institution” means a bank or credit institution whose activities include purchasing debt securities or other financial assets and lending monies, and includes each Initial Financial Institution Senior Noteholder and includes any special purpose entity which is funded wholly or principally by a bank or credit institution whose activities include purchasing debt securities or other financial assets and lending monies (excluding, for the avoidance of doubt, any Conduits).

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“Finco” means Avis Finance Company Limited.

“Finco Compliance Certificate” means the compliance certificate substantially in the form set out in part 3 (Form of Finco Compliance Certificate) of schedule 7 to the Framework Agreement signed by Finco and delivered by Finco.

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

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);

the occurrence of a Parent Change of Control;

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;

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

failure by Finco or its successor or replacement to comply with any of its payment obligations under the Finco Payment Guarantee.

“Finco Payment Guarantee” means the irrevocable guarantee and indemnity from Finco in favour of the FleetCo Security Agent (for and on behalf of itself and the other FleetCo Secured Creditors) in respect of: (i) the payment obligations of each Opco under the Transaction Documents to which such Opco is a party and (ii) the payment obligations of each FleetCo under the Transaction Documents to which such FleetCo is a party.

“Fitch” means Fitch Rating Ltd. or any successor to its European rating business.

“FleetCo” means each of Dutch FleetCo, French FleetCo and Italian FleetCo, as applicable and together, the “FleetCos”.

“FleetCo Account Bank” means, as applicable, the Italian FleetCo Account Bank, the French FleetCo Account Bank, the Dutch FleetCo German Account Bank, the Dutch FleetCo Dutch Account Bank or the Dutch FleetCo Spanish Account Bank.

“FleetCo Account Bank Agreement” means, as applicable, the Spanish Account Bank Agreement, the Dutch Account Bank Agreement, the German Account Bank Agreement, the French Account Bank Agreement or the Italian Account Bank Agreement.

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

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

“FleetCo Advance Drawdown Date” means the Original FleetCo Advance Drawdown Date or the Deemed FleetCo Advance Drawdown Date (as the case may be).

“FleetCo Advance Drawdown Notice” means a drawdown notice delivered by or on behalf of the relevant FleetCo to the Issuer or, in respect of French FleetCo, to the French Intermediary Bank, pursuant to which the relevant FleetCo irrevocably requests one or more funding of FleetCo Advances under the relevant FleetCo Facility Agreement and substantially in the form set out in the Framework Agreement.

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

“FleetCo Advance Interest Period” means, in respect of a FleetCo Advance:

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

“FleetCo Advances Proportion” means the FleetCo German Advances Proportion, the FleetCo Dutch Advances Proportion, the FleetCo French Advances Proportion, the FleetCo Italian Advances Proportion, the FleetCo Spanish Advances Proportion, the Dutch FleetCo Level German Advances Proportion, the Dutch FleetCo Level Dutch Advances Proportion and the Dutch FleetCo Level Spanish Advances Proportion, as applicable.

“FleetCo Available Funds” means an amount calculated on each FleetCo Determination Date in respect of each Country, the aggregate of, in each case without double counting:

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in relation to:

provided that:

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

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

“FleetCo Back-up Cash Manager” means the FleetCo Spanish Back-up Cash Manager, the FleetCo German Back-up Cash Manager, the FleetCo Dutch Back-up Cash Manager, the FleetCo French Back-up Cash Manager and the FleetCo Italian Back-up Cash Manager (as applicable).

“FleetCo Back-up Cash Manager Commencement Notice” means a commencement notice under the FleetCo Back-up Cash Management Agreement upon whose service the signing authority of the relevant FleetCo Back-up Cash Manager over the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts, the Dutch FleetCo German Bank Accounts, the Dutch FleetCo Dutch Bank Accounts and the French Bank Accounts (as applicable) shall become operative and upon receipt of which by the relevant FleetCo Back-up Cash Manager, such FleetCo Back-up Cash Manager shall become responsible for the services described in clause 2.4 (Scope of Services) of the FleetCo Back-up Cash Management Agreement.

“FleetCo Back-up Cash Manager Termination Event” means any of the termination events set out under clause 7.2 (Termination) of the FleetCo Back-up Cash Management Agreement.

“FleetCo Bank Accounts” means the Dutch FleetCo Spanish Bank Accounts, the Italian Bank Accounts, the French Bank Accounts, the Dutch FleetCo German Bank Accounts, the Dutch FleetCo Dutch Bank Accounts and the Dutch Bank Account.

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

“FleetCo Compliance Certificate” means, in respect of a FleetCo, the compliance certificate substantially in the form set out in part 2 (Form of FleetCo Compliance Certificate) of schedule 7 (Forms of Compliance Certificates) to the Framework Agreement.

“FleetCo Deed of Charge” means:

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

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

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

such ratio expressed as a percentage.

“FleetCo Dutch Back-up Cash Manager” means Deutsche Bank AG, London Branch and any successor or replacement thereof appointed under the FleetCo Back-up Cash Management Agreement.

“FleetCo Dutch Facility Agreement” means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which Dutch FleetCo will use to, among other things, purchase vehicles to comprise its Dutch fleet from manufacturers and dealers.

“FleetCo Dutch Secured Liabilities” means, in respect of Dutch FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo to the Dutch FleetCo Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any:

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

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

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

“FleetCo Event of Default” means any event of default as set out in part 2 (FleetCo Events of Default) of schedule 4 (Events of Default) to the Framework Agreement.

“FleetCo Excess Cash Amount” means, in relation to a FleetCo in a Country, the amount equal to the amount standing to the credit of any account of any FleetCo, excluding:

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:

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

the amount standing to the credit of:

“FleetCo Expected Maturity Date” means the Expected Maturity Date.

“FleetCo Facility Agreements” means each of the FleetCo German Facility Agreement, the FleetCo Italian Facility Agreement, the FleetCo Dutch Facility Agreement, the FleetCo French Facility Agreement and the FleetCo Spanish Facility Agreement.

“FleetCo French Advance” means each advance made by the French Intermediary Bank to French FleetCo under the FleetCo French Facility Agreement.

“FleetCo French Advance Receivables” means each and any receivable of the French Intermediary Bank towards the French FleetCo (whether existing (créances née), future (créances futures) or conditional (créances conditionnelles) in respect of the FleetCo French Advance(s) drawn down, or to be drawn down, by the French FleetCo under the FleetCo French Facility Agreement, subject to, and in accordance with, the relevant terms of the FleetCo French Facility Agreement, including any and all interest accrued thereon.

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

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such ratio expressed as a percentage.

“FleetCo French Back-up Cash Manager” means Deutsche Bank AG, London Branch or its replacement or successor as appointed under the FleetCo Back-up Cash Management Agreement.

“FleetCo French Facility Agreement” means a facility agreement between French FleetCo and the French Intermediary Bank, the proceeds of which French FleetCo will use to, among other things, purchase vehicles to comprise its French fleet.

“FleetCo French Facility Security” means the FleetCo French Related Security granted by French FleetCo in favour of the French Intermediary Bank as a security for the timely payment of any amount due under the FleetCo French Facility Agreement.

“FleetCo French Fee and Indemnity Receivables” means each and any receivable of the French Intermediary Bank towards the French FleetCo, whether existing (créances née), future (créances futures) or conditional (créances conditionnelles) which has arisen or will arise from the FleetCo French Facility Agreement and which does not characterise as a FleetCo French Advance Receivable. For the avoidance of doubt, any such receivable shall consist in particular of: (i) any taxes provided for in clause 7 (Tax Gross-up), clause 8 (Tax); (ii) any indemnities (including currency indemnities) provided for in clause 11 (Borrower’s Indemnities) in each case of the FleetCo French Facility Agreement; and (iii) any indemnities, taxes, costs and increased payments provided for in clause 10 (Fees, Costs and Expenses) of the FleetCo French Facility Agreement.

“FleetCo French Loan Receivables” means together the FleetCo French Advance Receivables and the FleetCo French Fee and Indemnity Receivables.

“FleetCo French Related Security” means, in respect to the French Transaction Documents and English Transaction Documents to which the French FleetCo is a party, any security granted or to be granted from time to time by the French FleetCo in favour of the French FleetCo Secured Creditors pursuant to the relevant terms of the FleetCo French Security Documents.

“FleetCo French Secured Liabilities” means, in respect of French FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by French FleetCo to the French FleetCo Secured Creditors on any current or other account or otherwise in any manner whatsoever, including under or in connection with any:

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

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

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

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

such ratio expressed as a percentage.

“FleetCo German Back-up Cash Manager” means Deutsche Bank AG, London Branch and any successor or replacement thereof appointed under the FleetCo Back-up Cash Management Agreement.

“FleetCo German Facility Agreement” means a facility agreement between Dutch FleetCo and the Issuer, the proceeds of which Dutch FleetCo will use to, among other things, purchase vehicles to comprise its German fleet from German Opco.

“FleetCo German Secured Liabilities” means, in respect of Dutch FleetCo, all present and future moneys, debts and liabilities due, owing or incurred by Dutch FleetCo to the German FleetCo Secured Creditors in any manner whatsoever, including on any current or other account or otherwise, including under or in connection with any:

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

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

“FleetCo Holdings” means CarFin Finance Holdings DAC, incorporated in Ireland with registered number 463657 and having its registered office at 1^st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland.

“FleetCo Holdings Corporate Services Provider” means Intertrust Finance Management (Ireland) Limited or any successor or replacement thereof appointed under the Issuer and FleetCo Holdings Corporate Services Agreement.

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