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Schedule 1: The Parties

Schedule 2 Form of email confirmation in relation to Vehicle Purchasing Agreements

Schedule 3 Amended and Restated Master Definitions Agreement

Schedule 4 Amended and Restated Framework Agreement

Schedule 5 Amended and Restated Central Servicing Agreement

Execution Page

CARFIN FINANCE INTERNATIONAL DAC, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1^st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the “Issuer” and the “FCT Noteholder”);

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Transaction Agent” and “Arranger”);

DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);

THE OPCOS, the SERVICERS and LESSEES listed in part 1 of Schedule 1 (The Parties) hereto including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

THE FLEETCOS listed in part 2 of Schedule 1 (The Parties) hereto;

AVIS BUDGET CAR RENTAL, LLC (the “Parent”);

AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer”, the “Avis Italian VAT Lender” and the “Maggiore Italian VAT Lender”);

AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);

THE ACCOUNT BANKS listed in part 3 of Schedule 1 (The Parties) hereto;

DEUTSCHE BANK AG, LONDON BRANCH (the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” the “Issuer Cash Manager”, the “FleetCo Dutch Back-up Cash Manager”, the “FleetCo French Back-up Cash Manager”, the “FleetCo German Back-up Cash Manager”, the “FleetCo Italian Back-up Cash Manager” and the “FleetCo Spanish Back-up Cash Manager”);

THE SENIOR NOTEHOLDERS listed in part 4 of Schedule 1 (The Parties) hereto (the “Senior Noteholders”) including UniCredit Bank AG (“Unicredit”) (the “2021 Acceding Noteholder”);

HSBC CONTINENTAL EUROPE (formerly named HSBC France), a société anonyme incorporated under French law, duly authorised as a credit institution (établissement de crédit), registered with the Trade and Companies Registry (Registre du Commerce et des Sociétés) of Paris under number 775 670 284, whose registered office is located at 38, avenue Kléber, 75116 Paris (the “Exiting Senior Noteholder”);

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

CARFIN FINANCE HOLDINGS DAC, a private limited company incorporated under the laws of 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”);

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

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

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

CACEIS BANK (the “FCT Custodian”);

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

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

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

Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013, as amended and restated by a third master amendment and restatement agreement dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014, as amended by a fifth master amendment deed dated 17 December 2014, as amended and restated by a sixth master amendment and restatement deed dated 16 April 2015, a seventh master amendment and restatement deed dated 22 January 2016, an eighth master amendment and restatement deed dated 15 April 2016, a ninth master amendment and restatement deed dated 16 May 2017, a tenth master amendment and restatement deed dated 30 May 2018 and an eleventh master amendment and restatement deed dated 3 November 2020 (the “Original Master Definitions Agreement”).

Certain of the Parties hereto entered into a Framework Agreement dated 5 March 2013, as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third master amendment and restatement agreement dated 21 May 2014, a fourth master amendment and restatement deed dated 15 December 2014, a seventh master amendment and restatement deed dated 22 January 2016, an eight master amendment and restatement deed dated 15 April 2016, a ninth master amendment and restatement deed dated 16 May 2017, a tenth master amendment and restatement deed dated 30 May 2018 and an eleventh master amendment and restatement deed dated 3 November 2020 (the “Original Framework Agreement”).

Certain of the Parties hereto entered into an Issuer Note Issuance Facility Agreement dated 5 March 2013 as amended by a second amendment agreement dated 15 April 2013 and the third master amendment and restatement deed dated 21 May 2014, as amended and restated by the fourth master amendment and restatement deed dated 15 December 2014 and the ninth master amendment and restatement deed dated 16 May 2017 and as amended by a tenth master amendmdent and restatement deed dated 30 May 2018 (the “Original Issuer Note Issuance Facility Agreement”).

Certain of the Parties hereto entered into a Central Servicing Agreement dated 5 March 2013, as amended by a second amendment agreement dated 15 April 2013 and a third amendment agreement dated 21 May 2014 and as amended and restated by a seventh master amendment and restatement deed dated 22 January 2016 (the “Original Central Servicing Agreement”).

Certain of the Parties hereto entered into a FleetCo German Facility Agreement dated 5 March 2013 as amended by a third master amendment and restatement deed dated 21 May 2014, a FleetCo Spanish Facility Agreement dated 5 March 2013 as amended by a third master amendment and restatement deed dated 21 May 2014, a FleetCo Italian Facility Agreement dated 5 March 2013 as amended and restated by an amendment and restatement agreement dated 22 January 2016, a FleetCo Dutch Facility Agreement dated 21 May 2014 and a FleetCo French Facility Agreement dated 21 May 2014 (the “Original FleetCo Facility Agreements”).

Certain of the Parties hereto entered into an Issuer Subordinated Facility Agreement dated 5 March 2013, as amended by a third master amendment and restatement deed dated 21 May 2014 and a fourth master amendment and restatement deed dated 15 December 2014 (the “Original Issuer Subordinated Facility Agreement”).

Certain of the Parties hereto entered into an Italian VAT Loan Agreement dated 5 March 2013, as amended and restated by a seventh master amendment and restatement deed dated 22 January 2016 (the “Original Italian VAT Loan Agreement”), a Maggiore Italian VAT Loan Agreement dated 22 January 2016 (the “Original Maggiore Italian VAT Loan Agreement”) and a Dutch VAT Loan Agreement dated 21 May 2014, as amended and restated by a seventh master amendment and restatement deed dated 22 January 2016 (the “Original Dutch VAT Loan Agreement”, together with the Original Italian VAT Loan Agreement and the Original Maggiore Italian VAT Loan Agreement, the “Original VAT Loan Agreements”).

The Parties have agreed to amend and restate the Original Master Definitions Agreement, the Original Framework Agreement and the Original Central Servicing Agreement and to amend the Original Issuer Note Issuance Facility Agreement, the Original Issuer Subordinated Facility Agreement, the Original FleetCo Facility Agreements, the Original VAT Loan Agreements and the Transaction Documents on the terms and conditions set out below.

Definitions and Interpretation

Unless otherwise defined herein or the context otherwise requires, terms defined in the Original Master Definitions Agreement (as amended or amended and restated from time to time) have the same meaning in this Deed. Subject to Clause 1.2 below, the provisions of clause 2 (Principles of Interpretation and Construction) of the Original Master Definitions Agreement (as amended or amended and restated from time to time) shall apply herein as if set out in full herein and as if references therein to a “Relevant Agreement” were to this Deed. In addition, “Amendment Date” has the meaning given in Clause 12 (Amendment Date).

A reference to a “Clause” is a reference to a clause of this Deed.

Amendment and Restatement of the Original Master Definitions Agreement

Amendment and Restatement of the Original Framework Agreement

Amendment and Restatement of the Original Central Servicing Agreement

Amendments to the Original Issuer Note Issuance Facility Agreement

by deleting clause 7.1.5 in its entirety and replacing it with the following:

by deleting clause 7.3.1 in its entirety and replacing it with the following:

Amendments to the Original FleetCo Facility Agreements

Amendments to the Original Issuer Subordinated Facility Agreement

Amendments to the Original VAT Loan Agreements

The Original Avis Italian VAT Loan Agreement shall be amended by deleting the definition of “VAT Loan Advance Drawdown Notice” and replacing it with the following:

The Original Maggiore Italian VAT Loan Agreement shall be amended by deleting the definition of “Maggiore Italian VAT Loan Advance Drawdown Notice” and replacing it with the following:

The Original Dutch VAT Loan Agreement shall be amended by deleting the definition of “Dutch VAT Loan Advance Drawdown Notice” and replacing it with the following:

Amendments to the Transaction Documents

The Parties hereby agree that the Transaction Documents shall be amended such that:

any reference to the terms “Fleetco Advance Drawdown Notice” and “VFN Advance Drawdown Notice” shall be construed as a reference to “FleetCo Advance/VFN Advance Drawdown Notice”;

any reference to “part B (Form of FleetCo Advance Drawdown Notice) of schedule 14 (Forms of Drawdown Notices) to the Framework Agreement” and “part C (Form of VFN Advance Drawdown Notice) of schedule 14 (Forms of Drawdown Notices) to the Framework Agreement” shall be construed as a reference to “part B (Form of FleetCo Advance/VFN Advance Drawdown Notice) of schedule 14 (Forms of Drawdown Notices) to the Framework Agreement”; and

any reference to the terms “Subordinated Advance Drawdown Notice” and “VAT Loan Advance Drawdown Notice” (other than references to “VAT Loan Advance Drawdown Notice” in the Avis Italian VAT Loan Agreement) shall be construed as a reference to “Subordinated Advance/VAT Loan Advance Drawdown Notice”.

Form of Vehicle Purchasing Compliance Confirmation

The parties hereby agree that the obligation of a Related OpCo under:

Clause 2.3.1(c) of each Italian Mandate Agreement;

Clause 33.1 of the French Master Lease Agreement;

Clause 17.1 (Negotiation and Renewal of Vehicle Manufacturer Agreements and Vehicle Dealer Agreements) of the Master Dutch Fleet Purchase Agreement;

Clause 16.1 (Negotiation and Renewal of Vehicle Manufacturer Agreements and Vehicle Dealer Agreements) of the Master German Fleet Purchase Agreement; and

Schedule 1.1.1 (Negotiation and Renewal of Vehicle Purchasing Agreements) of the Spanish Servicing Agreement,

Schedule 7 of each of the Italian Servicing Agreements;

Schedule 5 of the French Master Lease Agreement;

Schedule 3 of the Master Dutch Fleet Purchase Agreement;

Schedule 4 of the Master German Fleet Purchase Agreement; and

Schedule 6 of the Spanish Servicing Agreement,

Securitisation Regulation Reports

Tesla Group Vehicle Purchasing Agreements

Amendment Date

Unless stated otherwise in this Deed, the Parties hereby agree that the amendments set out in Clause 2 (Amendment and Restatement of the Original Master Definitions Agreement), Clause 3 (Amendment and Restatement of the Original Framework Agreement), Clause 4 (Amendment and Restatement of the Central Servicing Agreement), Clause 5 (Amendments to the Issuer Note Issuance Facility Agreement), Clause 6 (Amendments to the FleetCo Facility Agreements), Clause 7 (Amendments to the Issuer Subordinated Facility Agreement), Clause 8 (Amendments to the VAT Loan Agreements) and Clause 9 (Amendments to the Transaction Documents) and the accession of the Acceding Senior Noteholders referred to in Clause 18 (Accession of new Senior Noteholders), (in each case except for the exit of the Exiting Senior Noteholder from the Transaction and thereby the removal of the Exiting Senior Noteholder from the Transaction Documents, which shall be effected by the operation of Clause 14 (Withdrawal Date)) shall be effective from and including the date (the “Amendment Date”) the Transaction Agent has received the following documents in form and substance satisfactory to the Transaction Agent:

a closing certificate dated the Amendment Date given by an authorised signatory of the Issuer, substantially in the form distributed to the Transaction Agent prior to signing this Deed, including confirmations that:

no Issuer Event of Default has occurred and is continuing or would result from the changes to the Senior Noteholder Commitments;

the Issuer Repeating Representations being repeated are true and correct;

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

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

a legal opinion of Clifford Chance LLP, legal advisers to the Parent in England, as to the capacity and authority of Avis Finance Company Limited and Avis Budget EMEA Limited;

a legal opinion of Clifford Chance LLP, legal advisers to the Parent in the Netherlands, as to the capacity and authority of Budget Autoverhuur B.V. and FinCar Fleet B.V;

a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Italy, as to the capacity and authority of Avis Budget Italia S.p.A and Avis Budget Italia S.p.A Fleet Co, S.A.p.A;

a legal opinion of Clifford Chance LLP, legal advisers to the Parent in Spain, as to the capacity and authority of Avis Alquile un Coche, S.A. and FinCar Fleet V.C. Sucusal on España;

a legal opinion of Clifford Chance Deutschland LLP, legal advisers to the Parent in Germany, as to the capacity and authority of Avis Budget Autovermietung GmbH & Co. KG;

a legal opinion of Clifford Chance LLP, legal advisers to the Parent in France, as to the capacity and authority of Avis Location de Voitures SAS and AB FleetCo;

a legal opinion of Linklaters LLP, legal advisors to the Arranger in Italy;

a rating letter in relation to the Senior Notes is received from DBRS Morningstar assigning an ‘A(sf)’ rating;

the issuance of Further Senior Notes to the 2021 Acceding Senior Noteholder shall be made in accordance with and subject to Clauses 18.1 and 20.1 of this Deed and the other applicable terms and conditions of the Issuer Transaction Documents, including the delivery of a Senior Advance Drawdown Notice and payment of the subscription price for the Further Senior Notes, in accordance with the terms thereof;

each Senior Noteholder has entered into a Senior Noteholder Fee Letter specifying, amongst other things, its Senior Noteholder Commitment.

Notwithstanding anything to the contrary contained herein, if for any reason this Deed fails to be effective on the Amendment Date, this Deed shall terminate and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed prior to the date hereof. The Transaction Agent shall notify the other parties hereto of the occurrence of the Amendment Date.

Withdrawal Date

The Parties hereby agree that the Exiting Senior Noteholder shall cease to be a Senior Noteholder, and thereby be removed from the Transaction Documents as a Senior Noteholder, from and including the date (the “Withdrawal Date”) of receipt in full by the Exiting Senior Noteholder of such Exiting Senior Noteholder’s respective Exiting Senior Noteholder Repayment Amount (such receipt to be confirmed by way of e-mail from the Exiting Senior Noteholder to the Transaction Agent promptly) including, with respect to the Exiting Senior Noteholder:

the Senior Note Principal Amount Outstanding of the Exiting Senior Noteholder’s Senior Note on the Withdrawal Date;

any accrued but unpaid interest on the Exiting Senior Noteholder’s Senior Note from and including the previous Settlement Date to but excluding the Withdrawal Date; and

any accrued but unpaid Non-Utilisation Fees from and including the previous Settlement Date to but excluding the Withdrawal Date.

Transaction Agent

In accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modification of Transaction Documents by the Transaction Agent) of the Framework Agreement, including the Schedules thereto, each Senior Noteholder hereby instructs and directs the Transaction Agent to consent to all the amendments required to be agreed by such Senior Noteholder as set out herein.

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

Issuer Security Trustee and FleetCo Security Agent

In accordance with clause 24.3.1 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement, including the Schedules thereto, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the Issuer Security Trustee to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the Issuer Security Trustee as set out herein.

In accordance with clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement, including the Schedules thereto, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the FleetCo Security Agent to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the FleetCo Security Agent as set out herein.

Senior Noteholders’ Consent

Accession of new Senior Noteholder

Notwithstanding any provision of the Issuer Note Issuance Facility Agreement (in particular clauses 4.1, 5.1 and 21.4 therein), each of the Parties to this Deed hereby consents to the accession of the Acceding Senior Noteholder as a new Senior Noteholder and the issuance of Further Senior Notes to them, as set out in, among other documents, the Senior Noteholder Accession Deed and the Senior Noteholder Fee Letter dated on or about the date of this Deed.

Removal of parties from the Transaction Documents

The Exiting Senior Noteholder proposes to cease to be a Senior Noteholder or a party to any of the Transaction Documents. On the Withdrawal Date:

the Senior Notes currently held by the Exiting Senior Noteholder shall be redeemed in full for an amount equal to the relevant Senior Note’s Senior Note Principal Amount Outstanding on the Withdrawal Date, plus any accrued but unpaid interest thereon and any accrued but unpaid Non-Utilisation Fees in each case to but excluding the Withdrawal Date (the “Exiting Senior Noteholder Repayment Amount”) and the Senior Noteholder Commitment of the Exiting Senior Noteholder shall be reduced to zero. Accordingly, the Exiting Senior Noteholder will no longer be a Senior Noteholder and will no longer be a party to any of the Transaction Documents;

accordingly, notwithstanding any provision of the Issuer Note Issuance Facility Agreement, on the Withdrawal Date, the Exiting Senior Noteholder shall surrender its Note Certificates and such Note Certificates shall be cancelled and the Issuer shall be required to pay to the Exiting Senior Noteholder an amount equal to the relevant Exiting Noteholder Repayment Amount through Issuer Available Funds derived from new Senior Noteholders’ Senior Advances made on the Amendment Date, and from Subordinated Debt advances;

With effect from and including the Withdrawal Date and subject to any obligations or liabilities which have accrued and remain outstanding immediately prior to the Withdrawal Date:

each party hereto hereby agrees that the Exiting Senior Noteholder shall cease to be a party to any Transaction Documents to which it was a party;

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

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

Senior Advance Drawdown Notice

Notwithstanding any provision of the Issuer Note Issuance Facility Agreement, no Senior Noteholder is obliged to pay, or procure the payment of, the subscription for the Further Senior Note for which it is subscribing in accordance with the Senior Advance Drawdown Notice dated on or about the date of this Deed until the Amendment Date.

Notwithstanding any provision in the Transaction Documents, the Parties hereby waive any notice period required to be observed in respect of the delivery of the Senior Advance Drawdown Notice to the Senior Noteholders (including UniCredit) in connection with the Senior Advance to be provided by the Senior Noteholders (including UniCredit) on or about the date of this Deed. The Issuer agrees to indemnify the Transaction Agent, the Issuer Security Trustee, the Issuer Cash Manager, the Registrar, each of the Senior Noteholders and their respective Affiliates, directors, officers, employees and agents (each, an “Indemnified Party”) against any cost, loss or liability incurred by that Indemnified Party as a result of funding, or making arrangements to fund, its participation in a Senior Advance requested by the Issuer in the Senior Advance Drawdown Notice dated on or about the date of this Deed but not made by reason of the Amendment Date not occurring on _____________ 2021 due to the operation of Clause 10 (Amendment Date).

Transaction Documents

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

By their acceptance of the terms of this Deed, each of the Issuer, the FleetCos and the Avis Obligors confirms that its obligations under the Transaction Documents to which it is a party will remain in full force and effect.

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

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

Confirmation of Guarantees

Avis Budget EMEA Limited as the guarantor under the Avis Europe Payment Guarantee hereby (i) expressly confirms that its obligations under the Avis Europe Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Avis Europe Payment Guarantee.

Finco as the guarantor under the Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the Finco Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Finco Payment Guarantee.

Confirmation and acknowledgement of Security

Illegality

Rights and Remedies

Counterparts

Incorporation of Common Terms

Third Party Rights

Governing Law and Jurisdiction

Governing Law

Clause 10 (Form of Vehicle Purchasing Compliance Confirmation) relates to amendments to:

the Master German Fleet Purchase Agreement and the Master Dutch Fleet Purchase Agreement (the “Dutch Law Provisions”); and

the Spanish Servicing Agreement (the Spanish Law Provisions”); and

Clause 6 (Amendments to the FleetCo Facility Agreements) and Clause 10 (Form of Vehicle Purchasing Compliance Confirmation) relate to amendments to:

the FleetCo French Facility Agreement and the French Master Lease Agreement respectively (the “French Law Provisions”); and

the FleetCo Italian Facility Agreement and the Italian Servicing Agreements respectively (the “Italian Law Provisions”),

Jurisdiction

Subject to the foregoing, each of the parties hereto hereby submits to the jurisdiction of the courts of England and Wales.

Each of the Parties hereto agrees for the benefit of each of the other Parties that the courts of Amsterdam, The Netherlands, shall have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes, which may arise out of or in connection with the Dutch Law Provisions and for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

Each of the Parties hereto agrees for the benefit of each of the other Parties that the courts of Madrid, Spain, shall have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes, which may arise out of or in connection with the Spanish Law Provisions and for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

Each of the Parties hereto agrees for the benefit of each of the other Parties that the Tribunal de Commerce de Paris shall have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes, which may arise out of or in connection with the French Law Provisions and for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

Each of the Parties hereto agrees for the benefit of each of the other Parties that the courts of Milan, Italy, shall have exclusive jurisdiction to hear and determine any suit, action or proceedings and to settle any disputes, which may arise out of or in connection with the Italian Law Provisions and for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

Name of Opcos

Registration number (or equivalent, if any)

Name of Servicers

Registration number (or equivalent, if any)

Name of Central Servicer

Registration number (or equivalent, if any)

Name of Lessees

Registration number (or equivalent, if any)

Name of Lessees

Registration number (or equivalent, if any)

Name of FleetCos

Jurisdiction of Incorporation and legal form

Registration number (or equivalent, if any)

Name of Account Bank

Registration number (or equivalent, if any)

Names of Senior Noteholders

Registration number (or equivalent, if any)

The following is a complete list of all Vehicle Manufacturer Agreements and Vehicle Dealer Agreements to which the Dutch OpCo is a party as at the date of this Email Confirmation:

[insert list] (the “Current Agreements”)

[In respect of the Email Confirmation delivered on 1 May 2022]

In respect of Vehicles in The Netherlands, all Current Agreements entered into by Dutch OpCo include provisions substantially the same as those set out in schedule 2 of the Master Dutch Fleet Purchase Agreement.

[In respect of all Email Confirmations delivered on and after 1 May 2023]

[We confirm that there have not been any material changes to the Current Agreements since the date on which an Email Confirmation was last delivered that required notification to the FleetCo Security Agent in accordance with clause 17.2 of the Master Dutch Fleet Purchase Agreement.]

[OR]

[We confirm that there have been material changes to the Current Agreements since the date on which an Email Confirmation was last delivered and that these changes have been notified to the FleetCo Security Agent to the extent required by clause 17.2 of the Master Dutch Fleet Purchase Agreement.]

Capitalised terms used herein have the meaning given in the Master Definitions Agreement originally dated 5 March 2013 as amended and/or restated from time to time thereafter and entered into by, among others, Carfin Finance International DAC as Issuer and Avis Budget Autoverhuur B.V. as Dutch OpCo.

The following is a complete list of all Vehicle Manufacturer Agreements and Vehicle Dealer Agreements to which the German OpCo is a party:

[insert list] (the “Current Agreements”)

[In respect of the Email Confirmation delivered on 1 May 2022]

In respect of Vehicles in Germany, all Current Agreements entered into by German OpCo include provisions substantially the same as those set out in schedule 3 of the Master German Fleet Purchase Agreement.

[In respect of all Email Confirmations delivered on and after 1 May 2023]

[We confirm that there have not been any material changes to the Current Agreements since the date on which an Email Confirmation was last delivered that required notification to the FleetCo Security Agent in accordance with clause 16.2 of the Master German Fleet Purchase Agreement.]

[OR]

[We confirm that there have been material changes to the Current Agreements since the date on which an Email Confirmation was last delivered and that these changes have been notified to the FleetCo Security Agent to the extent required by clause 16.2 of the Master German Fleet Purchase Agreement.]

Capitalised terms used herein have the meaning given in the Master Definitions Agreement originally dated 5 March 2013 as amended and/or restated from time to time thereafter and entered into by, among others, Carfin Finance International DAC as Issuer and Avis Budget Autovermietung GmbH & Co. KG as German OpCo.

The following is a complete list of all Vehicle Manufacturer Agreements and Vehicle Dealer Agreements to which the Dutch FleetCo, Spanish Branch is a party as at the date of this Email Confirmation:

[insert list] (the “Current Agreements”)

[In respect of the Email Confirmation delivered on 1 May 2022]

In respect of Vehicles in Spain, all Current Agreements entered into by Dutch FleetCo, Spanish Branch satisfy the Negotiation Guidelines to the extent required by schedule 2 of the Spanish Servicing Agreement and, in particular, include provisions the same or substantially the same as clause 4 (Volume Targets and Rebates), clause 7 (Repurchase Obligations unconditional), clauses 8.1.1 and 8.1.3 (Termination), clause 9 (Set-Off), clause 10.2 (Transfer to the Supplier) and clause 12.2 (Assignment by the Supplier) set out in schedule 2 of the Spanish Servicing Agreement.

[In respect of all Email Confirmations delivered on and after 1 May 2023]

[We confirm that there have not been any material changes to the Current Agreements since the date on which an Email Confirmation was last delivered that required notification to the FleetCo Security Agent in accordance with paragraph 1.1.3 of Part A of Schedule 1 to the Spanish Servicing Agreement.]

[OR]

[We confirm that there have been material changes to the Current Agreements since the date on which an Email Confirmation was last delivered and that these changes have been notified to the FleetCo Security Agent to the extent required by paragraph 1.1.3 of Part A of Schedule 1 to the Spanish Servicing Agreement.]

Capitalised terms used herein have the meaning given in the Master Definitions Agreement originally dated 5 March 2013 as amended and/or restated from time to time thereafter and entered into by, among others, Carfin Finance International DAC as Issuer and Avis Alquile un Coche S.A. as Spanish OpCo.

The following is a complete list of all Vehicle Manufacturer Agreements and Vehicle Dealer Agreements to which the French FleetCo is a party as at the date of this Email Confirmation:

[insert list] (the “Current Agreements”)

[In respect of the Email Confirmation delivered on 1 May 2022]

In respect of Vehicles in France, all Current Agreements entered into by French FleetCo satisfy the Negotiation Guidelines to the extent required by schedule 6 of the French Master Lease Agreement and, in particular, include provisions the same or substantially the same as clause 4 (Volume Targets and Rebates), clause 7 (Repurchase Obligations unconditional), clauses 8.1.1 and 8.1.3 (Termination), clause 9 (Set-Off), clause 10.2 (Transfer to the Supplier) and clause 12.2 (Assignment by the Supplier) set out in schedule 6 of the French Master Lease Agreement.

[In respect of all Email Confirmations delivered on and after 1 May 2023]

[We confirm that there have not been any material changes to the Current Agreements since the date on which an Email Confirmation was last delivered that required notification to the FleetCo Security Agent in accordance with clause 33.2 of the French Master Lease Agreement.]

[OR]

[We confirm that there have been material changes to the Current Agreements since the date on which an Email Confirmation was last delivered and that these changes have been notified to the FleetCo Security Agent to the extent required by clause 33.2 of the French Master Lease Agreement.]

Capitalised terms used herein have the meaning given in the Master Definitions Agreement originally dated 5 March 2013 as amended and/or restated from time to time thereafter and entered into by, among others, Carfin Finance International DAC as Issuer and Avis Location de Voitures SAS as French OpCo.

The following is a complete list of all Vehicle Manufacturer Agreements and Vehicle Dealer Agreements to which the Italian FleetCo is a party as at the date of this Email Confirmation:

[insert list] (the “Current Agreements”)

[In respect of the Email Confirmation delivered on 1 May 2022]

In respect of Vehicles in Italy, all Current Agreements entered into by Italian FleetCo satisfy the Negotiation Guidelines to the extent required by schedule 2 of the relevant Italian Servicing Agreement and, in particular, include provisions the same or substantially the same as clause 4 (Volume Targets and Rebates), clause 7 (Repurchase Obligations unconditional), clauses 8.1.1 and 8.1.3 (Termination), clause 9 (Set-Off), clause 10.2 (Transfer to the Supplier) and clause 12.2 (Assignment by the Supplier) set out in schedule 2 of the relevant Italian Servicing Agreement.

[In respect of all Email Confirmations delivered on and after 1 May 2023]

[We confirm that there have not been any material changes to the Current Agreements since the date on which an Email Confirmation was last delivered that required notification to the FleetCo Security Agent in accordance with clause 2.3.3 of the relevant Italian Mandate Agreement.]

[OR]

[We confirm that there have been material changes to the Current Agreements since the date on which an Email Confirmation was last delivered and that these changes have been notified to the FleetCo Security Agent to the extent required by clause 2.3.3 of the relevant Italian Mandate Agreement.]

Capitalised terms used herein have the meaning given in the Master Definitions Agreement originally dated 5 March 2013 as amended and/or restated from time to time thereafter and entered into by, among others, Carfin Finance International DAC as Issuer and Avis Budget Italia S.p.A. as Italian OpCo.

Ref: L-318101

Linklaters LLP

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2

3

4

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Schedule - The Parties

CARFIN FINANCE INTERNATIONAL DAC, incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1^st Floor, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland (the “Issuer” and the “FCT Noteholder”);

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “Transaction Agent” and the “Arranger”);

DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);

THE OPCOS, the SERVICERS and LESSEES listed in Part 1 of the Schedule (The Parties) including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as an Italian Opco under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);

THE FLEETCOS listed in Part 2 of the Schedule (The Parties);

AVIS BUDGET CAR RENTAL, LLC (the “Parent”);

AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer”, the “Dutch VAT Lender”, the “Avis Italian VAT Lender” and the “Maggiore Italian VAT Lender”);

AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);

THE ACCOUNT BANKS listed in Part 3 of the Schedule (The Parties);

DEUTSCHE BANK AG, LONDON BRANCH (the “Issuer Cash Manager”, the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” and, the “FleetCo Back-up Cash Manager”);

THE SENIOR NOTEHOLDERS listed in Part 4 of the Schedule (The Parties) (the “Senior Noteholders”);

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

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

DEFI AUTO LLC., a company duly incorporated under the laws of Delaware with registered number 2403201 (the “Liquidation Agent”);

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

CACEIS BANK, the “FCT Custodian”);

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

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

CARFIN FINANCE HOLDINGS DAC (the “FleetCo Holdings”); and

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

Definitions and Interpretation

to the extent that the Senior Notes are rated by one or more Rating Agencies, a bank or financial institution approved by the Transaction Agent which has a rating for its long-term unsecured, unsubordinated, unguaranteed debt obligations from at least two Rating Agencies of “Baa2” by Moody’s or “BBB” by S&P or “BBB” by Fitch or “BBB” by DBRS Morningstar, provided that each of Deutsche Bank S.A.E. and Deutsche Bank SpA, to the extent that either of them is or will become an Account Bank, will qualify as an Acceptable Bank in accordance with the Transaction Documents for so long as (i) Deutsche Bank

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

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

if the Interest Period End Date falls on or before:

the seventh day; or

if such seventh day is not a Business Day:

the Business Day immediately following such seventh day; or

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

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

the fourteenth day; or

if such fourteenth day is not a Business Day:

the Business Day immediately following such fourteenth day; or

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

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

the twenty-first day; or

if such twenty-first day is not a Business Day:

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

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

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

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

if such calendar day is not a Business Day:

the Business Day immediately following such calendar day; or

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

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

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

if such calendar day is not a Business Day:

the Business Day immediately following such calendar day; or

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

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

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

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

[Redacted] of the Combined Eligible Country Asset Value.

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

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

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 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.

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

plus the Assets in Progress Amount for such FleetCo.

the interest which a Senior Noteholder should have received for the period from the date of receipt of all or any part of its participation in a Senior Advance or Unpaid Sum to the last day of the current Senior Advance Interest Period in respect of that Senior Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Senior Advance Interest Period;

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

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

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.

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

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

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

the last day of such calendar month; and

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

in respect of Vehicles in Italy, Italian FleetCo;

in respect of Vehicles in Germany, German Opco;

in respect of Vehicles in Spain, Spanish Opco;

in respect of Vehicles in The Netherlands, Dutch Opco; and

in respect of Vehicles in France, French FleetCo,

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

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.

the aggregate of:

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

the Country Asset Value of Dutch FleetCo in Germany;

the Country Asset Value of Dutch FleetCo in The Netherlands;

the Country Asset Value of Italian FleetCo; and

the Country Asset Value of French FleetCo,

the aggregate of, without double counting:

the Extraordinary Depreciation Amount;

the Disposition Adjustment;

the Excess Concentration Amount; and

the aggregate of:

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

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

the purchase price for Vehicles;

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.

the percentage of the Eligible Vehicles in all Countries which are At Risk Assets not exceeding [Redacted],

the percentage of Eligible Vehicles in all Countries which are manufactured by the Volkswagen Group not exceeding:

if the Vehicle Manufacturer Group Rating Entity of the Volkswagen Group has a Relevant DBRS Morningstar Rating of “A(L)” or above by DBRS Morningstar; or

if the Vehicle Manufacturer Group Rating Entity of the Volkswagen Group does not have a Relevant DBRS Morningstar Rating, a DBRS Morningstar Equivalent Rating of “A(L)” or above,

if the Vehicle Manufacturer Group Rating Entity of the Volkswagen Group has a Relevant DBRS Morningstar Rating of below “A(L)” by DBRS Morningstar; or

if the Vehicle Manufacturer Group Rating Entity of the Volkswagen Group does not have a Relevant DBRS Morningstar Rating, a DBRS Morningstar Equivalent Rating of below “A(L)”,

the percentage of Eligible Vehicles in all Countries which are manufactured by the BMW Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the GM Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Stellantis Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Ford Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Honda Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Iveco Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Hyundai/Kia Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Mazda Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Daimler Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Mitsubishi Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Nissan Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Renault Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Tata Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Suzuki Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Toyota Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Volvo Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by the Piaggio Group not exceeding [Redacted];

(on and from the date of receipt of the Tesla Rating Agency Affirmation) the percentage of Eligible Vehicles in all Countries which are manufactured by the Tesla Group not exceeding [Redacted];

the percentage of Eligible Vehicles in all Countries which are manufactured by all the Vehicle Manufacturers that are not members of the Vehicle Manufacturer Groups listed in schedule 17 (Vehicle Manufacturer Group Table) to the Framework Agreement not exceeding [Redacted]; and

the percentage of Eligible Vehicles in all Countries that are sub-leased to Affiliates of the Avis Europe Group, licencees or sub-licensees not exceeding [Redacted] (such Vehicles, the “Relevant Vehicles”); and

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

the percentage of Eligible Vehicles in all Countries that are Service Vehicles not exceeding [Redacted]; and

the percentage of Eligible Vehicles in all Countries that are Light Duty Trucks not exceeding [Redacted],

any Avis Obligor or any of its advisers; or

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

is or becomes public information other than as a direct or indirect result of any breach by that Issuer Secured Creditor or FleetCo Secured Creditor of clause 12 (Confidentiality) of the Framework Agreement;

is identified in writing at the time of delivery as non-confidential by any Avis Obligor or any of its advisers; or

is known by that Issuer Secured Creditor or FleetCo Secured Creditor before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) after that date, from a source which is, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, unconnected with the Avis Obligors and which, in either case, as far as that Issuer Secured Creditor or FleetCo Secured Creditor (as the case may be) is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Moody’s

S&P

Fitch

DBRS

Morningstar

Moody’s

S&P

Fitch

DBRS

Morningstar

Spain (in respect of Dutch FleetCo’s Vehicle Fleet purchased in Spain);

Germany (in respect of Dutch FleetCo’s Vehicle Fleet purchased from German Opco);

The Netherlands (in respect of Dutch FleetCo’s Vehicle Fleet purchased from Dutch Opco);

Italy (in respect of Italian FleetCo); and

France (in respect of French FleetCo).

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

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,

the Fleet Payables Amount of the relevant FleetCo in such Country;

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.

Credit Enhancement Assets

Applicable rate

Credit Enhancement Assets

Applicable rate

the Asset Enhancement Amount; and

the Issuer Reserve Required Amount.

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

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

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

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

if such Person has an Equivalent Rating Agency Rating from three of the Equivalent Rating Agencies as of such date, then the median of the Corresponding DBRS Morningstar Ratings for such Person 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.

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

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

the product of:

the Disposition Adjustment Percentage in Spain; and

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

the product of:

the Disposition Adjustment Percentage in Germany; and

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

the product of:

the Disposition Adjustment Percentage in The Netherlands; and

the Net Book Value of At Risk Assets of Dutch FleetCo in The Netherlands;

the product of:

the Disposition Adjustment Percentage in Italy; and

the Net Book Value of At Risk Assets of Italian FleetCo in Italy; and

the product of:

the Disposition Adjustment Percentage in France; and

the Net Book Value of At Risk Assets of French FleetCo in France.

the Dutch FleetCo Dutch Transaction Account;

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

any Additional Accounts opened and maintained in accordance with the Dutch Account Bank Agreement.

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

(subject to Clauses 2.1(xxxiv) and (xxxv) hereof) the Dutch FleetCo Deed of Charge;

the Dutch FleetCo Dutch Deed of Pledge of Receivables;

the Dutch FleetCo Dutch Bank Account Pledge; and

the Dutch FleetCo Dutch Right of Pledge.

the Dutch FleetCo German Transaction Account;

the VAT Component and Charge Costs Component Trust Account; and

the Dutch FleetCo German Reserve Account.

the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement;

the sum of:

the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and

the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

the sum of:

the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement; and

the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement;

the sum of:

the aggregate outstanding FleetCo German Advances under the FleetCo German Facility Agreement;

the aggregate outstanding FleetCo Spanish Advances under the FleetCo Spanish Facility Agreement; and

the aggregate outstanding FleetCo Dutch Advances under the FleetCo Dutch Facility Agreement,

the management agreement entered into by Dutch FleetCo with J.J. van Ginkel, B.W. de Sonnaville and Vistra B.V. and dated 22 June 2012 as amended and restated on 5 March 2013 in respect of the provision of corporate administration services of Dutch FleetCo by Vistra B.V. and as most recently amended with effect as of 31 December 2015 in respect of the replacement of J.J. van Ginkel with Y. Theuns and as further amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo and as further amended on 28 October 2019 as concerning resignation of Mr N. Lo and appointment of Robert Hawley;

the management agreement entered into by Dutch FleetCo with P.D. Haverkamp and M. Hut and Intertrust (Netherlands) B.V. and dated 22 June 2012 as amended and restated on the Dutch Accession Date in respect of the provision of corporate administration services of Dutch FleetCo by Intertrust (Netherlands) B.V. and as further amended with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren and as further amended on 12 July 2019 as concerning resignation of Mr. G.J. Huizing and appointment of Mr. H.R.T. Kroner;

the letter of undertaking entered into, amongst others, by Vistra B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date as amended and restated with effect as of 31 December 2015 in respect of the replacement of J.J. van Ginkel with Y. Theuns as amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo as further amended and restated with effect as of the date of the deed of amendment and transfer entered into between Stichting Holding 2 Fincar Fleet, Stichting Vistra Beheer, Vistra Executives B.V. and Credit Agricole Corporate and Investment Bank in respect of among other things, the accession of Vistra Executives B.V. to, and the release of Stichting Vistra Beheer from its obligations under the letter of undertaking and as further amended and restated with effect as of 29 February 2016 in respect of the replacement of B.W. de Sonnaville with N.S. Lo and as further amended on 28 October 2019 as concerning resignation of Mr N. Lo and appointment of Robert Hawley;; and

the letter of undertaking entered into, amongst others, by Intertrust (Netherlands) B.V. dated 22 June 2012 as amended and restated on the Dutch Accession Date and as amended on 21 January 2015 in respect of the replacement of M. Hut with M. Posthumus and as further amended with effect as of 31 December 2015 in respect of the replacement of R. Posthumus with E.M. van Ankeren and as further amended on 12 July 2019 as concerning resignation of Mr. G.J. Huizing and appointment of Mr. H.R.T. Kroner.

the Dutch FleetCo Spanish Transaction Account; and

the Dutch FleetCo Spanish Reserve Account (if any).

the FleetCo Dutch Security Documents;

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

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

the Master German Fleet Lease Agreement; and

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

the Dutch FleetCo Dutch Security Documents;

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

the Dutch Account Bank Agreement;

the Dutch Account Mandate;

the Master Dutch Fleet Purchase Agreement;

the Master Dutch Fleet Lease Agreement; and

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

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

having (at the time of entry into of the relevant Issuer Hedging Agreement) a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating required by such Rating Agency; and

complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating (from a Rating Agency rating the Senior Notes) of at least “A” from Standard & Poor’s, Fitch or DBRS Morningstar and/or at least “A2” from Moody’s or such other rating as would not have an adverse impact on the rating of the Senior Notes; or

if the outstanding Senior Notes are not rated by a Rating Agency, complying with hedge counterparty rating agency criteria commensurate with a Senior Notes rating of at least “A” from Standard & Poor’s, Fitch or DBRS Morningstar and/or at least “A2” from Moody’s.

satisfactory to the Parent and the Transaction Agent;

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

that is a commercial bank having total assets in excess of [Redacted].

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

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

its VAT Receivables in Spain and France,

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

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

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

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

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

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

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;

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);

such vehicle is no more than (A) [Redacted] old in the case of Vehicles other than Vans, Light Trucks or Service Vehicles or (B) [Redacted] old in the case of Vans, Service Vehicles and Light Trucks, in each case, after the date of registration with the relevant authorities of such Vehicle; and

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

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

(in respect of the Issuer) the acceleration of any Liabilities of the Issuer or the making of any declaration that any Liabilities of the Issuer are prematurely due and payable (other than as a result of it becoming unlawful for a Senior Noteholder to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Issuer Transaction Documents) and (in respect of a FleetCo) the acceleration of any Liabilities of such FleetCo or the making of any declaration that any Liabilities of such FleetCo are prematurely due and payable (other than as a result of it becoming unlawful for the Issuer to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the relevant FleetCo Transaction Documents);

the making of any declaration that any Liabilities are payable on demand;

the making of a demand in relation to a Liability that is payable on demand;

the making of any demand against any of the Parent, Finco or Avis Europe in relation to the Parent Performance Guarantee, the Finco Payment Guarantee or the Avis Europe Payment Guarantee, respectively;

save to the extent permitted in accordance with clause 6 (Country Repayment Option) of the Framework Agreement, the exercise of any right to require any of the Avis Obligors, FleetCos or the Issuer to acquire any Liability (including exercising any put or call option against any such person for the redemption or purchase of any Liability);

the exercise of any right of set-off, account combination or payment netting against any of the Avis Obligors, FleetCos or the Issuer in respect of any Liabilities other than the exercise of any such right:

as Close-Out Netting by an Issuer Hedge Counterparty;

as Payment Netting by an Issuer Hedge Counterparty; or

which is otherwise expressly permitted under the Issuer Transaction Documents or FleetCo Transaction Documents to the extent that the exercise of that right gives effect to a payment that is permitted under the Framework Agreement; and

the suing for, commencing of or joining of any legal or arbitration proceedings against any of the Avis Obligors, FleetCos or the Issuer (as applicable) to recover any Liabilities;

the premature termination or close-out of any hedging transaction under any Issuer Hedging Agreement save as permitted under such Issuer Hedging Agreement;

the taking of any steps to enforce or require the enforcement of any Issuer Security by the Issuer Security Trustee (including the crystallisation of any floating charge forming part of the Issuer Security) or FleetCo Security by the FleetCo Security Agent (including the crystallisation of any floating charge forming part of the FleetCo Security);

the entering into of any composition, compromise, assignment or arrangement with any of the Avis Obligors, FleetCos or the Issuer (as applicable) which owes any Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities; or

the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator, examiner or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any of FleetCos or the Issuer (as applicable) which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such person’s assets or any suspension of payments or moratorium of any indebtedness of such person, or any analogous procedure or step in any jurisdiction,

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

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

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

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

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

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

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

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

the Framework Agreement;

this Agreement;

the Funds Flow Agreement;

the Tax Deed of Covenant;

the Issuer Note Issuance Facility Agreement;

the Issuer Subordinated Facility Agreement;

the Issuer Cash Management Agreement;

the Issuer Account Bank Agreement;

the Issuer Hedging Agreements;

the FleetCo Spanish Facility Agreement;

the FleetCo German Facility Agreement;

the FleetCo Dutch Facility Agreement;

the Central Servicing Agreement;

the FleetCo Back-up Cash Management Agreement;

the Avis Europe Payment Guarantee;

the Finco Payment Guarantee;

the Parent Performance Guarantee;

the Issuer Security Documents;

each FleetCo Deed of Charge;

the Liquidation Agency Agreement;

each Issuer Security Power of Attorney;

the Issuer Spain TRO Declaration of Trust;

the Fee Letters;

the Lessor Power of Attorney;

each FleetCo Security Power of Attorney;

the VFN Funding Agreement; and

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

Article 7 of the Commission Implementing Regulation (EU) 2020/1225; and

Article 7 of the Commission Delegated Regulation (EU) 2020/1224,

the applicable Screen Rate; or

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

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

technical failure:

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

in the case of the Central Servicer, German Opco, Dutch Opco, Dutch FleetCo or the Issuer, where such failure is due to technical reasons and such default is remedied by the Central Servicer, German Opco, Dutch Opco, Dutch FleetCo or the Issuer (as applicable) within 5 Business Days of the occurrence of such failure;

voluntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo, the FCT and Italian FleetCo, where such failure has occurred while a Voluntary Insolvency Event is continuing in respect of such Opco or such FleetCo and such default is remedied within 2 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 2 Business Days of such failure;

involuntary non-payment: in the case of any Italian Opco, Spanish Opco, Dutch Opco, French Opco, French FleetCo or the FCT and Italian FleetCo, where such failure has occurred while an Involuntary Insolvency Event is continuing in respect of such Opco or Italian FleetCo and such default is remedied within 10 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, exercised within 10 Business Days of such failure;

other non-payment:

in the case of any Relevant Person, where such default is remedied within 5 Business Days;

interest payments:

in the case of Dutch FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under (I) the FleetCo Spanish Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Spanish Opco or the Central Servicer to Dutch FleetCo; (II) the FleetCo German Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by German Opco or the Central Servicer to Dutch FleetCo; (III) the FleetCo Dutch Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Dutch Opco or the Central Servicer to Dutch FleetCo;

in the case of Italian FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and such default is remedied or the Italy Repayment Option is exercised, in each case, within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by any Italian Opco to Italian FleetCo;

in the case of French FleetCo, where such failure relates to payment of interest payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French Opco to French FleetCo;

in the case of the FCT, where such failure relates to payment of interest payable by it under a VFN Advance under the VFN Funding Agreement and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by French FleetCo to the FCT; or

in the case of the Issuer where such failure relates to payment of interest payable under a Senior Advance and such default is remedied within 5 Business Days, provided that such non-payment results directly from a non-payment under this paragraph (iv) by Italian FleetCo, the FCT or Dutch FleetCo (as applicable) to the Issuer; or

principal payments:

in the case of Dutch FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Spanish Facility Agreement, the FleetCo German Facility Agreement or the FleetCo Dutch Facility Agreement, and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an “Event of Default”;

in the case of Italian FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo Italian Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an “Event of Default”;

in the case of French FleetCo, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a FleetCo Advance under the FleetCo French Facility Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an “Event of Default”;

in the case of the FCT, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable by it under a VFN Advance under the VFN Funding Agreement and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an “Event of Default”; or

in the case of the Issuer, where such failure relates to payment (on any day other than the Final Maturity Date) of principal payable under a Senior Advance and, for the avoidance of doubt, a failure to pay such principal on the Final Maturity Date shall be an “Event of Default”;

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:

in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such breach is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French FleetCo, French Opco and the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and

in the case of the Issuer, Dutch FleetCo, Central Servicer, Dutch Opco and German Opco, such breach is not remedied within 20 Business Days, provided that such breach of representation or warranty is capable of being remedied;

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:

in the case of Spanish Opco, any Italian Opco, Italian FleetCo, French Opco, French FleetCo and the FCT, such failure to perform or comply is not remedied within 20 Business Days or (in respect of Spanish Opco) the Spain Repayment Option or (in respect of any Italian Opco or Italian FleetCo) the Italy Repayment Option or (in respect of French Opco, French FleetCo or the FCT) the France Repayment Option is, in each case, not exercised within 20 Business Days; and

in the case of the Issuer, Dutch FleetCo, the Central Servicer, Dutch Opco and German Opco, such failure to perform or comply is not remedied within 20 Business Days, provided that such failure is capable of being remedied;

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:

in the case of Security purported to be granted by Dutch FleetCo and where the relevant Security Document is expressed to be governed by Spanish law, such Default is remedied or the Spain Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default;

in the case of Security purported to be granted by Italian FleetCo and where the relevant Security Document is expressed to be governed by Italian law, such Default is remedied or the Italy Repayment Option is exercised, in each case, within 10 Business Days of the date of occurrence of such Default; and

in the case of security purported to be granted by French FleetCo and where the relevant Security Document is expressed to be governed by French law, such Default is remedied or the France Repayment Option is exercised in each case, within 10 Business Days from the date of occurrence or such Default;

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

Dutch FleetCo;

French FleetCo;

the FCT, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the France Repayment Option is exercised within 10 Business Days from the date of its occurrence;

Italian FleetCo, except if such event or circumstance is remedied within 10 Business Days of its occurrence or the Italy Repayment Option is exercised within 10 Business Days from the date of its occurrence; and

the Issuer;

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

a breach of the Country Asset Value Test in respect of Spain and such breach continues for a period of at least 5 Business Days or the Spain Repayment Option is not exercised within 5 Business Days from the date of such breach;

in the case of Dutch FleetCo, a breach of the Country Asset Value Test in respect of Germany or The Netherlands and such breach continues for a period of at least 5 Business Days from the date of such breach;

in the case of French FleetCo, a breach of the Country Asset Value Test in respect of France and such breach continues for a period of at least 5 Business Days or the France Repayment Option is not exercised within 5 Business Days from the date of such breach;

in the case of Italian FleetCo, a breach of the Country Asset Value Test in respect of Italy and such breach continues for a period of at least 5 Business Days or the Italy Repayment Option is not exercised within 5 Business Days from the date of such breach; and

in the case of the Issuer, a breach of the Issuer Borrowing Base Test and such breach continues for a period of at least 5 Business Days from the date of such breach; and

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.

which constitutes any rebates (if any) and any bonus (if any) for the purchase of such Vehicle, provided that neither such rebates nor bonus constitute the Capitalised Cost of any Vehicle or constitute any no-return bonus if such amount is taken into account for the purposes of clause 30.1 of the Master Dutch Fleet Lease Agreement and of each Italian Master Lease Agreement and of clause 31.1 of each of the French Master Lease Agreement and the Spanish Master Lease Agreement;

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.

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

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

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

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

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.

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

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,

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

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

the FCT Regulations;

the FCT Transfer and Servicing Agreement; and

the FCT Registrar Agreement.

any money borrowed (including any overdraft);

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

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

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

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

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