Common use of Effect of Amendment and Restatement Clause in Contracts

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Agreement, dated as of September 8, 2011 (the “Incremental Facilities Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it is a party:

Effect of Amendment and Restatement. Upon As of the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Coty Credit Agreement (including any contingent amendments thereto)Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Loans and the representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Coty Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Coty Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Coty Credit Agreement contained herein were set forth in an amendment to the Existing Coty Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in 192 accordance with or pursuant to the terms of this Agreement, the Existing Coty Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made Each reference in the Loan Documents to the Amended and Restated Existing Coty Credit Agreement dated shall, as of May 3the Restatement Effective Date, 2011 (be construed to be a reference to the Existing Coty Credit Agreement as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit by this Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Agreement, dated as of September 8, 2011 (the “Incremental Facilities Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it is a party:193

Effect of Amendment and Restatement. Upon As of the Second Restatement Effective Date, this Agreement shall amend, amend and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto)First Amended and Restated Loan Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit First Amended and Restated Loan Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit First Amended and Restated Loan Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit First Amended and Restated Loan Agreement contained herein were set forth in an amendment to the Existing Credit First Amended and Restated Loan Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit First Amended and Restated Loan Agreement or such document, instrument or other agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ][REMAINING SPACE INTENTIONALLY LEFT BLANK; IN WITNESS WHEREOF, 2011 Reference is made the parties hereto have caused this Agreement to the Amended and Restated Credit Agreement dated be duly executed as of May 3the date first above written. MGN (USA) INC., 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase BankBorrower By: Name: Title: By: Name: Title: CITIBANK, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each Administrative Agent By: Name: Title: CITIBANK, N.A., as a Lender Commitment: $170,000,000 By: Name: Title: SUBSIDIARIES As of the parties hereto hereby acknowledges and consents to the Incremental Facilities AgreementSecond Restatement Date Subsidiary Parent Ownership percentage Liens MGN America, dated as LLC MGN (USA) Inc. 67.32 % Pledged in favor of September 8, 2011 (the “Incremental Facilities Agreement”) Bank Leumi USA pursuant to Section 2.23 a Pledge and Security Agreement dated May 16, 2013. Gazit (1995) Inc. 32.68 % Pledged in favor of the Credit AgreementBank Leumi USA pursuant to a Pledge and Security Agreement dated May 16, 2013. Gazit First Generation LLC Gazit (1995) Inc. 100 % Pledged in favor of Bank Leumi USA pursuant to a Pledge and agrees with respect to each Loan Document to which it is a party:Security Agreement dated May 16, 2013. Gazit (1995) Inc. MGN (USA) Inc. 100 % — Gazit Group South America Inc. MGN (USA) Inc. 100 % — Gazit South America X.X. Xxxxx Group South America Inc. 10.0 % — Gazit-Globe Ltd. 90.0 % — Gazit Group USA, Inc. MGN (USA) Inc. 100.0 % — Gazit Acquisition Corp. Gazit Group USA, Inc. 100.0 % — Gazit Senior Care, Inc. ProMed Properties, Inc. 100.0 % — Royal Senior Care, LLC Gazit Senior Care, Inc. 100.0 % — ProMed Properties, Inc. Gazit Group USA, Inc. 100.0 % —

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. 101 EXHIBIT B C Form of Guarantee and Collateral Acknowledgement [ ] [ ]March __, 2011 2013 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities AgreementSixth Amendment, dated as of September 8March 4, 2011 2013 (the “Incremental Facilities AgreementAmendment”) pursuant to Section 2.23 of the Credit Agreement, Agreement and agrees with respect to each Loan Document to which it is a party:

Effect of Amendment and Restatement. Upon (a) As of the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto)Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Loans and the representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made Each reference in the Loan Documents to the Amended and Restated Existing Credit Agreement dated shall, as of May 3the Effective Date, 2011 (be construed to be a reference to the Existing Credit Agreement as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit by this Agreement. (b) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Agreement, dated as of September 8, 2011 (the “Incremental Facilities Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document Documents to which it is a party:party and (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, subject to the terms thereof and notwithstanding the filing of any new Uniform Commercial Code financing statements on the Effective Date. 130 #96922345v9 Annex B to Amendment Agreement 2090545.02-NYCSR07A - MSW Annex B Form of Committed Loan Notice

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of Guarantee notice to or consent of any Lender except as expressly required by Section 10.1) to release each Existing Mortgaged Property. Notwithstanding the foregoing, (i) the amendments included in the Existing Credit Agreement contained in Section 10.1(d) and Collateral Acknowledgement [ ] [ ], 2011 Reference is made (e) of the Existing Credit Agreement and any amendments relating to the Amended extension or refinancing of Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the receipt by the Administrative Agent of written consent of each affected Tranche B Term Lender and Restated (ii) the amendments to the Existing Credit Agreement dated as contained in Section 2.11 of May 3this Agreement shall become effective upon the receipt by the Administrative Agent of written consent of the Majority Facility Lenders in respect of the Non-Extended Tranche B Term Facility and the Extended Tranche B Term Facility; provided that, 2011 (as amended from time to timein each case, the “Credit agreement of any Tranche B Term Lender to any amendment or modification of the Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each case of clause (i) above, after the parties hereto hereby acknowledges and consents to Prior Restatement Effective Date and, in the Incremental Facilities Agreementcase of clause (ii) above, dated as after the Restatement Effective Date, requiring the consent of September 8each affected Lender or such Majority Facility Lenders, 2011 (respectively, shall constitute the “Incremental Facilities Agreement”) pursuant to Section 2.23 consent of the Credit Agreement, and agrees such Tranche B Term Lender with respect to each Loan Document to which it is a party:thereto. 115

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each Loan Party executing a copy of this Guarantee and Collateral Acknowledgement confirms and agrees that notwithstanding the effectiveness of the parties hereto hereby acknowledges and consents to the Incremental Facilities AgreementFirst Amendment, dated as of September 8, 2011 (the “Incremental Facilities Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it such Person is a partyparty is, as of the date hereof, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by the First Amendment. By: [ ] Name: Title:

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. 105 106 EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ]May __, 2011 2013 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities AgreementSeventh Amendment, dated as of September 8May [ ], 2011 2013 (the “Incremental Facilities AgreementAmendment”) pursuant to Section 2.23 of the Credit Agreement, Agreement and agrees with respect to each Loan Document to which it is a party:

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Tranche B Term Facility Agreement, dated as of September 822, 2011 (the “Incremental Facilities Tranche B Term Facility Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it is a party:

Effect of Amendment and Restatement. Upon As of the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Coty Credit Agreement (including any contingent amendments thereto)Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Loans and the representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Coty Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Coty Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Coty Credit Agreement contained herein were set forth in an amendment to the Existing Coty Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Coty Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ], 2011 Reference is made Each reference in the Loan Documents to the Amended and Restated Existing Coty Credit Agreement dated shall, as of May 3the Restatement Effective Date, 2011 (be construed to be a reference to the Existing Coty Credit Agreement as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit by this Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Agreement, dated as of September 8, 2011 (the “Incremental Facilities Agreement”) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it is a party:* * * 204

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form of Guarantee Each Lender party hereto that is both a Revolving Lender and Collateral Acknowledgement [ ] [ ]a Tranche A Term Lender shall be deemed to have executed this Agreement in its capacity as both a Revolving Lender and a Tranche A Term Lender. Notwithstanding the foregoing, 2011 Reference is made the amendments to the Amended Existing Agreement contained in Section 10.1(d) and Restated Credit (e) of this Agreement dated as and any amendments relating to the extension or refinancing of May 3, 2011 (as amended from time Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the receipt by the Administrative Agent of written consent of each affected Tranche B Term Lender; provided that the agreement of any Tranche B Term Lender to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each any amendment or modification of the parties hereto hereby acknowledges and consents to Agreement after the Incremental Facilities Agreement, dated as Restatement Date requiring the consent of September 8, 2011 (each affected Lender shall constitute the “Incremental Facilities Agreement”) pursuant to Section 2.23 consent of the Credit Agreement, and agrees such Tranche B Term Lender with respect to each Loan Document to which it is a party:thereto.

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT 101 Exhibit B Form of Guarantee AMENDED AND RESTATED CREDIT AGREEMENT (CONFORMED VERSION)1 among AVIS BUDGET HOLDINGS, LLC, AVIS BUDGET CAR RENTAL, LLC, as Borrower, The Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent DEUTSCHE BANK SECURITIES INC., as Syndication Agent, CITICORP USA, INC, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and Collateral Acknowledgement [ ] [ ]THE ROYAL BANK OF SCOTLAND PLC, 2011 Reference is made to the Amended and Restated Credit Agreement dated as Co - Documentation Agents, Dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders JPMORGAN SECURITIES LLC and other parties thereto and JPMorgan Chase Bank, N.A.DEUTSCHE BANK SECURITIES INC., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each Joint Lead Arrangers and Joint Bookrunners 1 Reflecting First Amendment dated as of the parties hereto hereby acknowledges and consents to the August 1, 2011, Incremental Facilities Agreement, Agreement dated as of September 8, 2011 (the “2011, Tranche B Incremental Facilities Agreement”) pursuant to Agreement dated as of September 22, 2011, Incremental Revolving Commitment Agreement dated as of February 3, 2012, Second Amendment dated as of March 15, 2012, Third Amendment dated as of May 25, 2012, Incremental Commitment Agreement dated as of June 1, 2012, Fourth Amendment dated as of August 15, 2012, Incremental Commitment Agreement dated as of August 15, 2012, each Incremental Revolving Commitment Agreement dated as of October 4, 2012, Fifth Amendment dated as of February 15, 2013 and Section 2.23 3 of the Credit AgreementSixth Amendment dated as of March 4, and agrees with respect to each Loan Document to which it is a party:2013.

Effect of Amendment and Restatement. Upon The Amendment Agreement and this Agreement are intended to amend and restate in its entirety the Restatement Effective DateExisting Credit Agreement. This Agreement shall not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment or termination of any such obligations and liabilities. It is the intention of the parties to the Amendment Agreement and this Agreement to preserve and continue the perfection and priority of all security interests and Liens securing the “Obligations” (including pursuant to Section 9.05 of the Existing Credit Agreement) outstanding under and as defined in the Existing Credit Agreement, and that all Obligations outstanding under and as defined in this Agreement shall amendbe secured by the security interests and Liens evidenced under the Security Documents. Each Credit Party hereby acknowledges and agrees that the “Obligations” (including pursuant to Section 9.05 of the Existing Credit Agreement) outstanding under and as defined in the Existing Credit Agreement as of the Closing Date, continue to remain Obligations outstanding under this Agreement. Furthermore, each Credit Party hereby reaffirms the validity and restate binding effect of the Credit Party Guaranty and the Security Documents (as amended, defined in the Existing Credit Agreement) executed and delivered pursuant to the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not and/or amended and restated in connection with the entry of the parties into this Agreement), and acknowledges and agrees that such documents and agreements (in each case, as amended and/or amended and restated in connection with this Agreement) continue to apply to this Agreement and the Obligations hereunder and that all Collateral subject to such documents and agreements does and shall remain secure the Obligations in full force the manner and effect, each in accordance with its terms, as of to the date of delivery or such other date as contemplated extent provided for by such documentdocuments and agreements. On and after the Closing Date, instrument or agreement unless otherwise specified, any reference to the same extent as if “Credit Agreement” in the modifications Exhibits to and/or Credit Documents under the Existing Credit Agreement contained herein were set forth in an amendment shall be a reference to this Agreement, as amended, amended and restated, supplemented, waived or otherwise modified from time to time. The provisions of Article 8 and Section 9.05 of the Existing Credit Agreement shall continue in a customary form, unless such document, instrument effect for the benefit of the Administrative Agent and the Collateral Agent in respect of any actions taken or agreement has otherwise been terminated or has expired in accordance with or pursuant omitted to the terms be taken by any of this Agreement, them while acting as administrative agent and collateral agent under the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or theretoAgreement. EXHIBIT B Form [End of Guarantee and Collateral Acknowledgement [ Document] [ ], 2011 Reference is made to the Amended and Restated Credit Agreement dated as of May 3, 2011 (as amended from time to time, the “Credit Agreement”SCHEDULE 1.01(a) among others Avis Budget Car Rental, LLC, the Subsidiary Guarantors SCHEDULE 2.01 Lenders and other parties thereto Commitments SCHEDULE 3.10(a) ERISA Plans SCHEDULE 3.12(a) Real Property SCHEDULE 3.12(b) Oil and JPMorgan Chase Bank, N.A., as administrative agentGas Properties SCHEDULE 3.12(c) Interests in Oil and Gas Properties SCHEDULE 3.14 Subsidiaries SCHEDULE 3.20 Existing Indebtedness SCHEDULE 3.21 Insurance SCHEDULE 3.24 Existing Liens. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities Agreement, dated as of September 8, 2011 (the “Incremental Facilities Agreement”Schedule 1.01(a) pursuant to Section 2.23 of the Credit Agreement, and agrees with respect to each Loan Document to which it is a party:Subsidiary Guarantors

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. EXHIBIT B Form Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to release each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, less than $5,000,000 and which is listed on Schedule 10.19 hereto. Each Lender party hereto that is both a Revolving Lender and a Tranche A Term Lender shall be deemed to have executed this Agreement in its capacity as both a Revolving Lender and a Tranche A Term Lender. Each Lender party hereto hereby consents to the amendment to the Guarantee and Collateral Acknowledgement [ ] [ ]Agreement attached hereto as Exhibit J. Notwithstanding the foregoing, 2011 Reference is made the amendments to the Amended Existing Agreement contained in Section 10.1(d) and Restated Credit (e) of this Agreement dated as and any amendments relating to the extension or refinancing of May 3, 2011 (as amended from time Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the receipt by the Administrative Agent of written consent of each affected Tranche B Term Lender; provided that the agreement of any Tranche B Term Lender to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each any amendment or modification of the parties hereto hereby acknowledges and consents to Agreement after the Incremental Facilities Agreement, dated as Restatement Date requiring the consent of September 8, 2011 (each affected Lender shall constitute the “Incremental Facilities Agreement”) pursuant to Section 2.23 consent of the Credit Agreement, and agrees such Tranche B Term Lender with respect to each Loan Document to which it is a party:thereto.

Effect of Amendment and Restatement. Upon the Restatement Effective Date, this Agreement shall amend, and restate as amended, the Existing Credit Agreement (including any contingent amendments thereto), but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. Upon the Restatement Effective Date, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to release each Existing Mortgaged Property. Notwithstanding the foregoing, (i) the amendments included in the Existing Credit Agreement contained in Section 10.1(d) and (e) of the Existing Credit Agreement and any amendments relating to the extension or refinancing of Tranche B Term Loans with Extended Credits or Refinancing Debt shall become effective upon the receipt by the Administrative Agent of written consent of each affected Tranche B Term Lender and (ii) the amendments to the Existing Credit Agreement contained in Section 2.11 of this Agreement shall become effective upon the receipt by the Administrative Agent of written consent of the Majority Facility Lenders in respect of the Non-Extended Tranche B Term Facility and the Extended Tranche B Term Facility; provided that, in each case, the agreement of any Tranche B Term Lender to any amendment or modification of the Agreement, in the case of clause (i) above, after the Prior Restatement Effective Date and, in the case of clause (ii) above, after the Restatement Effective Date, requiring the consent of each affected Lender or such Majority Facility Lenders, respectively, shall constitute the consent of such Tranche B Term Lender with respect thereto. EXHIBIT B Form of Guarantee and Collateral Acknowledgement [ ] [ ]March 3, 2011 2017 Reference is made to the Fourth Amended and Restated Credit Agreement dated as of May 3October 7, 2011 2016 (as amended from time to time, the “Credit Agreement”) among others Avis Budget Car Rental, LLC, the Lenders and other parties thereto and JPMorgan Chase Bank, N.A., as administrative agent. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement. Each of the parties hereto hereby acknowledges and consents to the Incremental Facilities AgreementFirst Amendment, dated as of September 8March 3, 2011 2017 (the “Incremental Facilities AgreementAmendment”) pursuant to Section 2.23 of the Credit Agreement, Agreement and agrees with respect to each Loan Document to which it is a party: