SECOND AMENDMENT AND RESTATEMENT AGREEMENT Dated 18 May 2012 RELATING TO THE AVIS EUROPE INTERIM FLEET FINANCING FACILITY AGREEMENT ORIGINALLY DATED 20 OCTOBER 2011 Ref: L-197533 Linklaters LLP

SCHEDULE

SCHEDULE 1

Form of Amended Agreement

Exhibit 10.4

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

Dated 18 May 2012

RELATING TO THE AVIS EUROPE INTERIM FLEET FINANCING FACILITY AGREEMENT ORIGINALLY

DATED

20 OCTOBER 2011

Ref: L-197533

Linklaters LLP

CONTENTS


	CLAUSE	PAGE

1.	Definitions and interpretation		1

2.	Representations		2

3.	Amendment		2

4.	Transaction expenses		2

5.	Miscellaneous		2

6.	Governing law		2

THE SCHEDULES

THIS AGREEMENT is dated 18 May 2012 and made between:

(1)

Avis Finance Company Limited (the “Co-ordinator”);

(2)

Avis Budget Car Rental LLC (an “Obligor”);

(3)

Crédit Agricole Corporate and Investment Bank (the “Mandated Lead Arranger”); and

(4)

Crédit Agricole Corporate and Investment Bank as agent of the other Finance Parties (the “Facility Agent and Security Agent”).

IT IS AGREED as follows:

1	Definitions and interpretation

1.1

Definitions

In this Agreement:

“Amended Agreement” means the Original Facility Agreement, as amended and restated in the form set out in Schedule 1 (Form of Amended Agreement).

“Effective Date” means the date of this Agreement.

“Original Facility Agreement” means the €350,000,000 facility agreement dated 20 October 2011 between Crédit Agricole Corporate Investment Bank as Mandated Lead Arranger, the Lenders named in that agreement and Crédit Agricole Corporate Investment Bank as Facility Agent and Security Agent as amended and restated on 5 December 2011 and further amended on 8 February 2012.

“Party” means a party to this Agreement.

1.2

Incorporation of defined terms

1.2.1

Unless a contrary indication appears, terms defined in the Original Facility Agreement have the same meaning in this Agreement.

1.2.2

The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3

Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

1.4

Designation

In accordance with the Original Facility Agreement, each of the Co-ordinator and the Facility Agent designate this Agreement as a Senior Finance Document.

1.5

Co-ordinator

In entering into this agreement the Co-ordinator is acting on its own behalf and on behalf of each Obligor (other than the Parent which is entering into this Agreement in its own capacity) pursuant to Clause 6 (Co-ordinator) of the Original Facility Agreement.

1.6

Amendments

In entering into this Agreement the Facility Agent is acting on its own behalf and on behalf of the Lenders pursuant to clause 39 (Amendments) of the Original Facility Agreement.

2	Representations

Each Obligor makes the representations and warranties in Clause 16 (Representations) of the Original Facility Agreement, by reference to the facts and circumstances then existing:

(a)

on the date of this Agreement; and

(b)

on the Effective Date,

but as if references in Clause 16 (Representations) of the Original Facility Agreement to “the Finance Documents” included this Agreement and, on the Effective Date, the Amended Agreement.

3	Amendment

3.1

Amendment

With effect from the Effective Date the Original Facility Agreement shall be amended and restated in the form set out in Schedule 1 (Form of Amended Agreement).

3.2

Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents (including the guarantee and indemnity of each Guarantor) shall, save as amended by this Agreement, continue in full force and effect.

4	Transaction expenses

The Co-ordinator shall within three Business Days of demand reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

5	Miscellaneous

5.1

Incorporation of terms

The provisions of Clause 36 (Notices and Delivery of Information) and Clause 44 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

5.2

Counterparts

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

6	Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

FORM OF AMENDED AGREEMENT

Dated 20 October 2011

(as amended and restated on 5 December 2011, as amended on 8 February 2012

and as further amended and restated on 18 May 2012)

AVIS BUDGET CAR RENTAL, LLC

and

AVIS BUDGET EMEA LIMITED

and

THE ORIGINAL BORROWERS

and

THE ORIGINAL GUARANTORS

and

AVIS FINANCE COMPANY LIMITED

as Co-ordinator

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Mandated Lead Arranger

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Facility Agent

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Security Agent

AVIS EUROPE INTERIM FLEET FINANCING

SECOND AMENDED AND RESTATED FACILITY AGREEMENT

Xxxxxxxxxx XXX

Xxx Xxxx Xxxxxx

Xxxxxx XX0X 0XX

Telephone (x00) 00 0000 0000

Facsimile (x00) 00 0000 0000

Ref L-194719

Table of Contents


	Contents	Page

1	Definitions and Interpretation		1

2	The Facility		37

2A	Determining the Fixed Commitment Proportion		38

2B	Rebalancing Lender Proportions		39

3	Initial Conditions Precedent		41

4	Utilisation of the Facility through Revolving Advances		41

5	Utilisation of the Facility through Swingline Advances		43

6	Co-ordinator		44

7	Payment and Calculation of Interest		45

8	Changes to the Calculation of Interest		46

9	Fees		47

10	Notification		47

11	Cancellation and Prepayment		49

12	Taxes		53

13	Increased Costs		59

14	Illegality		61

15	Mitigation		61

16	Representations		61

17	Financial Information		71

18	Positive Undertakings		75

19	Negative Undertakings		87

20	Events of Default		98

21	Acceding Borrowers		104

22	Default Interest		105

23	Guarantee and Indemnity		105

24	Facility Agent, Security Agent and the Finance Parties		112

25	The Euro		120



26	Payments	121

27	Set-off	124

28	Sharing among the Finance Parties	124

29	Calculations and Accounts	126

30	Changes to the Lenders	126

31	Changes to the Obligors	131

32	Money Laundering	131

33	Costs and Expenses	131

34	Remedies and Waivers	133

35	Limitations on Recourse and Non-Petition	133

36	Notices and Delivery of Information	134

37	English Language	136

38	Partial Invalidity	136

39	Amendments	136

40	Confidentiality	140

41	Counterparts	142

42	Negotiated Agreement	142

43	Governing Law	142

44	Enforcement	143

45	Service of Process	143

46	Executive Proceedings	143

	Schedule 1 Lenders and their Commitments	145

	Schedule 1A Lenders’ Fixed Commitment Proportion	146

	Schedule 2 Mandatory Cost Formulae	147

	Schedule 3 Form of Asset Report	150

	Schedule 4 Borrower Accession Notice	151

	Schedule 5 Form of Compliance Certificate	152

	Schedule 6 Conditions Precedent	153

	Part 1 Conditions Precedent to First Utilisation	153



		Part 2 Initial Security Documents			156

		Schedule 7 Form of Notification			157

		Schedule 8 Group Structure Chart			163

		Schedule 9 Security Principles			164

		Schedule 10 Form of Transfer Certificate			166

		Schedule 11 Form of Assignment Agreement			170

		Schedule 12 Utilisation Request			174

		Schedule 13 Vehicle Manufacturer Group Table			176

		Schedule 14 Existing Security/Quasi-Security			181

		Schedule 15 Security Agency Provisions			182

iii

This Agreement is made on 20 October 2011 (and amended and restated on 5 December 2011, amended on 8 February 2012 and as further amended and restated on 18 May 2012) by:

(5)

AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company as an Original Guarantor (as defined below) (the “Parent”);

(6)

AVIS BUDGET EMEA LIMITED, incorporated under the laws of England whose registered office is at Xxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX, registered under number 03311438 as an Original Guarantor (as defined below) (“Avis Europe”);

(7)

THE ORIGINAL BORROWERS (as defined below);

(8)

THE ORIGINAL GUARANTORS (as defined below);

(9)

AVIS FINANCE COMPANY LIMITED, incorporated under the laws of England whose registered office is at Xxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX, registered under number 02123807 as co-ordinator (the “Co-ordinator”);

(10)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme organised and existing under the laws of France, whose registered office is 0, xxxx xx Xxxxxxxxx Xxxx Xxxxxx, 00000 Xxxxx La Défense Cedex, France, registered with the trade registry of Nanterre under number 304 187 701 RCS Nanterre (the “Mandated Lead Arranger”);

(11)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as facility agent for the Lenders (as defined below) (the “Facility Agent”);

(12)

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as security agent (such bank in such capacity or any successor named as security agent pursuant to the terms of the Subordination Agreement, the “Security Agent”); and

(13)

THE LENDERS (as defined below).

IT IS AGREED as follows:

1	Definitions and Interpretation

1.1

Definitions

In this Agreement:

“ABCR Subordination Agreement” means the subordination agreement dated 5 December 2011 entered into between, amongst others, the Parent, the Obligors party thereto, the Facility Agent, the Security Agent and the Lenders (or such other parties as may be agreed);

“ABG” means Avis Budget Group, Inc.;

“ABG Change of Control” means:

(a)

the acquisition by any person or group (within the meaning of the U.S. Securities Exchange Act of 1934, as amended, and the rules of the U.S. Securities and Exchange Commission thereunder as in effect on the date of this Agreement), directly or indirectly, beneficially or of record, of ownership or control of in excess of 50 per cent. of the voting common stock of ABG on a fully diluted basis at any time;

(b)

if at any time, individuals who at the date of this Agreement constituted the board of directors of ABG (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of ABG, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the date of this Agreement or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of ABG;

(c)

ABG ceases to own, directly or through one or more wholly-owned Subsidiaries, all of the capital stock of Avis Budget Holdings, LLC (“Holdings”), free and clear of any direct or indirect Encumbrances (other than statutory Encumbrances); or

(d)

Holdings ceases to directly own all of the capital stock of the Parent, free and clear of any direct or indirect Encumbrances;

“ABG Group” means ABG and each Subsidiary of ABG from time to time;

“Acceding Borrower” means an Eligible SPV which has acceded to this Agreement as a Borrower pursuant to Clause 21 (Acceding Borrowers);

“Acquisition” means the acquisition by AE Consolidation Limited (a company incorporated under the laws of England registered under number 7666089) of all of the issued and to be issued shares of Avis Europe pursuant to a court sanctioned scheme of arrangement between Avis Europe and its shareholders under Part 26 of the Companies Xxx 0000 and the related reduction of capital (if any) under section 649 of the Companies Xxx 0000;

“Acquisition Date” means 3 October 2011;

“Additional Costs Rate” has the meaning given to it in paragraph 2 of Schedule 2 (Mandatory Cost Formulae);

“Advance” means:

(a)

when designated “Revolving”, the principal amount of each advance made or to be made under the Facility as provided in Clause 4 (Utilisation of the Facility through Revolving Advances), as reduced from time to time by repayment or prepayment;

(b)

when designated “Swingline”, the principal amount of each advance made or to be made under the Facility as provided in Clause 5 (Utilisation of the Facility through Swingline Advances), as reduced from time to time by repayment or prepayment;

(c)

when designated “Rollover”, (i) a Revolving Advance which is used to refinance a maturing Revolving Advance and which is in the same or lower amount and the same currency as such maturing Revolving Advance and is to be drawn on the day such maturing Revolving Advance is to be repaid and (ii) a Revolving Advance which is used to refinance, in whole or in part, a maturing Swingline Advance and is to be drawn on the day such maturing Swingline Advance is to be repaid; and

(d)

without any such designation, a “Revolving Advance”, “Swingline Advance” and/or a “Rollover Advance”, as the context requires;

“Advance Rate” means, in relation to each Country Group, 65 per cent. minus the product of (i) the Advance Rate Adjustment Percentage relating to such Country Group and (ii) the percentage of Eligible Vehicles in the relevant Vehicle Fleets owned by the Obligors comprising such Country Group that are At Risk Assets;

“Advance Rate Adjustment Percentage” means, in relation to each Country Group, the highest, for any calendar month within the preceding 12 calendar months, of a percentage equal to 100 per cent. minus the Measurement Month Average relating to such Country Group for the immediately preceding Measurement Month relating to such Country Group as of the Calculation Date within such calendar month;

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

“Agent’s Spot Rate of Exchange” means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency with Euro in the London foreign exchange market at or about 11.00 a.m. on a particular day;

“Applicable Accounting Principles” means GAAP;

“Applicable Margin” means 3 per cent. per annum, provided that:

(a)

on and from each Settlement Date falling in March, June, September and December from and including December 2012 (the “Post December 2012 Settlement Dates”); and

(b)

in respect of any Advance other than an Advance made to a Borrower SPV,

the Applicable Margin will be increased by (x) 0.25 per cent. per annum multiplied by (y) the number of Post December 2012 Settlement Dates which have occurred from and including the Settlement Date in December 2012 to and including such Settlement Date;

“Asset Report” means a duly completed report in the form set out in Schedule 3 (Form of Asset Report) as such form may be modified from time to time with the consent of the Co-ordinator and the Facility Agent (acting reasonably);

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

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 11 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee;

“At Risk Asset” means each Non Programme Asset and each Non Eligible Programme Asset;

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Availability Deficiency” means, in relation to any day:

(a)

before the occurrence of any Event of Default, the extent to which the aggregate principal and accrued but unpaid interest in respect of the Facility exceeds the Borrowing Base as of the immediately preceding Calculation Date; and

(b)

on and after the occurrence of any Event of Default, the aggregate principal and accrued but unpaid interest in respect of the Facility plus the aggregate of any other amounts (including, without limitation, all fees, costs, expenses and indemnities) due by the Obligors under the Transaction Documents;

“Availability Period” means, the period from and including the date of this Agreement to and including the Final Maturity Date;

“Available Commitment” means, in relation to the Facility or a Tranche at any time, save as otherwise provided herein, a Lender’s Commitment under the Facility or that Tranche minus:

(a)

the Designated Currency Amount of its participation in any Advances under the Facility or that Tranche (taking into account any rebalancing effected pursuant to Clause 2B (Rebalancing Lender Proportions)); and

(b)

in relation to any proposed Utilisation, the Euro amount of its participation in any Advances that are due to be made under the Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Rollover Advances only, that Lender’s participation in any Rollover Advances that are due to be repaid or prepaid on or before the proposed Utilisation Date;

“Available Facility” means, in relation to the Facility or a Tranche at any time, the aggregate Available Commitments in relation to the Facility or that Tranche;

“Avis Europe” means Avis Budget EMEA Limited;

“Avis Europe Change of Control” means:

(a)

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

(b)

the sale or other disposal of all or substantially all of the assets of the Avis Europe Group (to the extent such disposal is not made in relation to a Permitted Take-Out Financing);

“Avis Europe Group” means Avis Europe and each Subsidiary of Avis Europe from time to time and (in connection with consolidated financial statements) each SPV or joint venture company which is a member of Avis Europe’s consolidated group for accounting purposes;

“Borrower” means any Original Borrower under the Facility or any Acceding Borrower;

“Borrower Accession Notice” means a duly completed notice of accession in the form of Schedule 4 (Borrower Accession Notice);

“Borrower Asset Value” means, as at any Calculation Date, in relation to any Ultimate Borrower, determined on that Calculation Date and without double-counting, the aggregate of:

(a)

the Borrower Vehicle Fleet NBV of such Ultimate Borrower; and

(b)

the Eligible Receivables Amount of such Ultimate Borrower;

minus

(i)

the Fleet Payables Amount of such Ultimate Borrower to the extent the maturity date of such payables is after the second succeeding Settlement Date;

(ii)

the amount of the Invoices to be Received by such Ultimate Borrower; and

(iii)

where VAT Receivables generate part of the Eligible Receivables Amount, the VAT Payables Amount of such Ultimate Borrower,

and provided that:

in each case on and after any Permitted Take-Out Financing, the Borrower Asset Value of any relevant Borrower SPV shall be reduced to zero; and

in the case of Vehicles owned by a German Obligor, the Facility Agent has received evidence satisfactory to it (acting reasonably) that the relevant German Obligor has validly transferred by way of security to the Security Agent for the benefit of the Finance Parties such German Obligor’s title to such Vehicles and such security remains effective on such Calculation Date over the relevant secured assets; and

in the case of VAT Receivables, Vehicle Dealer Receivables and Vehicle Manufacturer Receivables, the Facility Agent has received evidence satisfactory to it (acting reasonably) that the relevant Ultimate Borrower has validly granted security to the Security Agent for the benefit of the Finance Parties in respect of such Ultimate Borrower’s rights to receive all such amounts and (if required to ensure the effectiveness of such security or pledge and as contemplated in the relevant Security Documents) the relevant persons have been duly notified of the assignment or pledge (as applicable) of such rights using the duly signed official form of notification approved by the Security Agent and such security remains effective on the relevant Calculation Date over the relevant secured assets. If an Ultimate Borrower grants security, pursuant to any Initial Security Document, to the Security Agent for the benefit of the Finance Parties in respect of such Ultimate Borrower’s rights to receive any such amounts, the Facility Agent shall be deemed to have received evidence satisfactory to it that such Ultimate Borrower has validly granted security to the Security Agent for the benefit of the Finance Parties in respect of such Ultimate Borrower’s rights to receive such amounts;

“Borrower SPV” means an SPV that has acceded as a Borrower pursuant to Clause 21 (Acceding Borrowers), including, Dutch FleetCo and Italian FleetCo;

“Borrower SPV Transaction Documents” means:

(a)

the Transaction Documents to which a Borrower SPV is a party;

(b)

the SPV Operating Documents;

(c)

the security documents in respect of each Borrower SPV under this Agreement;

(d)

the Xxxxx Subordinated Loan Agreement;

(e)

the accession deeds to be entered into by the Dutch FleetCo to (i) the Subordination Agreement and (ii) the ABCR Subordination Agreement, respectively;

(f)

the accession deeds entered into by the Italian FleetCo to (i) the Subordination Agreement and (ii) the ABCR Subordination Agreement, respectively, on or around 18 May 2012; and

(g)

Xxxxx Security Agreement;

“Borrower Vehicle Fleet NBV” means, in relation to any Ultimate Borrower in respect of a Calculation Date, the Net Book Value of the Vehicle Fleet of such Ultimate Borrower (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 1.5 per cent.) as determined on such Calculation Date minus any Extraordinary Depreciation Amount (if any) applicable to such Vehicle Fleet plus the Assets in Progress Amount for such Ultimate Borrower;

“Borrowing Base” means, as at any Calculation Date (a) in relation to any Ultimate Borrower, an aggregate amount equal to the product of the then applicable Advance Rate and the Borrower Asset Value of such Ultimate Borrower and (b) in relation to Xxxxx, an aggregate amount equal to the Borrowing Bases of German Opco and Spanish Opco, each calculated in accordance with (a) above, provided that, in relation to any Borrower that is an Eligible Italian Borrower at any time, the Borrowing Base shall be reduced by an amount equal to the aggregate registration tax which would be payable if the deed assignment of VAT Receivables by such Borrower were filed in Italy at such time;

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

(a)

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

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Specified Business Day following such receipt or recovery and ending on the last day of the current Term;

“Budget” means the budget, prepared in accordance with the Applicable Accounting Principles and produced by the chief financial officer of the Avis Europe Group and approved by the board of directors of Avis Europe, in a form satisfactory to the Facility Agent and including the information required to be delivered to the Facility Agent pursuant to Clause 17.2 (Budget), the first such budget to be delivered for the financial year beginning on 1 January 2011;

“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open for business in Paris and is a TARGET Day;

“Calculation Date” means:

(a)

the last calendar day of the calendar month preceding the first Utilisation Date or, if such date is less than 10 Specified Business Days before the first Utilisation Date, the date falling 10 Specified Business Days before the first Utilisation Date; and

(b)

thereafter, the last day of each calendar month;

“Capitalised Cost” means, with respect to each Vehicle purchased by an Ultimate Borrower, the price paid or to be paid (in each case, excluding any part thereof which represents VAT) for such Vehicle to the Vehicle Dealer, Vehicle Manufacturer or other person selling such Vehicle (after deduction of any discounts, including delivery charges

but excluding taxes and any registration or titling fees unless capitalised by the relevant Ultimate Borrower in accordance with the Vehicle Dealer Purchase Agreement, the Vehicle Dealer Buy-Back Agreement, the Vehicle Manufacturer Purchase Agreement and the Vehicle Manufacturer Buy-Back Agreement, as applicable, corresponding to such Vehicle), provided that such Vehicle has been accounted for by such Ultimate Borrower;

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

“Charged Assets” means the assets over which Security is expressed to be created pursuant to any Security Document;

“Closing Date” means the date on which the Acquisition was completed (being 3 October 2011);

“Commitment” means:

(a)

in relation to an Original Lender, the amount in Euro set opposite its name in the table in Schedule 1 (Lenders and their Commitments) in relation to the relevant Tranche and the amount in such currency of any other Commitments transferred to it under this Agreement (as such amount may be adjusted from time to time in accordance with Clause 2.1 (Grant of the Facility));

(b)

in relation to any Dual Tranche Lender (other than the Original Lenders), the amount in Euro of any Commitments transferred to it under this Agreement (as such amount may be adjusted from time to time in accordance with Clause 2.1 (Grant of the Facility)); and

(c)

in relation to any other Lender, the amount in Euro of any Commitments transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate);

“Concentration Limits” means the following limits:

(a)

the percentage of Eligible Vehicles in the Vehicle Fleet which are At Risk Assets in aggregate shall not exceed 60 per cent. of the Vehicle Fleet;

(b)

the percentage of Eligible Vehicles in the Vehicle Fleet which are purchased from the same Vehicle Manufacturer Group, where the lower of the ratings assigned to such Vehicle Manufacturer Group by Xxxxx’x and S&P is (i) Baa2 or higher by Xxxxx’x or (ii) BBB or higher by S&P, shall not exceed 45 per cent. of the Vehicle Fleet;

(c)

the percentage of Eligible Vehicles in the Vehicle Fleet which are purchased from the same Vehicle Manufacturer Group, where the lower of the ratings assigned to such Vehicle Manufacturer Group by Xxxxx’x and S&P is (i) Ba1 or above but below Baa2 by Xxxxx’x or (ii) BB+ or above but below BBB by S&P, shall not exceed 15 per cent. of the Vehicle Fleet;

(d)

the percentage of Eligible Vehicles in the Vehicle Fleet which have the same Vehicle Manufacturer Group, where such Vehicle Manufacturer Group is not rated by either Xxxxx’x or S&P or the lower of the ratings assigned to such Vehicle Manufacturer Group by Xxxxx’x and S&P is (i) Ba2 or below by Xxxxx’x or (ii) BB or below by S&P, shall not exceed 10 per cent. of the Vehicle Fleet;

(e)

the percentage of Eligible Vehicles in the Vehicle Fleet in respect of which the relevant Vehicle Manufacturer Groups are not rated by Xxxxx’x or S&P or the lower of the ratings assigned to such Vehicle Manufacturer Group by Xxxxx’x and S&P is (i) Ba3 or below by Xxxxx’x or (ii) BB- or below by S&P, shall not exceed 25 per cent. of the Vehicle Fleet;

(f)

the percentage of Eligible Vehicles in the Vehicle Fleet in respect of which the lower of the ratings assigned to the relevant Vehicle Manufacturer Groups are (i) Ba1 or below by Xxxxx’x or (ii) BB+ or below by S&P, shall not exceed 55 per cent. of the Vehicle Fleet;

(g)

the percentage of Eligible Vehicles in the Vehicle Fleet in respect of which the holder of the certificate of title and/or registration (as applicable) is incorporated in Spain shall not exceed 40 per cent. of the Vehicle Fleet;

(h)

the percentage of Eligible Vehicles in the Vehicle Fleet in respect of which the holder of the certificate of title and/or registration (as applicable) is incorporated in Italy shall not exceed 45 per cent. of the Vehicle Fleet; and

(i)

the aggregate percentage of Eligible Vehicles in the Vehicle Fleet which are (i) At Risk Assets or (ii) Programme Assets in respect of which the lower of the ratings assigned to the relevant Vehicle Manufacturer Group is (x) Ba1 or below by Xxxxx’x or (y) BB+ or below by S&P shall not exceed 85 per cent. of the Vehicle Fleet,

provided that, where the limit on the percentage of Eligible Vehicles in the Vehicle Fleet which are purchased from the same Vehicle Manufacturer Group calculated in accordance with the above paragraphs is less than:

(i)

25 per cent. of the Vehicle Fleet, where the relevant Vehicle Manufacturer Group is the Fiat Group the limit shall be 25 per cent. of the Vehicle Fleet; and

(ii)

15 per cent. of the Vehicle Fleet, where the relevant Vehicle Manufacturer Group is the Ford Group the limit shall be 15 per cent. of the Vehicle Fleet.

In this definition, the “percentage of Eligible Vehicles” shall be the percentage of the aggregate Net Book Value of Eligible Vehicles in the Vehicle Fleet and the rating assigned to a Vehicle Manufacturer Group shall be the rating of the Vehicle Manufacturer Group Rating Entity (as defined in Schedule 13 (Vehicle Manufacturer Group Table));

“Confidential Information” means all information relating to any Obligor, the Avis Europe Group, the Senior Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Senior Finance Documents or the Facility from either:

(a)

any Obligor or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Obligor or any of its advisers,

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

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 40 (Confidentiality);

(ii)

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

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Obligors and the Avis Europe Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Co-ordinator and the Facility Agent;

“Co-ordinator” means Xxxxx in accordance with Clause 6 (Co-ordinator);

“Core Country” means each of Germany, Italy and Spain;

“Country Group” means each of (i) the Italian Obligors collectively; (ii) the Spanish Obligors collectively; and (iii) the German Obligors collectively;

“CTA” means the Corporation Tax Xxx 0000;

“Default” means any Event of Default or Potential Event of Default;

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

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

(a)

which is a Programme Asset, 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; and

(b)

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

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

“Designated Currency” means Euro;

“Designated Currency Amount” means, in relation to any amount required to be determined hereunder, (a) if such amount (or portion thereof) is denominated in a Designated Currency, such amount or portion in such Designated Currency and (b) if such amount (or portion thereof) is denominated in a currency other than such Designated Currency, the Designated Currency Equivalent of such amount or portion, in each case as at such date of determination;

“Designated Currency Equivalent” means, in relation to an amount denominated or expressed in any currency other than the relevant Designated Currency, the equivalent thereof in such Designated Currency calculated at the Agent’s Spot Rate of Exchange as at the relevant date of determination;

“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Senior Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Senior Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Senior Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“Dual Tranche Lender” means any Lender under one Tranche (x) which is also a Lender under the other Tranche (the “Second Tranche”); or (y) where any Affiliate or branch of that Lender is a Lender under the Second Tranche and “Dual Tranche Lender Group” means in the case of (x), such Lender and, in the case of (y), such Lender together with any such Affiliate or branch;

“Dutch FleetCo” means FinCar Fleet B.V.;

“Dutch Parallel Debt Agreement” means the parallel debt agreement between, among others, the Security Agent and each of the Obligors dated on or about the date of the Borrower Accession Notice in respect of Dutch FleetCo;

“Eligible Asset” means, at any time and in relation to any Ultimate Borrower, the Eligible Vehicles and Eligible Receivables of such Ultimate Borrower;

“Eligible Italian Borrower” means an entity incorporated in Italy and which is not acting for the purposes of this Agreement through a permanent establishment (xxxxxxx organizzazione) outside Italy;

“Eligible Receivables” means, at any time and in relation to any Ultimate Borrower:

(a)

its Vehicle Manufacturer Receivables (other than its Excluded Vehicle Manufacturer Receivables);

(b)

its Vehicle Dealer Receivables to the extent the Ultimate Borrower has the benefit of retention of title provisions relating to the relevant Vehicles at the relevant time; and

(c)

its VAT Receivables,

provided that such receivables listed in paragraphs (a) and (b) above:

(i)

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

(ii)

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

(iii)

arise in the usual course of business of such Ultimate Borrower;

(iv)

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;

(v)

are not owed by a debtor known by any Obligor to be subject to bankruptcy or insolvency proceedings; and

(vi)

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 Security Documents in any jurisdiction),

and provided further that this definition excludes any and all receivables owed by an Obligor to another Obligor;

“Eligible Receivables Amount” means, in relation to any Ultimate Borrower, the aggregate amount of its Eligible Receivables;

“Eligible SPV” means any SPV (a) which is the owner of a Vehicle Fleet, (b) which benefits directly from all Vehicle Manufacturer Purchase Agreements, Vehicle Dealer Purchase Agreements, Vehicle Manufacturer Buy-Back Agreements, Vehicle Dealer Buy-Back Agreements and/or insurance policies relating to such Vehicle Manufacturer Buy-Back Agreements and Vehicle Dealer Buy-Back Agreements, and all Vehicle Manufacturer Guarantees (if any), in each case in respect of its Vehicle Fleet, (c) which has entered into leasing and other related operational agreements with its Related Opco upon terms reasonably satisfactory to the Facility Agent and (d) in respect of which the Co-ordinator has confirmed that satisfactory due diligence has been completed;

“Eligible Vehicle” means a Vehicle (a) that is subject to a Vehicle Manufacturer Purchase Agreement or Vehicle Dealer Purchase Agreement, (b) if the Vehicle is subject to a Vehicle Manufacturer Buy-Back Agreement or a Vehicle Dealer Buy-Back Agreement, such Vehicle satisfies the conditions set forth in such Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement for such Vehicle to benefit from the buy-back commitment of such Vehicle Manufacturer or Vehicle Dealer (including in respect of age and maximum mileage limitations), (c) the certificate of title and/or registration (as applicable) for which is in the name of an Ultimate Borrower and (d) that is owned by an

Ultimate Borrower free and clear of all liens (other than a retention of title in favour of the corresponding Vehicle Manufacturer or Vehicle Dealer (as applicable)), provided that where a Vehicle is leased by an Opco to Affiliates, licensees or sub-licensees in accordance with its normal practice, the total number of such Vehicles leased to Affiliates, licensees or sub-licensees does not exceed 15 per cent. of the total number of Eligible Vehicles;

“Encumbrance” means:

(d)

a mortgage, charge, pledge, lien or other encumbrance or security interest securing any obligation of any person;

(e)

any arrangement under which money or the credit balance or other rights in respect of a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or

(f)

any other type of agreement or arrangement (including title transfer and retention arrangements) having a similar effect;

“Engagement Letter” means the letter entitled “Securitisation Mandate Letter”, dated 4 October 2011 from the Mandated Lead Arranger to the Parent;

“Environment” means humans, animals, plants and all other living organisms, including the ecological systems of which they form part and the following media:

(a)

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b)

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)

land (including, without limitation, land under water);

“Environmental Claim” means any administrative, regulatory or judicial action, suit, demand, demand letter, claim, notice of non-compliance or violation, investigation, proceeding, consent order or consent agreement relating to any Environmental Law or Environmental Licence;

“Environmental Law” means any applicable law or regulation which relates to:

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste;

“Environmental Licence” means any Authorisations required at any time under Environmental Law;

“EU Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000;

“EURIBOR” means, in relation to any Advance:

(a)

the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Co-ordinator and the Lenders; and

(b)

if no such rate is available for the Term of that Advance, the arithmetic mean (rounded upwards to four decimal places) of the rates as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in that currency and for that period,

as of 11.00 a.m. (Brussels time) on the Quotation Day for Euro and for a period comparable to the Term of that Advance, and if any such rate is below zero, EURIBOR will be deemed to be zero;

“Euro Equivalent” means, in relation to an amount denominated or expressed in any currency other than Euro, the equivalent thereof in Euro calculated at the Agent’s Spot Rate of Exchange as at the relevant date of determination;

“Euro Lender” means a Lender whose Commitments under the Euro Tranche are greater than zero;

“Euro Tranche” has the meaning given to it in paragraph (a) of Clause 2.1 (Grant of the Facility);

“Event of Default” means any of the events or circumstances specified as such in Clause 20 (Events of Default);

“Excluded Vehicle Manufacturer Receivables” means, at any time and in relation to any Ultimate Borrower, any Vehicle Manufacturer Receivables in respect of which a Vehicle Manufacturer Event of Default has occurred;

“Existing Lender” has the meaning set out in Clause 30.1 (Assignments and Transfers by the Lenders);

“Extraordinary Depreciation Amount” means, with respect to all Vehicles in a given Vehicle Fleet which have been damaged (other than as a result of ordinary wear and tear), any additional extraordinary depreciation related to such damage corresponding to the reasonably expected loss in value of such Vehicles and, with respect to all Vehicles in such Vehicle Fleet which have been lost or stolen, any additional extraordinary depreciation equal to the Net Book Value of such Vehicles;

“Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1 (Grant of the Facility);

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Available Commitment” means:

(a)

in respect of any Lender which is not a Dual Tranche Lender, the Available Commitment of such Lender;

(b)

in respect of any Italian Lender which is a Dual Tranche Lender, zero; and

in respect of any Euro Lender which is a Dual Tranche Lender, (i) an amount equal to the relevant Dual Tranche Lender Group’s Fixed Commitment Proportion of the aggregate Commitment which the Euro Lenders would have if no Advances were made on the Italian Tranche (regardless of whether any Advances have been made under the Euro Tranche); minus (ii) the aggregate participation of the Lenders comprising its Dual Tranche Lender Group in any Advances under the Facility;

“Fee Letter” means the letter from the Mandated Lead Arranger to the Parent dated on or around the date of this Agreement, as amended from time to time;

“Final Maturity Date” means the Settlement Date immediately after the date that is 24 months after the Acquisition Date;

“Finance Parties” means the Facility Agent, the Mandated Lead Arranger, the Security Agent and the Lenders;

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

(a)

any money borrowed (including any overdraft);

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

shares which are expressed to be redeemable;

(j)

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

(k)

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

(l)

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

“Xxxxx” means Avis Finance Company Limited;

“Xxxxx On-Loans” means each of the loans advanced by Xxxxx to Spanish Opco and German Opco from time to time using the proceeds of an Advance, which loans shall be subject to an intercompany loan agreement in a form approved by the Facility Agent, acting reasonably;

“Xxxxx Security Agreement” means the security agreement in respect of the Xxxxx Subordinated Loan Agreement;

“Xxxxx Subordinated Loan Agreement” means the subordinated loan agreement between, among others, Finco, Italian FleetCo and Dutch FleetCo;

“Fixed Commitment Proportion” means, in relation to any Dual Tranche Lender Group or, if a Lender is not a Dual Tranche Lender, such Lender, the proportions, expressed as a percentage, set out next to the name of such Dual Tranche Lender Group or, as the case may be, Lender in the Fixed Commitment Table, as amended by the Facility Agent in accordance with Clause 2A (Determining the Fixed Commitment Proportion) from time to time;

“Fixed Commitment Table” has the meaning given to it in Clause 2A (Determining the Fixed Commitment Proportion);

“Fleet Payables Amount” means, in relation to any Ultimate Borrower, an amount equal to the aggregate amount of any debt due by such Ultimate Borrower to Vehicle Manufacturers and/or Vehicle Dealers (excluding any amount in respect of VAT related thereto) and remaining outstanding at the relevant Calculation Date;

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law;

“Funds Flow Memorandum” means the funds flow memorandum referred to in paragraph 5 of Part 1 of Schedule 6 (Conditions Precedent);

“GAAP” means:

(a)

in relation to the Parent or any financial statement of the Parent, generally accepted accounting principles in the United States as in effect from time to time (“US GAAP”);

(b)

in relation to Avis Europe or any financial statement of Avis Europe, on a stand-alone basis, generally accepted accounting principles in the United Kingdom as in effect from time to time, but as a consolidated entity, US GAAP; and

(c)

in relation to any other Obligor or the SPV Borrowers or any financial statement of any other member of the Avis Europe Group, generally accepted accounting principles, standards and practices in the jurisdiction of incorporation of that entity;

“German Obligor” means an Obligor incorporated in Germany;

“German Opco” means Avis Budget Autovermietung GmbH & Co. KG;

“German Qualifying Lender” means, with respect to an Advance to a Borrower incorporated in Germany, a Lender which is beneficially entitled to the interest payable to that Lender under the Senior Finance Documents and:

(a)

is:

(i)

a company resident in Germany for Tax purposes;

(ii)

a partnership each member of which is:

(1)

a company resident in Germany for Tax purposes; or

(2)

a company not so resident in Germany which carries on a trade in Germany through a permanent establishment and with which that company’s interest in the partnership is effectively connected; or

(iii)

a company not so resident in Germany which carries on a trade in Germany through a permanent establishment with which its participation in the relevant Advance is effectively connected; or

(b)

is a German Treaty Lender;

“German Security” means any Security governed by German law;

“German Security Document” means each Security Document in relation to German Security;

“German Treaty Lender” means, with respect to an Advance to a Borrower incorporated in Germany, a Lender that:

(a)

is treated as a resident of a jurisdiction having a double taxation agreement with Germany which makes provision for full exemption from tax on payments of interest imposed by Germany, for the purposes of the relevant double taxation agreement;

(b)

does not carry on a business in Germany through a permanent establishment with which that Lender’s participation in the Advance is effectively connected; and

(c)

fulfils any other conditions that must be fulfilled under such treaty in order to qualify for the exemption referred to in paragraph (a) above, subject to the completion of any necessary procedural formalities;

“Group Business” means the acquisition, disposal, hiring, rent, financing of all types of vehicles, fleet management, licensing, franchising of any Intellectual Property Rights related to the activities of the Avis Europe Group and any other activity accessory or related to the main activities of the Avis Europe Group;

“Group Structure Chart” means the group structure chart or charts set out in Schedule 8 (Group Structure Chart);

“Guarantee” means, in respect of each Guarantor, the guarantee granted by such Guarantor pursuant to Clause 23.1 (Guarantee and Indemnity);

“Guarantors” means the Original Obligors and each Acceding Borrower until such time as such entity ceases to be a Guarantor in accordance with the terms of the Senior Finance Documents, and “Guarantor” means any one of them, as the context requires;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“IFRS” means international financial reporting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

“Increased Cost” means:

(a)

a reduction in the rate of return from the Facility or on a Finance Party’s (or an Affiliate’s) overall capital;

(b)

any additional or increased cost; or

(c)

any reduction of any amount due and payable under any Senior Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Senior Finance Document;

“Information Date” means the Specified Business Day falling three Specified Business Days before each Settlement Date;

“Initial Security Documents” means the documents listed in Part 2 of Schedule 6 (Conditions Precedent);

“Intellectual Property Rights” means any patent, trade xxxx, service xxxx, registered design, trade name or copyright or any licence to use any of the same;

“Interest Period” means, with respect to any Term, the period from and including the Utilisation Date to but excluding the next Settlement Date following such Utilisation Date;

“Invoices to be Received” means the aggregate amount of all Capitalised Costs related to each Vehicle Fleet accounted for but for which the corresponding invoice has not yet been received;

“ITA” means the Income Tax Xxx 0000;

“Italian Civil Code” means the Italian civil code, enacted by Royal Decree No. 262 of 16 March 1942, as subsequently amended and supplemented.

“Italian FleetCo” means Avis Autonoleggio S.p.A. FleetCo S.A.p.A.;

“Italian Income Tax Consolidation Agreement” means the income tax consolidation agreement to be entered into between Italian Opco and Italian FleetCo;

“Italian Lender” means a Lender whose Commitment under the Italian Tranche is greater than zero;

“Italian Obligor” means Italian Opco and each other Borrower that is an Eligible Italian Borrower;

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

“Italian Qualifying Lender” means, in relation to an Advance to a Borrower incorporated in Italy:

(a)

a Lender that is a resident of Italy for Italian tax purposes and acts through a Facility Office located in Italy; or

(b)

a Lender acting through a Facility Office which is a permanent establishment (xxxxxxx organizzazione) in Italy for which any payment under the Advance is a business income (reddito d’impresa) pursuant to articles 81 and 152 of Italian Presidential Decree No. 917 of 22 December 1986; or

(c)

an Italian Treaty Lender;

“Italian Security” means any Security governed by Italian law;

“Italian Security Documents” means each Security Document in relation to Italian Security;

“Italian Usury Laws” means Law No. 108 of 7 March 1996 as amended and the ensuing decrees of the Ministry of Treasury of Italy;

“Italian Treaty Lender” means, in relation to an Advance to a Borrower incorporated in Italy, a Lender that:

(a)

is treated as a resident of a jurisdiction having a double taxation agreement with Italy which makes provision for full exemption from tax on payments of interest imposed by Italy for the purposes of the relevant double taxation agreement;

(b)

does not carry on a business in Italy through a permanent establishment with which that Lender’s participation in a Senior Finance Document is effectively connected; and

(c)

fulfils any other conditions which must be fulfilled under the relevant double taxation agreement for such residents to obtain full exemption from taxation on interest imposed by Italy, subject to the completion of any necessary procedural formalities.

“Italian VAT Sharing Agreement” means the VAT sharing agreement between Italian Opco and Italian Fleetco dated 18 May 2012;

“Joint Venture” means a joint venture entity with limited liability, whether a company, unincorporated entity, undertaking, joint venture, association, partnership or other entity, in which any Obligor has an interest from time to time not exceeding 50 per cent. of the issued share capital and/or voting rights;

“Law” means:

(a)

any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any relevant jurisdiction; and

(b)

any present or future directive, regulation, practice, concession or requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency;

“Lender” means any entity (whether or not such entity is a registered bank):

(a)

named in Schedule 1 (Lenders and their Commitments); or

(b)

which has become a Party hereto in accordance with Clause 30.1 (Assignments and Transfers by the Lenders),

and which has not ceased to be a Party hereto in accordance with the terms hereof;

“LMA” means the Loan Market Association;

“Majority Lenders” means at least two Lenders (and, for this purpose, a Dual Tranche Lender Group shall be regarded as a single Lender) whose Fixed Commitment Proportions aggregate more than 66²/₃ per cent.;

“Mandatory Cancellation Event” means any of the following events:

(a)

the Closing Date has not occurred by 30 October 2011; or

(b)

a Mandatory Prepayment Event occurs;

“Mandatory Cost Rate” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 2 (Mandatory Cost Formulae);

“Mandatory Prepayment Event” means any of the following events:

(a)

an Avis Europe Change of Control, an ABG Change of Control or Opco Change of Control occurs;

(b)

a Sale occurs; or

(c)

there are any Outstandings or accrued but unpaid interest outstanding at the Final Maturity Date;

“Master Definitions Schedule” means the master defintions schedule entered into by, among others, each Borrower SPV on the date on which the master lease agreement and the servicing agreement have been entered into by such Borrower SPV with among others the relevant Opco;

“Material Adverse Effect” means any effect, event or circumstance which is or would be reasonably materially adverse to:

(a)

(in respect of any Obligor other than the Parent) the financial condition, assets, operations, prospects or business of any such Obligor or the consolidated financial condition, assets, operations, prospects or business of such Obligors taken as a whole;

(b)

(in respect of the Parent) the financial condition, assets, operations or business of the Parent and its subsidiaries taken as a whole (it being understood that a bankruptcy filing by, or change in the actual or perceived credit quality of, or work stoppage affecting any of Ford, General Motors or Chrysler shall not by themselves constitute a Material Adverse Effect provided that such vehicle manufacturer has not failed to perform its material obligations to the Parent);

(c)

the ability of any Obligor to perform its payment obligations under the Senior Finance Documents; or

(d)

the validity, legality or enforceability of any Senior Finance Document;

“Measurement Month” with respect to any date and any Country Group means, collectively, each of the three periods most closely preceding such date, each of which periods shall consist of one calendar month or the smallest number of consecutive calendar months, in which (a) at least 250 Eligible Vehicles owned by the Obligors comprising the relevant Country Group which were At Risk Assets were sold at auction or otherwise or (b) at least one twelfth of the aggregate Net Book Value of such Eligible Vehicles owned by such Obligors as of the last day of each such period was sold at auction or otherwise; provided, however, that no calendar month included in any Measurement Month shall be included in any other Measurement Month;

“Measurement Month Average” means the lesser of (a) with respect to any Measurement Month and any Country Group, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of the VAT-exclusive amount of the proceeds of sale of all Eligible Vehicles owned by the Obligors comprising such Country Group which were At Risk Assets sold at auction or otherwise during such Measurement Month and the denominator of which is the aggregate Net Book Value of such Eligible Vehicles on the dates of their respective sales and (b) 100 per cent.;

“Monthly Target Corporate Profit Amount” has the meaning given to it in the Master Definitions Schedule;

“Moody’s” means Xxxxx’x Investors Service, Inc. or any successor to its rating business;

“Necessary Authorisations” means all Authorisations (including any competition and other clearances necessary in relation to the Acquisition) of any person including any government or other regulatory authority required by applicable Law to enable any Obligor to carry on its business from time to time;

“Net Book Value” means, on a Calculation Date, with respect to each Vehicle, such Vehicle’s Capitalised Cost, minus the aggregate Depreciation Charges accrued from the date of registration of such Vehicle to such Calculation Date;

“New Lender” has the meaning set out in Clause 30.1 (Assignments and Transfers by the Lenders);

“New Vehicles” means, in relation to any Ultimate Borrower, any Vehicle acquired by such Ultimate Borrower after the date of this Agreement;

“Non Eligible Programme Asset” means each Eligible Asset which is the subject of a Vehicle Manufacturer Programme with a Vehicle Manufacturer in respect of which a Vehicle Manufacturer Event of Default has occurred;

“Non Programme Asset” means each Eligible Asset which is not the subject of a Vehicle Manufacturer Programme;

“Notification” means (a) in respect of any Revolving Advance, a duly completed notification in the form set out in Part 1 of Schedule 7 (Form of Notification) and (b) in respect of any Swingline Advance, a duly completed notification in the form set out in Part 2 of Schedule 7 (Form of Notification);

“Notification Date” means. in relation to a Swingline Advance, the Specified Business Day on which the Facility Agent receives a duly completed Utilisation Request for such Swingline Advance.

“Obligors” means the Parent, Avis Europe, the Borrowers and the other Guarantors;

“Opco” means each of the Italian Opco, the Spanish Opco and the German Opco;

“Opco Change of Control” means:

(a)

the Avis Europe Group ceasing to (x) own directly or indirectly at least 100 per cent. of the share capital of Xxxxx or any Opco, or (y) have the right or ability to cast at least 100 per cent. of the votes capable of being cast in shareholders’ general meetings of Xxxxx or any Opco or (z) have the right or ability to appoint or

remove all directors (or equivalent officers) of the board of directors (or equivalent body) of Xxxxx or any Opco or to give directions with respect to the operating and financial policies of any Opco with which the directors or other equivalent officers of Xxxxx or such Opco (as applicable) are obliged to comply; or

(b)

the sale or other disposal of all or substantially all of the assets of Xxxxx or any Opco (to the extent such disposal is not made to an Eligible SPV in relation to a Permitted Take-Out Financing);

“Original Borrower” means each of Xxxxx and the Italian Opco;

“Original Euro Lender” means each person which is named in Schedule 1 (Lenders and their Commitments) whose Commitment under the Euro Tranche is greater than zero.

“Original Financial Statements” means:

(a)

in relation to Avis Europe, its audited consolidated financial statements for its financial year ended 31 December 2010;

(b)

in relation to each Original Obligor (other than German Opco and Italian Opco), its audited financial statements for its financial year ended 31 December 2010;

(c)

in relation to the German Opco the consolidated financial statements of AVIS Automervietung Beteiligungsgesellschaft mbH Oberursel for its financial year ended 31 December 2010;

(d)

in relation to the Italian Opco, its audited financial statements for its financial year ended 16 June 2010; and

(e)

in relation to any Acceding Borrower, its most recent audited financial statements (if any have yet been prepared for such Acceding Borrower) as of the date on which it becomes a Borrower in accordance with Clause 21 (Acceding Borrowers);

“Original Guarantors” means the Parent, Avis Europe, the Spanish Opco, the German Opco and the Original Borrowers;

“Original Italian Lender” means each person which is named in Schedule 1 (Lenders and their Commitments) whose Commitment under the Italian Tranche Commitment is greater than zero;

“Original Lender” means a person which is named in Schedule 1 (Lenders and their Commitments);

“Original Obligors” means the Co-ordinator, the Original Borrowers and the Original Guarantors;

“Outstandings” means all amounts outstanding from time to time under the Facility;

“Parent” means Avis Budget Car Rental, LLC, a Delaware limited liability company;

“Participating Member State” means any member of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

“Party” means a party to this Agreement;

“Permitted Avis Europe/Xxxxx Guarantees” means any guarantee provided by Avis Europe or Xxxxx as guarantor:

(a)

in respect of any Permitted Avis Europe/Xxxxx Financial Indebtedness; or

(b)

arising in the ordinary course of Group Business (excluding financing other than as expressly included in this paragraph (b)), including in respect of:

(i) ordinary course rental and office facility lease obligations; and

(ii) hedging arrangements for fixing of interest rate risk and foreign exchange risk,

in either case, not involving any counter-indemnity obligation of either Avis Europe or Xxxxx (other than any Permitted Counter-Indemnities, as defined in Clause 19.3 (Loans and Financial Indebtedness)).

“Permitted Take-Out Financing” means, at any time in relation to any Borrower SPV, any transaction or series of related transactions providing for the securitisation of any Vehicle Fleet, Eligible Receivables or other assets of such Borrower, provided however, that such securitisation shall relate to the entire Vehicle Fleet of such Borrower SPV and shall be (a) on terms acceptable to the Mandated Lead Arranger and (b) substantially in line with the terms of the Engagement Letter, and provided that in each case the Vehicle Fleet which is the subject of the securitisation complies with the Vehicle Fleet Concentration Limits;

“Permitted Take-Out Financing Amount” means, with respect to a Take-Out Borrower, the aggregate principal amount of the indebtedness incurred with respect to a Permitted Take-Out Financing applicable to such Take-Out Borrower and applied, if there are any proceeds received by a Take-Out Borrower in relation to a Permitted Take-Out Financing, to the repayment of the Outstandings of such Take-Out Borrower to the extent required by Clause 11.3 (Mandatory Prepayment in Full);

“Permitted Take-Out Financing Document” means any agreement entered into by an Obligor that documents one or more aspects of a Permitted Take-Out Financing;

“Permitted Transaction” means:

(a)

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Senior Finance Documents;

(b)

any transaction required in order to effect a Permitted Take-Out Financing; or

(c)

transactions (other than the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms;

“Potential Event of Default” means any event which (with the expiry of a grace period, the giving of notice or the making of any determination under the Senior Finance Documents or any combination of any of the foregoing) would constitute an Event of Default;

“Prepayment Account” means an interest bearing account in the name of the applicable Borrower with the Security Agent (bearing interest at the market rate applicable at such time to any such interest bearing accounts held with such bank) in relation to a Permitted Take-Out Financing Amount which is pledged, charged or assigned to the Finance Parties represented by the Security Agent or to the Security Agent pursuant to the Security Documents from which the only withdrawals which may be made by the applicable Take-Out Borrower are provided in Clause 11.6 (Prepayment Accounts);

“Programme Asset” means each Eligible Asset which is the subject of a Vehicle Manufacturer Programme;

“Proportion” in relation to a Lender, means:

(a)

in relation to an Advance to be made under this Agreement, the proportion borne by such Lender’s Available Commitment in respect of the relevant Tranche to the aggregate Available Commitment in relation to such Tranche;

(b)

in relation to an Advance or Advances outstanding under this Agreement, the proportion borne by such Lender’s share of the amount of such Advance or Advances to the total amount thereof;

(c)

if paragraph (a) above does not apply and there are no Outstandings, the proportion borne by the aggregate of such Lender’s Available Commitment to the Available Facility (or, if the Available Facility is then zero, by its Available Commitment to the Available Facility immediately prior to its reduction to zero); and

(d)

if paragraph (b) above does not apply and there are any Outstandings, the proportion borne by such Lender’s share of the amount of the Outstandings to the amount of all the Outstandings for the time being,

in each case, as adjusted pursuant to Clause 2B (Rebalancing Lender Proportions) and provided that nothing in this definition shall require any Lender to advance more than its Commitment from time to time;

“Protected Party” means a Finance Party which is or will be subject to any tax liability in relation to any amount payable under or in relation to a Senior Finance Document;

“Qualifying Lender” means an Italian Qualifying Lender, a German Qualifying Lender, a Spanish Qualifying Lender and/or a United Kingdom Qualifying Lender, as the case may be;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, at 11.00 a.m. (Brussels time) two TARGET Days before the first day of that period, provided that if market practice differs in the Relevant Interbank Market for a currency, the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days);

“Rebalancing Date” means an Advance Rebalancing Date, a Cancellation Rebalancing Date, a Transfer Rebalancing Date or a Repayment Rebalancing Date (as applicable);

“Receivables Charge” means a first ranking security assignment (or equivalent first ranking security interest) in respect of receivables in the agreed form executed or to be executed in favour of the Finance Parties represented by the Security Agent, as security for all the actual, contingent, present and/or future obligations and liabilities of the relevant Obligor under or pursuant to the Senior Finance Documents;

“Reference Banks” means, in relation to EURIBOR and Mandatory Cost Rate, the principal offices in Paris of Crédit Agricole Corporate and Investment Bank, BNP Paribas and The Royal Bank of Scotland or such other bank or banks as may be appointed as such by the Facility Agent after consultation with the Co-ordinator;

“Related Fund” means, in relation to a fund (the “first fund”), any other fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, any other fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;

“Related Opco” means, in relation to an SPV, the Opcos to which such SPV leases Vehicles;

“Relevant Interbank Market” means the European interbank market;

“Relevant Jurisdiction” means, in relation to an Obligor, its jurisdiction of incorporation;

“Repayment Date” means, in relation to any Advance, the last day of its Term being a Settlement Date;

“Repeating Representations” means each of the representations and warranties set out in Clause 16 (Representations) other than those set out in:

(a)

Clause 16.6 (No Filing or Stamp Taxes);

(b)

Clause 16.11 (Original Financial Statements);

(c)

Clause 16.16 (Structure);

(d)

Clause 16.17 (Environmental Matters);

(e)

Clause 16.21 (Pension Plans); and

(f)

Clause 16.25 (Centre of Main Interests);

“Reporting Date” means the Specified Business Day falling two Specified Business Days before each Information Date;

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Reservations” means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation on enforcement as a result of laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws affecting the rights of creditors generally and by general equitable principles, the time-barring of claims under applicable statutes of limitation, rules against penalties and similar principles and any other reservations or qualifications of law contained in any legal opinion delivered to the Facility Agent pursuant to the Senior Finance Documents;

“S&P” means Standard & Poor’s Ratings Services (a division of The XxXxxx-Xxxx Companies, Inc.) or any successor to its rating business;

“Sale” means the sale or other disposal of all or substantially all of the assets of Avis Europe, or all or substantially all of the business of Avis Europe, other than to any SPVs as contemplated hereunder;

“Secured Finance Party” means any Finance Party;

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means:

(a)

each of the Initial Security Documents;

(b)

any other document (executed at any time) conferring or evidencing any Encumbrance, guarantee or other assurance against financial loss for, or in respect of, any of the obligations of the Obligors under this Agreement and designated as a Security Document by the Facility Agent and the Co-ordinator in writing; and

(c)

any other document executed at any time pursuant to any covenant in any of the Security Documents referred to in paragraph (a) or (b) above;

“Security Principles” means the principles listed on Schedule 9 (Security Principles);

“Senior Finance Documents” means this Agreement, any Borrower Accession Notice, the Security Documents, the Subordination Agreement, the ABCR Subordination Agreement, the Fee Letter, the Engagement Letter, the Dutch Parallel Debt Agreement and any other document designated in writing as a “Senior Finance Document” by the Facility Agent and the Co-ordinator;

“Settlement Date” means:

(a)

17 October 2011 or such other date as the Co-ordinator and the Facility Agent may agree; and

(b)

thereafter to and including the Final Maturity Date, the 20th day of each calendar month and, if this day is not a Specified Business Day, the next Specified Business Day;

“Spanish Civil Procedural Law” means Law 1/2000 of 7 January (Ley de Enjuiciamiento Civil);

“Spanish Group Member” means a member of the Avis Europe Group incorporated in Spain;

“Spanish Guarantor” means a Guarantor incorporated in Spain;

“Spanish Obligor” means an Obligor incorporated in Spain;

“Spanish Opco” means Avis Alquile un Coche S.A.;

“Spanish Public Document” means a documento público, being an escritura pública, póliza or efecto intervenido por fedatario público;

“Spanish Qualifying Lender” means, in relation to an Advance to a Borrower incorporated in Spain, a Lender which is beneficially entitled to the interest payable to that Lender under the Senior Finance Documents and:

(a)

is a Spanish credit entity or financial credit establishment registered with the Bank of Spain to which the provisions set out in the first paragraph of section (c) of Article 59 of Spanish Royal Decree 1777/2004 of 30 July 2004 apply;

(b)

is a Spanish permanent establishment of a non-Spanish financial institution to which the provision set out in the second paragraph of Article 8.1 of Spanish Royal Decree 1776/2004 of 30 July 2004 apply, and provided that the income derived from the interest paid by the Spanish Borrower is effectively connected to such Spanish permanent establishment;

(c)

is a resident for tax purposes in a member state of the European Union (other than Spain) not acting for the purposes of this contract through a permanent establishment in Spain or being a permanent establishment of such European Union resident located in another member state of the European Union (other than Spain), provided that they are not acting through a territory considered a tax haven (as defined in the Spanish tax regulations) and provided that the income derived from the interest paid by the Spanish Obligor is effectively connected to such European Union resident or European Union permanent establishment; or

(d)

is a Spanish Treaty Lender;

“Spanish Treaty Lender” means, in relation to an Advance to a Borrower incorporated in Spain, a Lender that (a) is treated as a resident of a jurisdiction having a double taxation agreement with Spain which makes provision for full exemption from tax on payment of interest imposed by Spain, for the purposes of the relevant double taxation agreement, and (b) does not carry on a business in Spain through a permanent establishment with which that Lender’s participation in a Senior Finance Document is effectively connected;

“Specified Business Day” means a day (other than a Saturday or a Sunday) on which banks generally are open for business in London, New York, Paris, Frankfurt am Main, Madrid and Milan;

“SPV” means any person that:

(a)

is organised as a special purpose company, partnership or other legal person and satisfies the “bankruptcy remote” criteria of each Lender;

(b)

is formed principally for the purpose of (i) leasing Vehicles to an Opco in relation to the Facility, (ii) purchasing and selling (conditionally or otherwise) Vehicles and/or (iii) becoming an Eligible SPV; and

(c)

is organised in (i) a Core Country in relation to the Facility or (ii) any other jurisdiction satisfactory to the Facility Agent (acting reasonably);

“SPV Operating Document” means any operating document to which a Borrower SPV is a party (including, without limitation, any master operating lease agreement, servicing agreement, the Master Definitions Schedule, the VAT Loan Agreement, any shareholders’ agreement and the Borrower SPV’s constitutional documents) entered into from time to time with the prior written approval of the Majority Lenders;

“SPV Security Document” means any Security Document to which a Borrower SPV is a party;

“Subordination Agreement” means the subordination agreement dated 5 December 2011 entered into between, among others, Avis Europe, the Original Borrowers, the Original Guarantors, the Mandated Lead Arranger, the Facility Agent, the Security Agent and the Lenders;

“Subsidiary” means, in relation to any company, corporation or legal entity (a “holding company”), any company, corporation or legal entity:

(a)

which is controlled, directly or indirectly, by the holding company;

(b)

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c)

which is a subsidiary of another subsidiary of the holding company,

and, for these purposes, a company, corporation or legal entity shall be treated as being controlled by another if that other company, corporation or legal entity is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Swingline Rate” means, in respect of any Swingline Advance to the extent that there is no EURIBOR available for the exact period of such Swingline Advance, the linear interpolation of (a) the EURIBOR available for the period the duration of which is closest to the period of such Swingline Advance without exceeding it and (b) the EURIBOR available for the period the duration of which exceeds the period of such Swingline Advance by the fewest days possible;

“Take-Out Borrower” means a Borrower SPV which is itself subject to a Permitted Take-Out Financing;

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007;

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro;

“Tax” and “tax” means any tax, levy, impost, duty or other charge or withholdings of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying the same);

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Senior Finance Document is either:

(a)

a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company;

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax;

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment made or to be made under a Senior Finance Document;

“Tax Payment” means either the increase in any payment made by an Obligor to a Finance Party under paragraph (c) of Clause 12.1 (Tax Gross-up) or any amount payable under Clause 12.2 (Tax Indemnity);

“Term” means, save as otherwise provided herein, in relation to an Advance, a period beginning on the Utilisation Date for such Advance and ending on:

(a)

in the case of a Revolving Advance, the first Settlement Date to occur following the Utilisation Date relating to such Revolving Advance; and

(b)

in the case of a Swingline Advance, the first Settlement Date to occur following the Utilisation Date relating to such Swingline Advance;

“Total Asset Value” means, as at any Calculation Date, the aggregate of the Borrower Asset Value of all the Ultimate Borrowers at such Calculation Date, provided that the Eligible Vehicles which are in excess of the Concentration Limits on any given Calculation Date shall not be taken into account in determining the Total Asset Value;

“Total Borrowing Base” means, as at any Calculation Date, the Advance Rate multiplied by the Total Asset Value as at such Calculation Date;

“Total Commitments” means €350,000,000 less any Commitments cancelled or reduced in respect of the Euro Tranche under this Agreement from time to time;

“Tranches” means the Italian Tranche and the Euro Tranche and “Tranche” means any one or more of them, as the context requires;

“Transaction Documents” means the Senior Finance Documents;

“Transfer Certificate” means a duly completed transfer certificate substantially in the form set out in Schedule 10 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Co-ordinator;

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate;

“Transition Date” means, in respect of each SPV and its Related Opco, the date on which each Eligible SPV accedes to the Agreement as a Borrower pursuant to Clause 21 (Acceding Borrowers);

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate, price or index;

“Treaty Lender” means a UK Treaty Lender, a German Treaty Lender, an Italian Treaty Lender or a Spanish Treaty Lender, as the case may be;

“UK Non-Bank Lender” means, where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party;

“UK Obligor” means an Obligor incorporated in the United Kingdom;

“UK Treaty Lender” means a Lender which:

(a)

is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;

(b)

does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(c)

fulfils any other conditions which must be fulfilled under the Treaty by residents of that UK Treaty State for such residents to obtain full exemption from taxation on interest imposed by the United Kingdom, subject to the completion of any necessary procedural formalities;

“UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest;

“Ultimate Borrower” means each of the German Opco and the Spanish Opco (in each case whilst it is a borrower under any Xxxxx On-Loan), the Italian Opco (whilst it is a Borrower) and each Borrower SPV;

“UNCITRAL Regulations” means the Cross-Border Insolvency Regulations 2006, SI2006/1030;

“United Kingdom Qualifying Lender” means, in relation to an Advance to a Borrower incorporated in the United Kingdom:

(a)

a Lender (other than a Lender within paragraph (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an Advance under a Senior Finance Document and is:

(i)

a Lender:

(1)

which is a bank (as defined for the purpose of section 879 of the ITA) making an Advance under a Senior Finance Document; or

(2)

in respect of an Advance made under a Senior Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that Advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that Advance; or

(ii)

a Lender which is:

(1)

a company resident in the United Kingdom for United Kingdom tax purposes;

(2)

a partnership each member of which is:

(A)

a company so resident in the United Kingdom; or

(B)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that Advance that falls to it by reason of Part 17 of the CTA;

(3)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that Advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(b)

a UK Treaty Lender; or

(c)

a building society (as defined for the purpose of section 880 of the ITA) making an Advance under a Senior Finance Document;

“Unpaid Sum” means any sum due and payable by an Obligor under any Senior Finance Document but unpaid;

“US” and “United States” means the United States of America, its territories and possessions;

“US Bankruptcy Law” means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law;

“US Guarantor” means a Guarantor that is organized, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia);

“Utilisation” means a utilisation of the Facility under this Agreement;

“Utilisation Date” means:

(a)

the date on which a Revolving Advance is to be made, which shall be a Settlement Date; and

(b)

the date on which a Swingline Advance is to be made (or is required to be made), which shall be the Specified Business Day falling three Specified Business Days after the Notification Date;

“Utilisation Request” means, in the case of all Advances, a duly completed notice substantially in the form set out in Schedule 12 (Utilisation Request);

“Value Added Tax Group” means any Obligors which form part of a VAT group permitted under Article 11 of Council Directive 2006/112/EC;

“VAT” means:

(a)

any tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Xxx 0000 and supplemental legislation and regulations); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above or elsewhere;

“VAT Loan Agreement” means the loan agreement entered into between Xxxxx as lender and Italian FleetCo as borrower pursuant to which loans may be advanced to enable Italian FleetCo to fund the VAT payable in connection with the purchase of Vehicles;

“VAT Payables” means, at any time and in relation to any Ultimate Borrower, the aggregate of all VAT payments owed by such Ultimate Borrower to the relevant taxation authority at such time;

“VAT Payables Amount” means, in relation to any Obligor, the aggregate amount of its VAT Payables;

“VAT Receivables” means, in relation to any Ultimate Borrower, and at any time as long as the Borrower Vehicle Fleet NBV taken into account for the calculation of the Borrower Asset Value of such Ultimate Borrower is positive, the aggregate of all VAT repayments owed by the relevant taxation authority to such Ultimate Borrower at such time and in respect of which evidence satisfactory to the Facility Agent (acting reasonably) has been received that such VAT repayment is owed to the relevant Ultimate Borrower, but excluding any VAT repayment in respect of which security in form and substance acceptable to the Security Agent has not been provided to the Security Agent in accordance with the Security Documents;

“Vehicle” means each passenger automobile or truck owned by the Ultimate Borrowers (including all redesignations, substitutions, replacements and exchanges with respect to such vehicles), together, in each case, with any replacement parts and repairs thereto;

“Vehicle Dealer” means, in relation to any Vehicle, the dealership (being an entity which is in the business of buying and selling cars and which is not a member of any Vehicle Manufacturer Group) which sells or buys such Vehicle to or from the relevant Ultimate Borrower;

“Vehicle Dealer Buy-Back Agreement” means, in relation to any Ultimate Borrower:

(a)

any agreement between such Ultimate Borrower and a Vehicle Dealer entered into prior to the date hereof with respect to the purchase by the Ultimate Borrower (from a Vehicle Dealer or Vehicle Manufacturer), and purchase by a Vehicle Dealer (from the Ultimate Borrower), of any Vehicle in accordance with the terms thereof; and

(b)

any agreement between such Ultimate Borrower and a Vehicle Dealer entered into on or after the date hereof with respect to the purchase by such Ultimate Borrower (from a Vehicle Dealer or Vehicle Manufacturer), and purchase from such Vehicle Dealer (from the Ultimate Borrower), of Vehicles, provided that such agreement is consistent with the Vehicle Dealer Buy-Back Agreement existing on the Closing Date with such Vehicle Dealer (if any) taking into consideration any change in the relevant Vehicle Dealer’s policy, or in the absence of such Vehicle Dealer Buy-Back Agreement, is in form and substance satisfactory to the Facility Agent (acting reasonably) and is consistent, in particular with respect to minimum holding periods, reconditioning and other costs incurred upon resale of Vehicles, with other Vehicle Dealer Buy-Back Agreements of such Ultimate Borrower;

“Vehicle Dealer Purchase Agreement” means, in relation to any Ultimate Borrower:

(a)

any purchase agreement between such Ultimate Borrower and a Vehicle Dealer entered into prior to the date hereof with respect to any Vehicle; and

(b)

any purchase agreement between such Ultimate Borrower and a Vehicle Dealer entered into on or after the date hereof with respect to any Vehicle, provided that such agreement is consistent with the Vehicle Dealer Purchase Agreement existing on the Closing Date with such Vehicle Dealer (if any) taking into consideration any change in the relevant Vehicle Dealer’s policy or, in the absence of such Vehicle Dealer Purchase Agreement, is in form and substance satisfactory to the Facility Agent (acting reasonably) and is consistent with other Vehicle Dealer Purchase Agreements of such Borrower;

“Vehicle Dealer Receivables” means, at any time and in relation to any Ultimate Borrower, the aggregate of the unpaid portion of all amounts (excluding amounts in respect of VAT) owed by any Vehicle Dealer to such Ultimate Borrower at such time pursuant to the disposition by such Borrower of any Vehicle under any Vehicle Dealer Buy-Back Agreement;

“Vehicle Fleet” means, at any Calculation Date and in relation to any Eligible SPV or Opco, all Eligible Vehicles that have been delivered to such Eligible SPV or Opco (as the case may be) in a Core Country, provided that in relation to a Borrower that is an Eligible SPV, any Eligible Vehicle which is leased by such SPV to its Related Opco pursuant to a finance or capital lease will be deemed to comply with the delivery requirement in this definition if such Eligible Vehicle is legally and beneficially owned by such SPV free and clear of all liens (other than a retention of title in favour of the corresponding Vehicle Manufacturer or Vehicle Dealer (as applicable));

“Vehicle Manufacturer” means, in relation to any Vehicle, any member of a Vehicle Manufacturer Group who is party to a Vehicle Manufacturer Purchase Agreement in respect of such Vehicle with any Ultimate Borrower;

“Vehicle Manufacturer Buy-Back Agreement” means, in relation to any Ultimate Borrower:

(a)

any agreement between such Ultimate Borrower and a Vehicle Manufacturer entered into prior to the date hereof with respect to the purchase by such Ultimate Borrower, and the buy-back by such Vehicle Manufacturer, of any Vehicle in accordance with the terms thereof; and

(b)

any agreement between such Ultimate Borrower and a Vehicle Manufacturer entered into on or after the date hereof with respect to the purchase by such Ultimate Borrower, and the buy-back by such Vehicle Manufacturer, of any Vehicle, provided that such agreement is consistent with the Vehicle Manufacturer Buy-Back Agreements existing on the Closing Date with such Vehicle Manufacturer (if any) taking into consideration any change in the relevant Vehicle Manufacturer’s policy or, in the absence of such Vehicle Manufacturer Buy-Back Agreement, is in form and substance satisfactory to the Facility Agent (acting reasonably) and is consistent, in particular with respect to minimum holding periods, reconditioning and other costs incurred upon resale of Vehicles, with other Vehicle Manufacturer Buy-Back Agreements of such Ultimate Borrower;

“Vehicle Manufacturer Event of Default” means, with respect to any Vehicle Manufacturer, either of the following circumstances:

(a)

the relevant Vehicle Manufacturer has failed to pay when due pursuant to the terms of the relevant Vehicle Manufacturer Programmes and:

(i)

such failure continues unremedied for a period of 30 calendar days or more, the Euro Equivalent of €30,000,000 at such time;

(ii)

such amounts are not being contested in good faith by such Vehicle Manufacturer as evidenced in writing questioning the accuracy of amounts paid or payable with respect to certain Vehicles subject to Vehicle Manufacturer Programmes entered into by such Vehicle Manufacturer, (but excluding amounts arising pursuant to a general repudiation by such Vehicle Manufacturer of all of its obligations under all of its Vehicle Manufacturer Programmes with such Ultimate Borrowers); and

(iii)

such Ultimate Borrowers have not established an adequate reserve (as determined by such Ultimate Borrowers, acting reasonably) in respect of such amounts; or

(b)

any of the events described in Clause 20.6 (Insolvency), Clause 20.7 (Insolvency Proceedings), or Clause 20.9 (Execution or Distress) occur in respect of such Vehicle Manufacturer and/or the Vehicle Manufacturer Group Head Entity of the Vehicle Manufacturer Group of which such Vehicle Manufacturer is a member;

“Vehicle Manufacturer Group” means each vehicle manufacturer group identified as such in Schedule 13 (Vehicle Manufacturer Group Table) as such Schedule may be amended from time to time as provided for therein, it being provided that each such Vehicle Manufacturer Group shall include (a) the relevant Vehicle Manufacturer Group Head Entity set out in the relevant column in the above-mentioned table opposite that group, (b) the relevant Vehicle Manufacturer Group Rating Entity set out in the relevant column in the above-mentioned table opposite that Group (if any) and (c) any Subsidiary of such Vehicle Manufacturer Group Head Entity, (and each such entity shall be a “member” of such Vehicle Manufacturer Group);

“Vehicle Manufacturer Group Head Entity” has the meaning ascribed to it in the table set out in Schedule 13 (Vehicle Manufacturer Group Table) with respect to the relevant Vehicle Manufacturer Group;

“Vehicle Manufacturer Group Rating Entity” has the meaning ascribed to it in the table set out in Schedule 13 (Vehicle Manufacturer Group Table) with respect to the relevant Vehicle Manufacturer Group;

“Vehicle Manufacturer Guarantee” means, in relation to any Vehicle Dealer and any Vehicle Dealer Buy-Back Agreement, any guarantee granted by a Vehicle Manufacturer benefiting any Ultimate Borrower with respect to the obligations of such Vehicle Dealer under such Vehicle Dealer Buy-Back Agreement, which guarantee, if entered into after the date hereof, shall be in form and substance satisfactory to the Facility Agent (acting reasonably);

“Vehicle Manufacturer Programme” means, in relation to any Ultimate Borrower and any Vehicle Manufacturer, any Vehicle Manufacturer Buy-Back Agreement to which such Vehicle Manufacturer and such Ultimate Borrower are parties and any Vehicle Manufacturer Guarantee from which such Ultimate Borrower benefits;

“Vehicle Manufacturer Purchase Agreement” means, in relation to any Ultimate Borrower:

(a)

any purchase agreement between such Ultimate Borrower and a Vehicle Manufacturer entered into prior to the date hereof with respect to any Vehicle; and

(b)

any purchase agreement between such Ultimate Borrower and a Vehicle Manufacturer entered into on or after the date hereof with respect to any Vehicle, provided that such agreement is consistent with the Vehicle Manufacturer Purchase Agreement and Vehicle Manufacturer Buy-Back Agreement existing on the Closing Date with such Vehicle Manufacturer (if any) taking into consideration any change in the relevant Vehicle Manufacturer’s policy or, in the absence of such Vehicle Manufacturer Purchase Agreement, is in form and substance satisfactory to the Facility Agent (acting reasonably) and is consistent with other Vehicle Manufacturer Purchase Agreements of such Ultimate Borrower; and

“Vehicle Manufacturer Receivables” means, at any time and in relation to any Ultimate Borrower, the aggregate of all amounts (excluding amounts in respect of VAT and volume bonuses) owed by any Vehicle Manufacturer to such Ultimate Borrower at such time pursuant to the disposition by such Ultimate Borrower of any Vehicle under any Vehicle Manufacturer Buy-Back Agreement and to any Vehicle Manufacturer Guarantee.

1.2

Accounting Expressions

All accounting expressions which are not otherwise defined in this Agreement shall be construed in accordance with Applicable Accounting Principles.

1.3

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

the “Facility Agent”, a “Mandated Lead Arranger”, the “Security Agent”, any “Finance Party”, any “Obligor”, a “Lender” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“agreed form” means, in relation to any document, the form agreed by the Mandated Lead Arranger and Avis Europe prior to the date of this Agreement;

“assets” includes present and future properties, revenues and rights of every description;

“determines” or “determined” means, unless otherwise specified, a determination made in the discretion (absent manifest error) of the person making the determination;

the “equivalent” on any given date in one currency (the “first currency”) of an amount denominated in another currency (the “second currency”) is a reference to the amount of the first currency which could be purchased with the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

“month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day or Specified Business Day where the context so requires, it shall end on the next succeeding Business Day or Specified Business Day where the context so requires, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day or Specified Business Day where the context so requires, provided that, if a period starts on the last Business Day or Specified Business Day where the context so requires in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day or Specified Business Day where the context so requires in that later month (and references to “months” shall be construed accordingly);

a “person” shall be construed as a reference to any person, individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a “security interest” includes any type of security and transfer by way of security;

“trustee”, “fiduciary” and “fiduciary duty” has in each case the meaning given to such term under any applicable laws;

“week” is a reference to a period starting on a Monday and ending on the following Sunday;

a “wholly-owned Subsidiary” of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company’s or corporation’s wholly-owned Subsidiaries or nominees for that other company or corporation or its wholly-owned Subsidiaries save for those minimum number of shares to be held by several shareholders or the members of the board of directors; and

the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors.

(b)

In this Agreement, where it relates to a Dutch entity, a reference to:

(i)

a necessary action to authorise, where applicable, includes without limitation:

(a)

any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

(b)

obtaining unconditional positive advice (advies) from each competent works council;

(ii)

a winding-up, administration or dissolution includes a Dutch entity being:

(c)

declared bankrupt (failliet verklaard); or

(d)

dissolved (ontbonden);

(iii)

a moratorium includes surseance van betaling and granted a moratorium includes surseance verleend;

(iv)

a trustee in bankruptcy includes a curator;

(v)

an administrator includes a bewindvoerder;

(vi)

a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(vii)

an attachment includes a beslag.

(c)

Unless a contrary indication appears, a term used in any other Senior Finance Document or in any notice given under or in connection with any Senior Finance Document has the same meaning in that Senior Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

1.4

Currency Symbols

“£” and “Sterling” denote the lawful currency of the United Kingdom, and “€” and “Euro” mean the single currency unit of Participating Member States.

1.5

Statutes

Any reference in this Agreement to a statute or a statutory provision shall, save where a contrary intention is specified, be construed as a reference to such statute or statutory provision as the same shall have been, or may be, amended or re-enacted.

1.6

Time

Any reference in this Agreement to a time of day shall, unless a contrary indication appears, be a reference to London time. Any act required to be taken on a day which is not a Specified Business Day shall be taken on the next succeeding Specified Business Day unless otherwise specifically provided in this Agreement.

1.7

References to Agreements

Unless otherwise stated, any reference in this Agreement to any agreement or document (including any reference to this Agreement) shall be construed as a reference to:

(a)

such agreement or document as amended, varied, novated or supplemented from time to time;

(b)

any other agreement or document whereby such agreement or document is so amended, varied, supplemented or novated; and

(c)

any other agreement or document entered into pursuant to or in accordance with any such agreement or document.

1.8

Headings

Clause and Schedule headings are for ease of reference only.

1.9

Singular and Plural

Any reference in this Agreement to words importing the plural shall include the singular and vice versa.

1.10

Calculations

Save as otherwise indicated herein, if any amount under this Agreement is required to be determined in relation to any Obligor at any time, such amount shall be determined in Euro; provided that, if any portion of such amount includes an amount denominated or expressed in any currency other than the relevant Designated Currency indicated above, such portion shall be equal to its Designated Currency Equivalent at such time.

1.11

Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

1.12

Security

For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, none of the Obligors shall be deemed to, or be interpreted to, have granted a security interest or an Encumbrance, or have agreed to grant a security interest or an Encumbrance, in favour of any Finance Party whatsoever, until and unless a relevant Security Document to which such Obligor is a party shall have been executed and delivered by such Obligor, and this Agreement is not a Security Document.

2	The Facility

2.1

Grant of the Facility

The Lenders grant to the Borrowers, upon the terms and subject to the conditions hereof, a revolving credit facility as follows:

(a)

in the case of the Euro Lenders, a tranche in a maximum aggregate amount of the Total Commitments less the aggregate principal amount outstanding of the Italian Tranche (the “Euro Tranche”) to be available in Euro; and

(b)

in the case of the Italian Lenders, a tranche in a maximum aggregate amount of the Italian Amount less an amount (subject to a minimum of zero) equal to:

(i)

the aggregate principal amount outstanding of the Euro Tranche; minus

(ii)

an amount equal to the Total Commitments less the Italian Amount,

(the “Italian Tranche”) to be available in Euro.

For the purposes of this Clause, the “Italian Amount” means €157,500,000 less any Commitments cancelled or reduced in respect of the Italian Tranche from time to time.

2.2

Purpose

(a)

The proceeds of each Revolving Advance made on the first Utilisation Date will be applied in or towards refinancing existing indebtedness of the Avis Europe Group (including any loans made by the Parent to the Obligors).

(b)

The proceeds of each Revolving Advance made after the first Utilisation Date and of each Swingline Advance will be applied in or towards:

(i)

financing a portion of the Capitalised Costs and any part of the purchase price of the Vehicles which are the subject matter of such Capitalised Costs which represent VAT, of the relevant Ultimate Borrower’s New Vehicles;

(ii)

financing the VAT Payables Amount;

(iii)

financing on-going working capital requirements and other general corporate expenditure of the Avis Europe Group;

(iv)

in the case of Xxxxx only, financing Xxxxx On-Loans, the proceeds of which must be applied by German Opco or Spanish Opco for one or more of the purposes set out in paragraphs (i) to (iii) above in respect of the relevant Opco; and

(v)

refinancing of any Revolving Advance or Swingline Advance by way of a Rollover Advance.

2.3

Finance Parties’ Rights and Obligations

(a)

The obligations of each Finance Party under the Senior Finance Documents are several and the failure by a Finance Party to perform any of its obligations under the Senior Finance Documents shall not affect the obligations of any other party under the Senior Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Senior Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Senior Finance Documents are separate and independent and any debt arising under the Senior Finance Documents at any time from an Obligor to any Finance Party shall be a separate and independent debt.

(c)

Each Finance Party may, except as otherwise stated in the Senior Finance Documents, separately enforce its rights under this Agreement.

2.4

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed under this Agreement.

2A	Determining the Fixed Commitment Proportion

(a)

The Facility Agent shall maintain a copy of the table set out in Schedule 1A (Lenders’ Fixed Commitment Proportion) (the “Fixed Commitment Table”) and shall be responsible for maintaining the Fixed Commitment Table in accordance with this Clause.

(b)

On each Transfer Date, the Facility Agent shall amend the Fixed Commitment Table such that:

(i)

each Lender (including each New Lender which becomes a Lender on the relevant Transfer Date) is listed in the column headed “Lender”;

(ii)

each Dual Tranche Lender is identified as such in an annotation to that Lender’s name and is combined, for the purposes of the proportions set out in the column headed “Fixed Commitment Proportion”, with each other Lender in its Dual Tranche Lender Group;

(iii)

each Lender which is not a Dual Tranche Lender is identified as such in an annotation to that Lender’s name; and

(iv)

the column headed “Fixed Commitment Proportion” includes a percentage for each Dual Tranche Lender Group as a whole and each Lender which is not a Dual Tranche Lender reflecting the proportion borne by:

(e)

in the case of any Dual Tranche Lenders, the maximum aggregate amount which the relevant Dual Tranche Lender Group would be obliged to advance pursuant to this Agreement; or

(f)

in the case of any Lender which is not a Dual Tranche Lender, the Commitment of such Lender,

(in each case in respect of the Tranches (in aggregate)) to the Total Commitments.

(c)

Promptly following each Transfer Date the Facility Agent shall provide each Lender and the Co-ordinator with a copy of the Fixed Commitment Table.

(d)

The Fixed Commitment Proportions set out in the Fixed Commitment Table from time to time shall (absent manifest error) be conclusive and binding on all Parties.

2B	Rebalancing Lender Proportions

2B.1

Rebalancing

(a)

This Clause sets out the circumstances in which the participation of the Lenders in Advances will be adjusted so that each Lender’s respective Proportion of the aggregate of all Advances made under this Agreement is equal to, so far as possible given such Lender’s respective participation in the Euro Tranche and the Italian Tranche, the Fixed Commitment Proportion of the respective Lender provided that for the purposes of this Clause, the Lenders within the same Dual Tranche Lender Group shall be considered as a single Lender.

(b)

This Clause sets out an arrangement between the Lenders which shall not (i) affect the total amount of any Advance made or Commitment available to any Borrower; or (ii) require a Borrower to make any payment or prepayment which is not otherwise required pursuant to this Agreement.

2B.2

Rebalancing on the Date of an Advance

In relation to an Advance to be made under this Agreement, if on the date of such Advance (the “Advance Rebalancing Date”):

(a)

any Lender is not a Dual Tranche Lender; and

(b)

taking into account any other Advances to be made on the Advance Rebalancing Date in accordance with each Lender’s respective Proportion, the Proportion of the participation of each Lender or Dual Tranche Lender Group in all the outstanding Advances would not be equal to its Fixed Commitment Proportion immediately following the Advance Rebalancing Date but for the operation of this Clause,

then the Proportion of each Lender’s participation in Advances made prior to the Advance Rebalancing Date shall be rebalanced in accordance with Clause 2B.5 (Rebalancing Process).

2B.3

Rebalancing on the Date of a Prepayment or Repayment

If, on any date on which a prepayment or repayment occurs under this Agreement (the “Repayment Rebalancing Date”):

(a)

any Lender is not a Dual Tranche Lender; and

(b)

taking into account any Advances to be made on the Repayment Rebalancing Date in accordance with each Lender’s respective Proportion, the Proportion of the participation of each Lender or Dual Tranche Lender Group in all the outstanding Advances would not be equal to its Fixed Commitment Proportion immediately following the Repayment Rebalancing Date but for the operation of this Clause,

then the Proportion of each Lender’s participation in Advances made prior to the Repayment Rebalancing Date which are not repaid on the Repayment Rebalancing Date shall be rebalanced in accordance with Clause 2B.5 (Rebalancing Process).

2B.4

Rebalancing on a Transfer Date

If on any Transfer Date (the “Transfer Rebalancing Date”):

(a)

any Lender is not a Dual Tranche Lender immediately before or after the Transfer Rebalancing Date; and

(b)

taking into account any assignment, transfer or change effected on the Transfer Rebalancing Date by a Transfer Agreement or an Assignment Agreement, the Proportion of the participation of each Lender or Dual Tranche Lender Group in all the outstanding Advances would not be equal to its Fixed Commitment Proportion (amended in accordance with Clause 2A (Determining the Fixed Commitment Proportion)) immediately following the Transfer Rebalancing Date but for the operation of this Clause,

then the Proportion of each Lender’s participation in Advances made prior to the Transfer Rebalancing Date shall be rebalanced in accordance with Clause 2B.5 (Rebalancing Process).

2B.5 Rebalancing Process

If this Clause applies pursuant to Xxxxxx 0X.0, 0X.0, 0X.0 or 11.5(a)(ii), then:

(a)

where any Lender’s Proportion of the outstanding Advances following the Rebalancing Date would (but for this Clause 2B.5) be less than such Lender’s (or, if applicable, such Dual Tranche Lender Group’s) Fixed Commitment Proportion (each such Lender an “Increase Lender”), such Lender’s participation in such Advances shall be increased to the lowest of (x) an amount such that the Lender or Dual Tranche Lender Group’s (as applicable) Proportion of such outstanding Advances is equal to the Fixed Commitment Proportion; (y) the Commitment of that Lender in respect of the relevant Tranche; and (z) 100 per cent. of all Advances made under the relevant Tranche;

(b)

if the participation in the outstanding Advances of any Lender is not increased in accordance with paragraph (a) (each such Lender, a “Decrease Lender”), the participation in the outstanding Advances of such Decrease Lender shall be reduced to (subject to a minimum of zero) an amount such that the Lender or Dual Tranche Lender Group’s (as applicable) Proportion of such outstanding Advances is equal to the Fixed Commitment Proportion;

(c)

if, in relation to any Advance to be made under this Agreement, it would be impossible for the proportion borne by any Dual Tranche Lender Group in respect of the aggregate Advances under this Agreement not to exceed its Fixed Commitment Proportion, each Dual Tranche Lender which is a member of such Dual Tranche Lender Group shall not participate in such Advance (and shall only participate once there is no such excess);

(d)

the Facility Agent shall calculate each increase or decrease required in accordance with paragraphs (a) and (b) respectively and shall (no later than 10 a.m. on (i) in the case of any rebalancing pursuant to Clause 2B.2 (Rebalancing on the Date of an Advance), the day falling two Business Days prior to the Advance Rebalancing Date; or (ii) otherwise, the relevant Rebalancing Date) provide a report (the “Rebalancing Report”) to the Lenders setting out (i) the amount of such increase or decrease; (ii) the payments which shall be made by each Increase Lender to each Decrease Lender to reflect the rebalancing of participations; and (iii) the payment details of the Decrease Lenders for the purposes of such payments (which shall be the payment details for such Decrease Lenders notified to the Facility Agent from time to time for the purposes of this Agreement). Such report shall (absent manifest error) be conclusive and binding on all Parties; and

(e)

the payments required pursuant to paragraph (c) shall be made by the relevant Increase Lender to the relevant Decrease Lender within 3 Business Days of such Lender receiving a Rebalancing Report.

3	Initial Conditions Precedent

No Borrower may deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part 1 of Schedule 6 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Co-ordinator and the Lenders promptly upon being so satisfied.

4	Utilisation of the Facility through Revolving Advances

4.1

Utilisation Conditions

Save as otherwise provided herein, a Revolving Advance will be made by the Lenders to a Borrower at the request of such Borrower, if:

(a)

the Closing Date has occurred;

(b)

not later than 10 a.m. on the day falling three Business Days prior to the proposed Utilisation Date, the Facility Agent has received a completed Utilisation Request from the Co-ordinator;

(c)

not later than 2 p.m. on the relevant Reporting Date, the Facility Agent has received the relevant Asset Report relating to such Borrower from the Co-ordinator;

(d)

the Borrower is:

(i)

in the case of a Revolving Advance to be made under the Italian Tranche, an Eligible Italian Borrower; or

(ii)

in the case of a Revolving Advance to be made under the Euro Tranche, Xxxxx or a Borrower SPV other than an Eligible Italian Borrower;

(e)

the proposed Utilisation Date:

(i)

in the case of any Revolving Advance to be made for any purpose set forth in paragraph (a) of Clause 2.2 (Purpose), is the first Utilisation Date; and

(ii)

in the case of any Revolving Advance to be made for the purpose set forth in paragraph (b) of Clause 2.2 (Purpose), is a Specified Business Day after the first Utilisation Date within the Availability Period provided that Revolving Advances will only be made on the Settlement Date, unless the Majority Lenders otherwise agree;

(f)

the proposed amount of such Revolving Advance is:

(i)

an amount equal to at least €1,000,000, provided that the aggregate amount of all Revolving Advances on such Utilisation Date shall be equal to at least €3,000,000; or

(ii)

if less, equal to the Available Facility;

(g)

the aggregate amount of all outstanding Advances to the relevant Borrower, together with the proposed amount of such Revolving Advance, does not exceed the Borrowing Base of such Borrower;

(h)

the aggregate amount of all outstanding Advances to all Borrowers together with the proposed amount of such Revolving Advance does not exceed the Total Borrowing Base;

(i)

(in respect of a Revolving Advance other than a Rollover Advance) the interest rate applicable to such Revolving Advance during its Term would not fall to be determined pursuant to Clause 8.2 (Market Disruption);

(j)

on and as of the proposed Utilisation Date (i) in the case of a Rollover Advance, no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Advance, no Default is continuing or would result from the proposed Advance and (ii) the Repeating Representations are true in all material respects, provided that the Facility Agent may assume that this condition has been satisfied unless it has received any notification to the contrary from the Co-ordinator prior to the Utilisation Date;

(k)

on and as of the proposed Utilisation Date in relation to a Rollover Advance, no declaration of acceleration of any Advance, nor cancellation of any Commitment shall have been made pursuant to Clause 11 (Cancellation and Prepayment);

(l)

immediately following the making of such Revolving Advance:

(i)

the aggregate outstanding amount of all Advances under each Tranche would not exceed the aggregate amount of each Lender’s Commitment in relation to such Tranche; and

(ii)

the amount of the Outstandings would not exceed the amount of the Total Commitments at such time; and

(m)

following the Settlement Date in December 2012, each Related Opco shall only have the right to request Advances as provided in paragraph (e) of Clause 18.14 (SPVs).

4.2

Each Lender’s Participation in Revolving Advances

(a)

Each Lender will, not later than 10 a.m. on the Specified Business Day immediately preceding the Utilisation Date, provide the Facility Agent with a confirmation either by e-mail or by fax that the payment of its respective Proportion of the Revolving Advance in favour of the Facility Agent has been ordered for value on the Utilisation Date.

(b)

Save as otherwise provided herein, each Lender will participate through its relevant Facility Office in each Revolving Advance made pursuant to this Clause 4.2 in its respective Proportion.

4.3

Reduction of Available Commitment

If a Lender’s Commitment is reduced pursuant to Clause 11 (Cancellation and Prepayment) or Clause 14 (Illegality) after the Facility Agent has received the Utilisation Request pursuant to this Clause 4 and such reduction was not taken into account in calculating the relevant Available Facility, then the amount of the relevant Revolving Advance shall be reduced accordingly.

5	Utilisation of the Facility through Swingline Advances

5.1

Utilisation Conditions

Save as otherwise provided herein, a Swingline Advance will be made by the Lenders to a Borrower at the request of such Borrower, if:

(a)

the Closing Date has occurred;

(b)

not later than 10 a.m. on the relevant Notification Date, the Facility Agent has received a completed Utilisation Request from the Co-ordinator;

(c)

the proposed Utilisation Date:

(i)

is the first Specified Business Day of a calendar week; and

(ii)

does not fall in the period commencing on (and including) each Information Date to (and including) the Settlement Date following such Information Date;

(d)

the Borrower is:

(i)

in the case of a Swingline Advance to be made under the Italian Tranche, an Eligible Italian Borrower; or

(ii)

in the case of a Swingline Advance to be made under the Euro Tranche, Xxxxx or a Borrower SPV other than an Eligible Italian Borrower;

(e)

the proposed amount of such Swingline Advance is:

(i)

an amount equal to at least €1,000,000, provided that the aggregate of the Euro amount of all Swingline Advances on such Utilisation Date shall be equal to at least €3,000,000; or

(ii)

if less, equal to the Available Facility;

(f)

the aggregate amount of all outstanding Advances to the relevant Borrower, together with the proposed amount of such Swingline Advance, does not exceed the Borrowing Base of such Borrower;

(g)

the aggregate amount of all outstanding Advances to all Borrowers together with the proposed amount of such Swingline Advance does not exceed the Total Borrowing Base;

(h)

on and as of the proposed Utilisation Date (i) no Default is continuing or would result from the proposed Advance and (ii) the Repeating Representations are true in all material respects, provided that the Facility Agent may assume that this condition has been satisfied unless it has received any notification to the contrary from the Co-ordinator prior to the Utilisation Date;

(i)

immediately following the making of such Swingline Advance:

(i)

the aggregate outstanding amount of all Advances under each Tranche would not exceed the aggregate amount of each Lender’s Commitment in relation to such Tranche; and

(ii)

the amount of the Outstandings would not exceed the amount of the Total Commitments at such time;

(j)

following the Settlement Date in December 2012, each Related Opco shall only have the right to request Advances as provided in paragraph (e) of Clause 18.14 (SPVs); and

(k)

no Borrower may request more than one Swingline Advance per week.

5.2

Delivery of a Utilisation Request for Swingline Advances

A Borrower may utilise the Facility by delivery (through the Co-ordinator) to the Facility Agent of a duly completed Utilisation Request not later than 10 a.m. on the relevant Notification Date.

5.3

Each Lender’s Participation in Swingline Advances

(a)

Each Lender will, not later than 10 a.m. on the Specified Business Day immediately preceding the Utilisation Date, provide the Facility Agent with a confirmation either by e-mail or by fax that the payment of its respective Proportion of the Swingline Advance in favour of the Facility Agent has been ordered for value on the Utilisation Date.

(b)

If the conditions set out in this Agreement have been met, each Lender shall participate through its relevant Facility Office in each Swingline Advance made available pursuant to this Clause 5 in its respective Proportion.

6	Co-ordinator

(a)

Each Original Obligor hereby irrevocably appoints the Co-ordinator to act as its agent for the purposes of the Senior Finance Documents, including, without limitation, the delivery of Utilisation Requests and the execution of any amendments or waivers contemplated under the terms of Clause 39 (Amendments). Each Acceding Borrower shall appoint the Co-ordinator as its agent for the purposes of the Senior Finance Documents by the execution of a Borrower Accession Notice. The Finance Parties may rely on a document signed by the Co-ordinator as if the Co-ordinator and each other Obligor had signed it.

(b)

The Co-ordinator shall be responsible for collecting and providing all information required to be delivered, in each case, by any Obligor to any Finance Party under this Agreement, including the relevant Asset Report on each Reporting Date.

(c)

The Co-ordinator may give a good receipt for any amount payable by a Finance Party to any Obligor. Any communication delivered to the Co-ordinator shall be deemed for the purposes of any Senior Finance Document to have been delivered to each other Obligor. Any communication made by the Co-ordinator to any Finance Party shall be deemed to have been made with the consent of each other Obligor.

(d)

Notwithstanding the above provisions of this Clause or any other provision of this Agreement, in the event that a Borrower SPV notifies the Co-ordinator and the Facility Agent of its decision to revoke the appointment of the Co-ordinator as its agent under this Agreement (and the Facility Agent consents to such revocation), such revocation will have for immediate effect that any provision of this Agreement which calls for, or relies upon, the notification by or to, or the approval or consent of, the Co-ordinator shall be deemed to be modified to require, in addition to the notification by or to, or the approval or consent of (as the case may be), the Co-ordinator, the notification by or to, or the approval or consent of, each SPV in respect of such SPV when such notification, approval or consent concerns such SPV.

7	Payment and Calculation of Interest

7.1

Payment of Interest

With respect to any Advance, the relevant Borrower shall pay accrued interest on that Advance on the Repayment Date relating to such Advance.

7.2

Calculation of Interest

The rate of interest on each Advance for each Interest Period shall be the rate per annum calculated to the nearest two decimal places, which is the sum of:

(a)

the Applicable Margin;

(b)

the Mandatory Cost Rate; and

(c)

either:

(i)

in relation to any Swingline Advance, the relevant Swingline Rate; or

(ii)

in relation to any Revolving Advance, EURIBOR.

7.3

Notification of Rates

The Facility Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

7.4

Italian Law Interest Cap

(a)

Notwithstanding any other provision of this Agreement, if at any time the TEG (as defined below) applicable to an Advance under the Italian Tranche exceeds the maximum amount set out by Italian Usury Laws at that time and that would constitute a breach of Italian Usury Laws, then the rate of interest payable by any Borrower which is an Eligible Italian Borrower in respect of that Advance shall be capped, for the shortest possible period, at an amount such that the TEG applicable to that Advance is equal to the maximum amount permitted under the Italian Usury Laws.

(b)

For the purposes of this Clause 7.4, “TEG” means the tasso effettivo globale calculated as set out in the instructions published by the Bank of Italy named “Istruzioni per la rilevazione dei tassi effettivi globali medi ai sensi xxxxx xxxxx sull’usura” dated August 2009 and as from time to time amended or supplemented.

8	Changes to the Calculation of Interest

8.1

Absence of Quotations

Subject to Clause 8.2 (Market Disruption), if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11 a.m. (Brussels time) on the Quotation Day, the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

8.2

Market Disruption

(a)

If a Market Disruption Event occurs in relation to an Advance for any Term, then the rate of interest on each Lender’s share of that Advance for the Term shall be the percentage rate per annum which is the sum of:

(i)

the Applicable Margin;

(ii)

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event by close of business on the date falling two Specified Business Days after the Quotation Day (or, if earlier, on the date falling three Specified Business Days prior to the date on which interest is due to be paid in respect of that Term), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source it may reasonably select; and

(iii)

the Mandatory Cost Rate, if any, applicable to that Lender’s participation in the Advance.

(b)

In this Agreement, “Market Disruption Event” means:

(i)

EURIBOR is to be determined by reference to the Reference Banks and at or about noon on the Quotation Day for the relevant Term and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR for the relevant Term; or

(ii)

before close of business in London on the Quotation Day for the relevant Term, the Facility Agent receives notification from a Lender or Lenders (whose participations in an Advance exceed 35 per cent. of that Advance) that the cost to it of funding its participation in that Advance from whatever source it may reasonably select would be in excess of EURIBOR.

8.3

Alternative Basis of Interest or Funding

(a)

If a Market Disruption Event occurs and the Facility Agent or the Co-ordinator so requires, the Facility Agent and the Co-ordinator shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Co-ordinator, be binding on all Parties to this Agreement.

8.4

Break Costs

(a)

Each Borrower shall, within three Specified Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by that Borrower on a day other than the last day of the Term for that Advance or Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount and showing (in reasonable detail) the calculation of its Break Costs for any Term in which they accrue.

Fees

9.1

Commitment Fee

(a)

The Co-ordinator shall pay (to the extent not already paid) to the Facility Agent for the account of each Lender a commitment fee on the amount of such Lender’s Fee Available Commitment in relation to the Facility from day to day commencing on the date of this Agreement and ending on the Final Maturity Date, such commitment fee to be calculated at the rate of 1.25 per cent. per annum.

(b)

The accrued commitment fee is payable quarterly on Settlement Dates, each being the last day of each successive period, with a first payment on the Settlement Date falling in December 2011 and thereafter each subsequent payment date being the Settlement Date falling in March, June, September and December in each year.

9.2

Other Fees

The Co-ordinator shall pay (to the extent not already paid) to the Facility Agent for its own account and/or for the account of the Lenders or the Security Agent (as applicable) each of the fees specified in the Fee Letter at the times, and in the amounts, specified in such letter.

10	Notification

10.1

Advances

No later than (a) in the case of a Revolving Advance, 2 p.m. on the relevant Information Date and (b) in the case of any Swingline Advance, 2 p.m. on the relevant Notification Date, the Facility Agent shall, in respect of any Advance made or to be made under this Facility, deliver a Notification, together (in the case of a Revolving Advance) with a copy of any Asset Report required to be delivered in relation to such Revolving Advance.

10.2

Repayment of Advances

(a)

Each Borrower which has drawn a Revolving Advance shall repay that Advance on the Repayment Date relating to that Advance.

(b)

Without prejudice to each Borrower’s obligation under paragraph (a) above, if a Revolving Advance is to be made available to a Borrower:

(i)

on the same day that a maturing Revolving Advance is due to be repaid by that Borrower; and

(ii)

for the purpose of refinancing the maturing Revolving Advance,

the aggregate amount of the new Revolving Advance shall be treated as if applied in or towards repayment of the maturing Revolving Advance so that:

if the amount of the maturing Revolving Advance exceeds the aggregate amount of the new Revolving Advances:

(a)

the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(b)

each Lender’s participation (if any) in the new Revolving Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Advances and that Lender will not be required to make its participation in the new Revolving Advances available in cash; and

if the amount of the maturing Revolving Advance is equal to or less than the aggregate amount of the new Revolving Advances:

(a)

the relevant Borrower will not be required to make any payment in cash;

(b)

each Lender will be required to make its participation in the new Revolving Advances available in cash only to the extent that its participation (if any) in the new Revolving Advances exceeds that Lender’s participation (if any) in the maturing Revolving Advance and the remainder of that Lender’s participation in the new Revolving Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Advance; and

(c)

all amounts outstanding under the Facility shall be repaid on the Final Maturity Date.

11	Cancellation and Prepayment

11.1

Voluntary Cancellation

The Co-ordinator may, by giving to the Facility Agent prior notice on a Reporting Date to that effect, cancel the whole or any part (being in a minimum amount of €5,000,000 (or its Euro Equivalent) and an integral multiple of €1,000,000 (or its Euro Equivalent)) of any Available Facility on the Settlement Date relating to such Reporting Date. Any such cancellation shall reduce permanently the Commitment of each Lender in relation to the Facility or such Tranche (as the case may be) rateably.

11.2

Automatic Cancellation

(a)

If a Mandatory Cancellation Event occurs, the Commitments shall be immediately cancelled and reduced to zero.

(b)

At the end of the Availability Period, any undrawn Commitment shall be cancelled and no further amount shall be capable of being drawn under the Facility.

11.3

Mandatory Prepayment in Full

(a)

Immediately upon receipt by any Borrower SPV of the proceeds of any Permitted Take-Out Financing, such proceeds shall be applied to pay 100 per cent. of the Advances made to such Borrower SPV, in each case, including any interest accruing thereon and any Break Costs related thereto. On the immediately succeeding Settlement Date, the Total Commitments shall be permanently reduced in accordance with Clause 11.5 (Reduction of the Total Commitment).

(b)

If a Mandatory Prepayment Event occurs:

(i)

the Co-ordinator shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)

a Lender shall not be obliged to fund a Utilisation; and

(iii)

if a Lender so requires and notifies the Facility Agent within five Business Days of the Co-ordinator notifying the Facility Agent of the event, the Facility Agent shall, by not less than two Business Days’ notice to the Co-ordinator, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Advances, together with accrued interest, and all other amounts accrued under the Senior Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

11.3A

Release of Borrower SPVs following Permitted Take-Out Financing

On or promptly after the Settlement Date immediately succeeding repayment of 100 per cent. of the Advances made to a Borrower SPV including any interest thereon and any Break Costs related thereto pursuant to paragraph (a) of Clause 11.3 (Mandatory Redemption in Full), the Security Agent and the Facility Agent shall (and each is irrevocably authorised without any further consent, sanction, authority or further confirmation from any Finance Party or Obligor to) unconditionally and irrevocably release:

(a)

that Borrower SPV from all of its obligations under the Senior Finance Documents;

(i)

any Security granted by that Borrower SPV over any of its assets pursuant to the Senior Finance Documents;

(ii)

any other claim of a Finance Party or another Obligor against that Borrower SPV or over that Borrower SPV’s assets; and

(iii)

any Security or guarantee granted in respect of Financial Indebtedness advanced to that Borrower SPV pursuant to Clause 19.3A (Loans to SPV Borrowers),

on behalf of the relevant Finance Party and Obligors. The relevant Borrower SPV shall cease to have any obligations under the Senior Finance Documents and shall cease to be an Obligor, Borrower or Guarantor for the purposes of the Senior Finance Documents.

(b)

If, pursuant to or for the purpose of a Permitted Take-Out Financing, after the Settlement Date referred to in paragraph (a) above, the Security Agent requires any release of any guarantee or Security granted by any Borrower SPV, each Party shall promptly enter into any release and/or other document and take any action which the Security Agent may reasonably require.

(c)

The Co-ordinator (acting on behalf of each Obligor) agrees that any Financial Indebtedness owed by the relevant Borrower SPV to any Obligor shall be treated as being discharged on the Settlement Date referred to in paragraph (a) above.

11.4

Opco Change of Control or Exceeding Borrowing Base

(a)

If an Opco Change of Control occurs in respect of any Opco:

(i)

in the case of the Italian Opco, the Italian Opco shall immediately prepay all Advances drawn by it; and

(ii)

in the case of any other Opco, such Opco shall immediately prepay all advances made to it by Xxxxx under any Xxxxx On-Loan and Xxxxx shall immediately prepay all Advances drawn by Xxxxx to finance a Xxxxx On-Loan advanced to such Opco.

(b)

If the aggregate outstanding amount of all Advances to:

(i)

the Italian Opco or any SPV Borrower exceeds the Borrowing Base of such Borrower, such Borrower will immediately prepay any Advances drawn by it (only to the extent that the aggregate outstanding amount of such Advances exceeds the Borrowing Base of such Borrower); and

(ii)

Xxxxx which are drawn by Xxxxx to finance a Xxxxx On-Loan to an Opco exceeds the Borrowing Base of such Opco, (A) the relevant Opco shall immediately prepay all advances made to it by Xxxxx under any Xxxxx On-Loan and (B) Xxxxx shall immediately prepay all Advances drawn by Xxxxx to finance a Xxxxx On-Loan advanced to such Opco, in each case to the extent that the aggregate outstanding amount of such advances exceeds the Borrowing Base of such Opco.

11.5

Reduction of the Total Commitment

(a)

Upon any prepayment pursuant to Clause 11.3 (Mandatory Prepayment in Full):

(i)

if each Borrower SPV is or has been subject to such Clause, the Total Commitments (and the Commitments of each Lender under each Tranche) at such time shall each be cancelled in full; and

(ii)

if a Borrower SPV under either the Euro Tranche or the Italian Tranche (the “Relevant Tranche”) (but not the Borrower SPV under the other Tranche) has been subject to such Clause, the Commitments of each Lender under such Tranche at such time shall be cancelled in full. For the avoidance of doubt, to the extent that (a) the Italian Tranche is fully prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full) and (b) the Euro Tranche is not prepaid by a Borrower SPV under Clause 11.3 (Mandatory Prepayment in Full), the Total Commitments shall not be reduced and Clause 2B.5 (Rebalancing Process) shall apply on the date of the prepayment (the “Cancellation Rebalancing Date”).

(b)

Upon any prepayment pursuant to paragraph (a) of Clause 11.4, (i) the Commitments at such time under the Tranche in respect of which the relevant Obligor is a Borrower shall be cancelled in an aggregate amount equal to the amount of such Commitments multiplied by a percentage equal to (x) the Borrower Vehicle Fleet NBV (as at the immediately preceding Calculation Date) of such Obligor divided by (y) the aggregate of the Borrower Vehicle Fleet NBV of all Ultimate Borrowers as at the same Calculation Date, (ii) the Commitments of each Lender under such Tranche shall accordingly be cancelled pro rata and (iii) such Obligor shall no longer be entitled to request Advances under the Facility.

11.6

Prepayment Accounts

(a)

The Facility Agent shall allow any amount credited to any Prepayment Account to be transferred out of such Prepayment Account to permit each Obligor to fulfil its obligations under paragraph (a) of Clause 18.15 (Permitted Take-Out Financing) upon presentation of evidence reasonably satisfactory to it that such amounts will be used for such purpose as soon as legally feasible following the date on which the funds were transferred out of such Prepayment Account.

(b)

Any amount credited to any Prepayment Account shall be freely transferable from such account starting on the first Business Day following the Settlement Date on which no sum due and payable by any Obligor pursuant to this Agreement remains outstanding.

11.7

Notice of Cancellation or Prepayment

Any notice of cancellation or prepayment given by the Co-ordinator pursuant to this Clause 11 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment.

11.8

Right of Replacement or Repayment and Cancellation in Relation to a Single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased pursuant to Clause 12.1 (Tax Gross-up);

(ii)

any Lender claims indemnification from a Borrower under Clause 12.2 (Tax Indemnity) or Clause 13.1 (Increased Costs); or

(iii)

an Additional Costs Rate is required in respect of such Lender,

the Co-ordinator may, whilst such circumstance continues, give the Facility Agent notice of cancellation of the Commitment of such Lender and its intention to procure the repayment of that Lender’s participation in the Advances or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b)

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Term which ends after the Co-ordinator has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Co-ordinator in that notice), each Borrower to which an Advance is outstanding shall repay that Lender’s participation in that Advance.

(d)

The Co-ordinator may, in the circumstances set out in paragraph (a) above, within 10 Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Co-ordinator which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 30 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest, Break Costs and other amounts payable in relation thereto under the Senior Finance Documents.

(e)

The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)

the Co-ordinator shall have no right to replace the Facility Agent;

(ii)

neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and

(iii)

in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Senior Finance Documents.

11.9

No Other Repayments or Cancellation

The Borrowers shall not repay or cancel all or any part of the Outstandings except at the times and in the manner expressly provided for in this Agreement.

11.10

Other Restrictions

(a)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(b)

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

(c)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(d)

If the Facility Agent receives a notice under this Clause 11, it shall promptly forward a copy of that notice to either the Co-ordinator or the affected Lender, as appropriate.

(e)

If all or part of an Advance is repaid or prepaid and is not available for redrawing, an amount of the Commitments (equal to the Designated Currency Amount of the amount of the Advance which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (e) shall reduce the Commitments of the Lenders rateably.

Taxes

12.1

Tax Gross-up

(a)

Each Obligor shall make all payments to be made by it under the Senior Finance Documents without any Tax Deduction, unless a Tax Deduction is required by Law.

(b)

Avis Europe shall ensure that the Co-ordinator or the relevant Obligor shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Facility Agent accordingly. Each Lender, upon becoming aware that it is not or has ceased to be a Qualifying Lender, shall promptly notify the Facility Agent accordingly and, upon receiving any such notification, the Facility Agent shall promptly notify the Co-ordinator and that Obligor of the same.

(c)

If a Tax Deduction is required by Law to be made by an Obligor (or, as the case may be, by the Facility Agent or the Security Agent) on any payment due to a Lender under the Senior Finance Documents, the amount of the payment due from that Obligor shall (subject to paragraphs (d), (e), (f) and (g) of this Clause 12 and except where expressly provided otherwise in the relevant Senior Finance Documents) be increased by an amount (the “Additional Amount”) which (after making the required Tax Deduction) leaves the Lender with an aggregate net payment equal to the full payment which would have been received by it if no such Tax Deduction had been required.

(d)

A UK Obligor will not be required to pay an Additional Amount in accordance with paragraph (c) above on account of Tax imposed by the United Kingdom if, on the date on which the payment falls due:

(i)

the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j)(i) below;

(ii)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a United Kingdom Qualifying Lender, but on that date that Lender is not or has ceased to be a United Kingdom Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any published practice or published concession of any relevant taxing authority;

(iii)

the relevant Lender is a United Kingdom Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of “United Kingdom Qualifying Lender” and:

an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from Avis Europe a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iv)

the relevant Lender is a United Kingdom Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of “United Kingdom Qualifying Lender” and:

the relevant Lender has not given a Tax Confirmation to the relevant Obligor or Avis Europe; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the relevant Obligor or Avis Europe, on the basis that the Tax Confirmation would have enabled the relevant Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA.

(e)

An Italian Obligor will not be required to make an increased payment in accordance with paragraph (c) above in respect of tax imposed by Italy in respect of any Advance under the Italian Tranche if:

(i)

the relevant Lender is an Italian Treaty Lender and the Italian Obligor is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (j) below; or

(ii)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been an Italian Qualifying Lender, but on that date that Lender is not or has ceased to be an Italian Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any published practice or concession of any relevant taxing authority.

(f)

A Spanish Obligor shall not be required to pay an Additional Amount to a Lender under paragraph (c) above in respect of an Advance to a Borrower incorporated in Spain for a Tax Deduction in respect of tax imposed by Spain, if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Spanish Qualifying Lender, but on that date that Lender is not or has ceased to be a Spanish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or double tax treaty or any published practice or concession of any relevant taxing authority; or

(ii)

the relevant Lender is a Spanish Qualifying Lender and the Spanish Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (o) below;

(g)

A German Obligor will not be required to pay an Additional Amount in accordance with paragraph (c) above in respect of an Advance to a Borrower incorporated in Germany on account of Tax imposed by Germany if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if it was a German Qualifying Lender, but on that date that Lender is not or has ceased to be a German Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or concession of any relevant taxing authority; or

(ii)

the relevant Lender is a German Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without a Tax Deduction had that Lender complied with its obligations under paragraph (j)(i) below.

(h)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law.

(i)

Within 45 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Finance Party entitled to the payment certified copies of tax receipts evidencing such payment or, if the practice of the relevant taxing authority is not to supply such receipt, a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction or (as applicable) other payment has been made to the relevant tax authority.

(j)

(i)

Subject to paragraph (ii) below, a Treaty Lender (other than a Spanish Treaty Lender) and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(ii)

Nothing in paragraph (i) above shall require a UK Treaty Lender to:

(A)

(B)

apply the HMRC DT Treaty Passport scheme to any Utilisation if it has so registered; or

(C)

file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (l) below or paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation) and the Obligor making that payment has not complied with its obligations under paragraph (m) below or paragraph (b) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation).

(k)

A UK Non-Bank Lender shall promptly notify Avis Europe and the Facility Agent if there is any change in the position from that set out in the Tax Confirmation.

(l)

A UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect, for the benefit of the Facility Agent, and without liability to any Obligor, by including its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Lenders and their Commitments).

(m)

Where a Lender includes the indication described in paragraph (l) above in Schedule 1 (Lenders and their Commitments):

(i)

Xxxxx shall, to the extent that that Lender is a Lender under a Facility made available to Xxxxx pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing;

(ii)

each Acceding Borrower incorporated in the United Kingdom shall, to the extent that that Lender is a Lender under a Facility made available to that Acceding Borrower pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of becoming an Acceding Borrower and shall promptly provide the Lender with a copy of that filing.

(n)

If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (l) above or paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation), no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation.

(o)

In relation to an Advance to a Borrower incorporated in Spain, on or before the first day upon which that Borrower is to make a payment of interest, the Lender shall provide the Borrower with a tax residence certificate duly issued by the tax authorities of its jurisdiction of residence certifying that the Lender is resident for tax purposes in such jurisdiction or, if a Spanish Treaty Lender, with a tax residence certificate certifying that the Lender is resident for tax purposes in such jurisdiction for the purposes of the applicable treaty, or with the corresponding form required under such treaty, if any. Each such Lender shall also deliver to the Spanish Borrower on a yearly basis a certificate of tax residence duly authorised by the competent tax authorities of its country of residence evidencing that such Lender is resident for tax purposes in that country for the purposes of the double tax treaty with Spain in the year when income is received.

12.2

Tax Indemnity

(a)

Subject to paragraph (b) of this Clause 12.2 and Clause 15.1 (Mitigation), Avis Europe shall (within 10 Business Days of demand by the Facility Agent) pay (or procure that the relevant Obligor pays) to a Protected Party an amount equal to the loss or liability which that Protected Party determines will be or has been suffered (directly or indirectly) for or on account of Tax by that Protected Party in respect of a Senior Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax of a Protected Party which is Tax on Overall Net Income of that Protected Party;

(ii)

with respect to any loss or liability which is compensated for by an increased payment under paragraph (c) of Clause 12.1 (Tax Gross-up) or would have been so compensated but was not so compensated because one of the exclusions in paragraph (d), (e), (f) or (g) of Clause 12.1 (Tax Gross-up) applied;

(iii)

to the extent of any loss or liability which is attributable to the wilful breach or gross negligence of that Protected Party.

(c)

A Protected Party making, or intending to make, a claim pursuant to paragraph (a) of this Clause 12.2 shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Co-ordinator.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.2, notify the Facility Agent.

(e)

In this Clause 12.2:

For the purpose of paragraph (a), any question of whether or not any relief, allowance, deduction, credit or right to repayment of tax has been lost or set off in relation to any person, and if so, the date on which that loss or set-off took place, shall be determined in good faith by that person.

“Tax on Overall Net Income” means any tax assessed on a Protected Party under the laws of the jurisdiction in which:

(a)

that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Protected Party is treated as resident for tax purposes; or

(b)

that Protected Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if, in either such case, that tax is imposed or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Protected Party or that Protected Party’s Facility Office (as the case may be).

12.3

Tax Credit

(a)

If an Obligor makes a Tax Payment and the relevant Finance Party reasonably determines acting in good faith that:

(i)

a Tax Credit is attributable to that Tax Payment; and

(ii)

that Finance Party has obtained, utilised and retained that Tax Credit in whole or in part,

the Finance Party shall pay to the Obligor such amount which that Finance Party determines, in good faith, will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

(b)

No Finance Party shall be obliged to make any payment under this Clause 12.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority.

(c)

No provision of this Clause 12 or any requirement of a Finance Party hereunder shall oblige any Finance Party to disclose any information regarding its business, tax affairs or tax computations (including its tax returns).

12.4

Lender Status Confirmation

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party (for the benefit of the Facility Agent and without liability to any Obligor) (in each case, in relation to an Advance to a Borrower incorporated in each of the UK, Italy, Germany and Spain), which of the following categories it falls in:

(a)

not a Qualifying Lender;

(b)

a Qualifying Lender (other than a Treaty Lender); or

(c)

a Treaty Lender.

If a New Lender fails to indicate its status in accordance with this Clause 12.4, then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor incorporated in the Relevant Jurisdiction) as if it is not a Qualifying Lender in relation to an Advance to a Borrower incorporated in the Relevant Jurisdiction until such time as it notifies the Facility Agent which category applies (and the Facility Agent, upon receipt of such notification, shall inform Avis Europe). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 12.4.

12.5

HMRC DT Treaty Passport scheme confirmation

(a)

A New Lender that is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Facility Agent and without liability to any Obligor) in the Transfer Certificate or Assignment Agreement which it executes by including its scheme reference number and its jurisdiction of tax residence in that Transfer Certificate or Assignment Agreement.

(b)

Where a New Lender includes the indication described in paragraph (a) above in the relevant Transfer Certificate or Assignment Agreement:

(i)

Xxxxx shall, to the extent that that New Lender becomes a Lender under a Facility which is made available to Xxxxx pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of that Transfer Date and shall promptly provide the Lender with a copy of that filing; and

(ii)

each Acceding Borrower incorporated in the United Kingdom which becomes an Acceding Borrower after the relevant Transfer Date shall, to the extent that that New Lender is a Lender under a Facility which is made available to that Acceding Borrower pursuant to Clause 2 (The Facility), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 working days of becoming an Acceding Borrower and shall promptly provide the Lender with a copy of that filing.

13	Increased Costs

13.1

Increased Costs

Subject to Clause 13.3 (Exceptions), the relevant Borrower shall (and Avis Europe shall procure that each relevant Borrower that is a member of the Avis Europe Group shall), within 10 Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation made after the date of this Agreement.

13.2

Increased Costs Claims

(a)

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Co-ordinator.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

13.3

Exceptions

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

compensated for by Clause 12.2 (Tax Indemnity) (or would have been compensated for under Clause 12.2 (Tax Indemnity) but was not so compensated solely because any exclusions in paragraph (b) of Clause 12.2 (Tax Indemnity) applied);

(c)

compensated for by the payment of the Mandatory Cost Rate;

(d)

attributable to the wilful breach by the relevant Finance Party or any of its Affiliates of any law or regulation; or

(e)

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision (“BCBS”) in June 2004 in the form existing on the date of this Agreement (but excluding any amendment taking account of or incorporating any measure contained in any of (A) “Basel III: A global regulatory framework for more resilient banks and banking systems”, (B) “Basel III: international framework for liquidity risk measurement, standards and monitoring”, (C) “Guidance for national authorities operating the countercyclical capital buffer”, in the case of (A), (B) and (C) published by the BCBS on 16 December 2010 each as amended, supplemented or restated or (D) any further papers, guidance or standards in relation to the “Basel 3 framework” published or to be published by the BCBS ((A)-(D) being “Basel III”)) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

13.4

Other Indemnities

The relevant Borrower shall (and Avis Europe shall procure that each relevant Borrower that is a member of the Avis Europe Group shall), within 10 Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Senior Finance Document on its due date, including, without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in an Advance requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)

an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Co-ordinator.

13.5

Indemnity to the Facility Agent and the Security Agent

The relevant Borrower shall (and Avis Europe shall procure that each relevant Borrower that is a member of the Avis Europe Group shall) indemnify the Facility Agent and the Security Agent against any cost, loss or liability incurred by the Facility Agent or the Security Agent (each acting reasonably) as a result of:

(a)

investigating any event which it reasonably believes is a Default; or

(b)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14	Illegality

If at any time it becomes unlawful in any relevant jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance:

(a)

that Lender shall promptly notify the Facility Agent upon becoming aware of that event; and

(b)

upon the Facility Agent notifying the Co-ordinator, the Available Commitments of that Lender will immediately be cancelled and its Commitments reduced to zero and such Lender shall not thereafter be obliged to participate in any Advance,

and each Borrower shall repay that Lender’s participation in the Advances made to that Borrower on the last day of the current Term for each Advance occurring after the Facility Agent has notified the Co-ordinator or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

15	Mitigation

15.1

Mitigation

(a)

Each Finance Party shall, if requested by and in consultation with the Co-ordinator, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or pursuant to, or cancelled pursuant to, any of Clause 12 (Taxes), Clause 13 (Increased Costs) or Clause 14 (Illegality) or Schedule 2 (Mandatory Cost Formulae) including (but not limited to) transferring its rights and obligations under the Senior Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Senior Finance Documents.

15.2

Limitation of Liability

(a)

Avis Europe shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. If reasonably requested by the Co-ordinator, a Finance Party shall give details in writing as to its opinion (subject to any applicable Law or confidentiality obligation).

16	Representations

(a)

Subject to paragraphs (b), (c) and (d) below, (i) each of the Original Obligors makes the representations and warranties set out in this Clause 16 to each Finance Party on the date of this Agreement and (ii) each Obligor other than the Original Obligors makes the representations and warranties set out in this Clause 16 to each Finance Party on the date of its accession as an Obligor hereto and in each case thereafter in accordance with Clause 16.26 (Repetition).

(b)

Notwithstanding paragraph (a) above, the following representations and warranties shall not be made by the Parent and shall not apply to the Parent:

(i)

Clause 16.10 (No Material Proceedings);

(ii)

Clause 16.13 (Asset Reports);

(iii)

Clause 16.14 (Indebtedness, Encumbrances and Loans); and

(iv)

Clauses 16.16 (Structure) to Clause 16.25 (Centre of Main Interests) inclusive.

(c)

Notwithstanding paragraph (a) above, the following representations and warranties shall not be made by any Borrower SPV, and shall not apply to any Borrower SPV:

(i)

Clause 16.6 (No Filing or Stamp Duties);

(ii)

Clause 16.8 (No Winding-up – No Insolvency Proceedings);

(iii)

Clause 16.11(a) (Original Financial Statements);

(iv)

Clause 16.16 (Structure – Group Structure Chart);

(v)

Clause 16.19(a) (Ownership of Assets);

(vi)

Clause 16.21 (Pension Plans);

(vii)

Clause 16.24 (Labour Relations);

(d)

Notwithstanding paragraph (a) above, Clause 16.27 only applies to Borrower SPVs.

16.1

Status, Power and Authority

(a)

It is a limited liability company, corporation or partnership, as the case may be, duly organised and validly existing under the laws of its jurisdiction of incorporation.

(b)

It is duly qualified and is authorised to do business and, in jurisdictions having a concept of good standing, is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications.

(c)

It has the power and capacity to own its assets and carry on its business as it is being conducted.

(d)

It has the power and capacity to enter into, deliver and perform, and has taken all necessary action (including, where required under applicable law, consulting with, or obtaining the approval of, works councils or similar bodies) to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

16.2

Claims Pari Passu

Its payment obligations under the Senior Finance Documents to which it is party rank and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally and subject to the provisions of the Subordination Agreement.

16.3

Governing Law and Judgments

In any legal proceedings taken in its Relevant Jurisdiction in relation to any of the Transaction Documents to which it is a party, the choice of law expressed in such documents to be the governing law of it and any judgment obtained in such jurisdiction will be recognised and enforced in accordance with the terms thereof, subject to the Reservations.

16.4

Compliance with Applicable Laws

Subject to the provisions of Clause 18.8 (Environmental Matters), it is in compliance with all applicable laws, regulations and directives to which it is subject, except where the failure to do so would not have a Material Adverse Effect.

16.5

All Actions Taken

All acts, conditions and things required to be done, fulfilled and performed in order:

(a)

to enable it to lawfully enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Transaction Documents to which it is a party; and

(b)

where applicable, to make the Transaction Documents to which it is party admissible in evidence in its Relevant Jurisdiction other than those filings which are necessary to perfect the Encumbrances created pursuant to the Security Documents,

have (in the case of paragraph (b) above, subject to the Reservations) been done, fulfilled and performed and are in full force and effect.

16.6

No Filing or Stamp Taxes

Under the laws of its Relevant Jurisdictions and subject to the Reservations, it is not necessary that any of the Transaction Documents to which it is a party be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any of them other than those filings which are necessary to perfect the Encumbrances created pursuant to, or in relation to, the Senior Finance Documents.

16.7

Binding Obligations

The obligations expressed to be assumed by it in the Transaction Documents to which it is a party, are legal, valid and binding and, subject to the Reservations, enforceable against it in accordance with the terms thereof.

16.8

No Winding-up – No Insolvency Proceedings

(a)

Other than with respect to the Parent, it has not taken any corporate action, nor have any other legal steps been taken by it or any third party or legal proceedings been started or (to the best of its knowledge and belief) threatened against it, for (i) its winding-up, dissolution, administration or other similar proceedings (other than any proceeding expressly permitted by this Agreement or approved by the Majority Lenders) or (ii) a suspension of payment or moratorium of any of its indebtedness with all of its creditors generally or (iii) the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues.

(b)

With respect to the Parent, it has not taken any corporate action, nor have any other legal steps been taken by it or (to the best of its knowledge and belief) any third party or legal proceedings been started, for (i) its winding-up, dissolution, administration or other similar proceedings with respect to its debt (other than any proceeding expressly permitted by this Agreement or approved by the Majority Lenders) or (ii) a suspension of payment or moratorium of all or substantially all of its indebtedness with all of its creditors generally or (iii) the appointment of a receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of all or substantially all of its assets.

(c)

With respect to an Obligor incorporated in Germany, neither:

(i)

a petition for insolvency proceedings in respect of its assets (Eröffnungsantrag) has been filed or any event has occurred which constitutes a cause for the initiation of insolvency proceedings (Eröffnungsantrag) as set out in sections 17 et seq. of the German Insolvency Code (Insolvenzordnung); nor

(ii)

has any action been taken pursuant to section 21 of the German Insolvency Code (Insolvenzordnung) by a competent court.

(d)

With respect to an Obligor incorporated in Italy, neither bankruptcy proceedings (faillimento) nor other insolvency proceedings (procedura concorsuale) provided under Italian Royal Decree 16 March 1942, No. 267, including any arrangement with creditors prior to bankruptcy (accordo di ristrutturazione di debiti and/or piano di risanamento attestato and/or concordato preventive and/or transazione fiscale) have been filed or initiated.

16.9

No Default

(a)

No Default is continuing or is reasonably likely to result from the making of a Utilisation, or the entering into, the performance of, or any transaction contemplated by any Transaction Document, the SPV Operating Documents or the grant of the Security Documents.

(b)

No other event or circumstance is outstanding or has occurred which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any of the foregoing, would constitute) a default (howsoever described) under any agreement or instrument which is binding on it or to which its assets are subject which has a Material Adverse Effect.

16.10

No Material Proceedings

No litigation, arbitration, regulatory or administrative proceeding of or before any court, arbitral body, or agency which is reasonably likely to be adversely determined and if so, would have a Material Adverse Effect:

(a)

has been started or is pending against it; or

(b)

has been threatened in writing against it.

16.11

Original Financial Statements

(a)

(i)

The Original Financial Statements with respect to the Avis Europe Group were (in the case of the Parent, to the best of its knowledge and belief) prepared in accordance with IFRS, consistently applied, and present a true and fair view of the financial position of the companies to which they relate at the date as of which they were delivered to the Facility Agent; and

(ii)

to the best of its knowledge the factual information (excluding, for the avoidance of doubt, any matters of opinion) contained in the Original Financial Statements with respect to the Avis Europe Group was, at the date of delivery to the Mandated Lead Arranger, true, accurate and complete in all material respects and not misleading in any material respect.

(b)

Its most recent financial statements (or, in the case of German Opco, those of AVIS Automervietung Beteiligungsgesellschaft mbH Oberursel) delivered pursuant to Clause 17.1 (Financial Statements) were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of the companies to which they relate (consolidated in the case of Avis Europe) at the date as of which they were delivered to the Facility Agent.

(c)

(i)

In respect of all Obligors, other than the Borrower SPVs: As at the date as of which its Original Financial Statements were prepared, neither it nor, as the case may be (in the case of the Parent, to the best of its knowledge and belief), any other Obligor had any liabilities, including off balance sheet commitments (required to be disclosed or reserved pursuant to IFRS (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein and, to the best of its knowledge, the Avis Europe Group had no unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

(ii)

In respect of the Borrower SPVs: As at the date as of which its Original Financial Statements were prepared, each Borrower SPV (and in the case of the Parent, to the best of its knowledge and belief), had no liabilities, including off balance sheet commitments (required to be disclosed or reserved pursuant to IFRS (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein.

16.12

No Material Adverse Effect

Since the publication of its Original Financial Statements, no event or series of events has occurred, in each case which has a Material Adverse Effect (in the case of the Parent, to the best of its knowledge and belief).

16.13

Asset Reports

Each Asset Report delivered to the Facility Agent is true, accurate and complete in all material respects as at its respective date.

16.14

Indebtedness, Encumbrances and Loans

(a)

Save as permitted under Clause 19.3 (Loans and Financial Indebtedness) and Clause 19.5 (Guarantees), no Obligor other than the Parent has (i) incurred any Financial Indebtedness or (ii) given or incurred any guarantee or off-balance sheet liabilities.

(b)

Save as permitted under Clause 19.1 (Negative Pledge), no Encumbrance exists over all or any of the present or future revenues or assets of any Obligor other than the Parent.

(c)

Save as permitted under Clause 19.3 (Loans and Financial Indebtedness), no Obligor other than the Parent is the creditor in respect of any Financial Indebtedness.

16.15

No Conflict

Its execution of the Transaction Documents to which it is a party and its exercise of its rights and performance of its obligations thereunder do not and will not:

(a)

conflict in any material respect with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under any agreement, mortgage, bond or other instrument or treaty which is binding upon it or any of its assets; or

(b)

conflict with or violate any provision of its constitutional documents, certificate of incorporation, by-laws or partnership agreement (or equivalent constitutional documents), as the case may be; or

(c)

conflict with any material applicable Law to the extent that such conflict has a Material Adverse Effect.

16.16

Structure

(a)

The Group Structure Chart is in all material respects an accurate representation of the structure of the Parent and the Avis Europe Group as at the date of this Agreement (including a true and accurate list of all the Subsidiaries of Avis Europe).

(b)

With the exception of the SPVs and the Parent, each Obligor is a Subsidiary whose share capital is held directly or indirectly by the Parent in an amount of at least 100 per cent. of issued share capital.

(c)

(i)

In respect of the Obligors, other than the Borrower SPVs: No Obligor other than the Parent owns any capital stock, participation or interest in any person in respect of which such Obligor’s liability is not limited to the amount contributed by such Obligor in accordance with such capital stock, participation or interest other than any such capital stock, participation or interest held by an Obligor in an Obligor.

(ii)

In respect of the Borrower SPVs: No Borrower SPV owns any capital stock, participation or interest in any person in respect of which such Borrower SPV’s liability is not limited to the amount contributed by such Borrower SPV in accordance with such capital stock, participation or interest other than any such capital stock, participation or interest.

16.17

Environmental Matters

(a)

It is in compliance with all material Environmental Laws applicable to it where non-compliance would have a Material Adverse Effect and there are to its knowledge no circumstances that would be reasonably likely to prevent or materially interfere with such compliance in the future.

(b)

It has obtained all material Environmental Licences required or desirable in connection with its business, assets and properties where failure to obtain such material Environmental Licences would have a Material Adverse Effect and there are to its knowledge no circumstances that would be reasonably likely to prevent or materially interfere with such compliance in the future.

(c)

It has complied in all material respects with the terms of all such Environmental Licences where non-compliance would have a Material Adverse Effect and there are to its knowledge no circumstances that would be reasonably likely to prevent or materially interfere with such compliance in the future.

(d)

No Environmental Claim has been commenced or (to the best of its knowledge (having made due and careful enquiry)) is threatened against it where that claim has or is reasonably likely, if determined against it, to have a Material Adverse Effect.

16.18

Intellectual Property

(a)

The Intellectual Property Rights owned by or licensed to it are all the material Intellectual Property Rights required in order to carry out, maintain and operate its business.

(b)

To the best of its knowledge, it has taken all formal and procedural actions (including payment of all fees) required to maintain any registered Intellectual Property Rights owned by it, which are required by it in order for it to carry on its business in all material respects in full force and effect.

16.19

Ownership of Assets

(a)

Save to the extent disposed of without breaching the terms of any of the Senior Finance Documents, it has good title to or valid leases or licences of or is otherwise entitled to use all material assets necessary to conduct the Group Business taken as a whole as it is conducted from time to time.

(b)

Each Obligor owns, directly or indirectly the Eligible Receivables.

16.20

Payment of Taxes

It:

(a)

is not overdue in the payment of any material amount in respect of Tax;

(b)

is not overdue in the filing of any material tax returns or other material notices or documents required to be filed with the competent Tax authorities; and

(c)

has no material claims being asserted, and to the best of its knowledge there are no potential material claims that are reasonably likely to be asserted, against it with respect to taxes which have been or are reasonably likely to be adversely determined,

save to the extent it (or the Co-ordinator) can demonstrate to the reasonable satisfaction of the Facility Agent that the same are being contested in good faith and adequate reserves have been made on the basis of appropriate professional advice.

16.21

Pension Plans

(a)

Save where failure to do so would not have a Material Adverse Effect, any pension plan operated by it for the benefit of any member of the Avis Europe Group or the group comprising the Parent and its Subsidiaries and/or any of their respective employees is funded in accordance with applicable laws.

(b)

Save where failure to do so would not have a Material Adverse Effect, it is in compliance with all applicable laws and contracts relating to any pension plan operated by it or in which it participates.

16.22

Encumbrances

(a)

It is or will be, when granting the relevant Encumbrances, the legal and beneficial owner of all assets and other property which it purports to charge, mortgage, pledge, assign or otherwise secure pursuant to each Security Document and those Security Documents to which it is a party create and give rise to valid and effective Encumbrances having the ranking expressed in those Security Documents, subject to the Reservations.

(b)

Each security interest which is expressed to be created pursuant to the Security Documents to which it is a party does or, when entered into, will create legal, valid and binding obligations of each grantor of such security interest enforceable in accordance with their terms, subject to the Reservations.

16.23

Insurance

It is insured for the purposes of its business with reputable underwriters or insurance companies or is under a self-insurance mechanism (acceptable to the Facility Agent acting reasonably) against such risks and to such extent as is usual for companies carrying on such a business and no event is continuing which would entitle any insurer to reduce its liability under such insurance policies, except to the extent that such reduction would not have a Material Adverse Effect.

16.24

Labour Relations

No labour disputes are current or, to the best of its knowledge, threatened against it which are reasonably likely to be adversely determined and, if so determined, would have a Material Adverse Effect.

16.25

Centre of Main Interests

Its Centre of Main Interests is located in its jurisdiction of incorporation.

16.26

Repetition

Subject to Clause 16(b), each Repeating Representation is deemed to be made by each applicable Obligor making such Repeating Representation on the date of this Agreement in relation to itself and by Avis Europe in relation to itself and the other Obligors that are members of the Avis Europe Group, by reference to the facts and circumstances then existing on:

(a)

each date of a Utilisation Request and on the first day of each Term; and

(b)

in the case of any Acceding Borrower, on the day the same becomes (or if earlier, is required to have become) an Acceding Borrower.

16.27

Representations and Warranties in respect of Borrower SPVs

Each of the Borrower SPVs makes the following representations and warranties set out in this clause 16.27 to each Finance Party on (i) the date that each such Borrower SPV accedes to this Agreement under the terms hereof; (ii) each date of a Utilisation Request and (iii) on the first day of each Term;

(a)

Management and Administration: its management and the place at which meetings of its board of directors are held are all situated in the Netherlands and Italy, as applicable;

(b)

No Establishment: it has no “establishment”, as that term is used in Article 2(h) of the EU Insolvency Regulation and in the UNCITRAL Regulations, or branch office in any jurisdiction other than: (i) in respect of Dutch FleetCo, The Netherlands and Spain (to the extent such “establishment” is required and permitted under and in accordance with the Borrower SPV Transaction Documents to which Dutch FleetCo is party) and (ii) in respect of Italian FleetCo, Italy;

(c)

Taxes: it is, and has been since the date of its incorporation, resident for Tax purposes solely in the Netherlands and Italy, as applicable;

(d)

No Subsidiaries, Employees or Premises: it has no subsidiaries, employees or (save as expressly agreed in writing by the Security Agent) premises;

(e)

Capitalisation:

(i)

in respect of Dutch FleetCo, its authorised share capital is €18,000, consisting of 9 class A shares of €1,000 each, fully paid, and 9 class B shares of €1,000 each, all paid up;

(ii)

in respect of Italian FleetCo, its authorised share capital is €120,000.00, consisting of 120 shares of €1,000.00 each, representing 100 per cent. of the share capital and validly issued and subscribed to, and fully paid-up;

(f)

Ownership: (in respect of Dutch FleetCo) its entire issued and outstanding share capital is beneficially owned by Stichting Holding 1 FinCar Fleet and Stichting Holding 2 FinCar Fleet and (in respect of Italian FleetCo), 75% of its entire issued and outstanding share capital is beneficially owned by Avis Budget Italia S.p.A. and 25% of its entire issued and outstanding share capital is beneficially owned by CarFin Finance Holdings Limited.

(g)

Activities: it has not engaged in any activities since the date of its incorporation, other than (i) those incidental to its registration under the relevant legislation; (ii) various changes to its directors, secretary, registered office and memorandum and articles of association; (iii) increases in authorised and issued share capital; (iv) changes to its name; (v) other appropriate corporate steps (including, in the case of Dutch FleetCo, the establishment of its Spanish branch); (vi) the authorisation of the entry into the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party and the relevant corporate services agreement;

(h)

No Distributions: it has not, since the date of its incorporation, paid any dividends or made any distributions, save that in respect of each Borrower SPV any dividend permitted by Clause 19.17(e) (Dividends or Distributions);

(i)

Financial Statements: in respect of Dutch FleetCo, it has not, since the date of its incorporation, prepared any financial statements; and in respect of Italian FleetCo, (i) the most recent financial statements were prepared in accordance with the Applicable Accounting Principles, consistently applied, and present a true and fair view of the financial position of the company at the date as of which they are delivered to the Facility Agent and (ii) as at the date of which its most recent financial statements were prepared, it did not have any liabilities, including off balance sheet commitments (required to be disclosed or reserved pursuant to IFRS (contingent or otherwise)), which were not disclosed thereby (or by the notes thereto) or reserved against therein;

(j)

Solvency: (in respect of Dutch FleetCo) it has not taken any corporate action, legal proceedings or other procedure and no step has been taken by it or a third party for its dissolution (ontbinding), suspension of payments (surseance van betaling), bankruptcy (faillissement), or emergency regulations (noodregeling) within the meaning of section 3.5.5 of the Dutch Financial Markets Supervision Act (wet op het financieel toezicht) nor have its assets been placed under administration (onder bewind gesteld); and (in respect of Italian FleetCo) neither bankruptcy proceedings (faillimento) nor other insolvency proceedings (procedura concorsuale) provided under Italian Royal Decree 16 March 1942, No. 267, including any arrangement with creditors prior to bankruptcy (accordo di ristrutturazione di debiti and/or piano di risanamento attestato and/or concordato preventive and/or transazione fiscale) have been filed or initiated;

(k)

No Adverse Change: since the date of its incorporation, there has been no material adverse change to its condition (financial or other), prospects, results, operations or general affairs;

(l)

Cross Default: it is not in breach of or default under any agreement, indenture, contract, mortgage, deed or other instrument to which it is a party or which is binding on it or any of its assets;

(m)

Corporate Benefit: the objects clause in the its articles of association allows the entering into, execution and delivery of the Borrower SPV Transaction Documents and the other documents to which it is expressed to be a party and the performance of the transactions contemplated under the Borrower SPV Transaction Documents and the other documents to which it is expressed to be a party, and it deems the entering into, execution and delivery of the Borrower SPV Transaction Documents, and the performance of the transactions thereunder to be (i) in its best corporate interest, as it will, directly or indirectly, derive benefits from performing the transactions contemplated thereunder; (ii) conducive to the realisation of and useful in connection with its corporate objects; and (iii) not prejudicial to the interests of its (present and future) creditors;

(n)

Filings: save for any registration of the relevant SPV Security Document, (i) it is not necessary that any of the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party be filed, recorded or enrolled with any court or other authority in the Netherlands or Italy (as applicable); and (ii) there are no registration, filing or similar formalities imposed in the Netherlands or Italy (as applicable) upon it in connection with its execution and delivery of the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party, the performance of its obligations under the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party and the compliance by it with their terms;

(o)

Consents: it does not require the consent of any other party or the consent, licence, approval or authorisation of any governmental authority in the Netherlands or Italy (as applicable) in connection with its execution and delivery of the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party, the performance of its obligations under the Borrower SPV Transaction Documents or any other documents to which it is expressed to be a party and the compliance by it with their terms, except for those which have been, or will prior to the date of accession be, obtained and are, or will on the date of accession be, in full force and effect;

(p)

No Filing or Stamp Taxes: it is not necessary that any of the Borrower SPV Transaction Documents or any other documents to which it is a party be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar Tax be paid on or in relation to any of them other than those filings which are necessary to perfect the Encumbrances created pursuant to, or in relation to, the SPV Security Documents; and

(q)

Italian FleetCo Tax: Italian FleetCo is not subject to the special rules provided for in Article 30, paragraph 1 of Law 23 December 1994, No. 724 concerning the so-called “società di comodo” (“dummy” companies) under the legislation applicable thereof.

17	Financial Information

17.1

Financial Statements

Avis Europe shall procure that the Co-ordinator shall provide to the Facility Agent (with one hard copy and an electronic copy):

(a)

(i)

as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent, a copy of the audited consolidated balance sheet of the Parent and its consolidated subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognised standing; and

(ii)

as soon as the same become available, but in any event within 150 days after the end of each of Avis Europe and each other relevant Obligor’s financial years, the audited statutory accounts of each of Avis Europe and each Obligor (other than the Parent and German Opco) for such financial year prepared for inclusion in the ABG Group consolidated accounts; and

(iii)

as soon as the same become available, but in any event within 150 days after the end of each of its financial years, the audited consolidated financial statements of AVIS Automervietung Beteiligungsgesellschaft mbH Oberursel which financial statements shall include substantially the same items of financial information relating to German Opco as that contained in the Original Financial Statements in relation to German Opco delivered in accordance with Clause 16.11 (Original Financial Statements),

in each case audited by an internationally recognised firm of independent auditors licensed to practice in its jurisdiction of incorporation and accompanied by the related auditor’s report; and

(b)

as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of the Parent, the unaudited consolidated balance sheet of the Parent and its consolidated subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an officer of Parent as being fairly stated in all material respects (subject to normal year-end audit adjustments).

17.2

Budget

Avis Europe shall procure that the Co-ordinator shall as soon as reasonably practicable, and in any event not later than 45 days after the beginning of each financial year of the Avis Europe Group (commencing with the financial year ending on 31 December 2011), deliver to the Facility Agent (with one hard copy and an electronic copy) the annual operating Budget, including profit and loss account, balance sheet and cashflow statement.

17.3

Reports

The Co-ordinator shall on each Reporting Date provide to the Facility Agent (with a copy to the Security Agent) the relevant Asset Report for the Borrowers providing the information required therein as at the immediately preceding Calculation Date, accompanied by (i) a copy of any VAT refund request filed with the relevant tax authorities since the previous Reporting Date (or, in the case of the first Reporting Date, since the date of this Agreement), (ii) the address of each of the debtors, the receivables against which have been assigned pursuant to the Receivables Charges referred to in (iii) below and (iii) if and to the extent necessary, an original copy of such other relevant document(s) required (if any) by the Receivables Charges, in respect of the Eligible Receivables of such Borrowers, it being agreed that in accordance with applicable laws and the terms of the relevant Receivables Charge, any required identification or specification of the receivables and Eligible Receivables which are the subject of the Receivables Charge (as well as any ancillary documents pertaining thereto) may be made by way of any appropriate computerised data processing or storage systems as described in the Receivables Charge and, if such delivery is made, no Borrower shall be required to draw up any paper-based list of those receivables in connection with the delivery of any Asset Report.

17.4

Other Information

(a)

Avis Europe shall procure that the Co-ordinator and each of the Obligors (in respect of information related to it) shall from time to time, on the written request of the Facility Agent, provide the Facility Agent with such information about the Group Business, the financial condition of the Avis Europe Group and the SPVs or any Obligor and any other financial information, in each case as the Facility Agent may reasonably request.

(b)

If requested to do so by the Facility Agent, the Co-ordinator shall hold a meeting with the Lenders (to whom reasonable notice of such meeting has been given by the Co-ordinator and who then choose to attend such meeting) to review the performance and financial condition of the Obligors and to discuss the financial information delivered regarding the Obligors. The Facility Agent can only require one such meeting pursuant to this Clause 17.4 in each financial year.

(c)

The Co-ordinator shall, on each Reporting Date falling in March, June, September and December of each year, notify in writing to the Facility Agent:

(i)

the aggregate Financial Indebtedness incurred in respect of Permitted Avis Europe/Xxxxx Financial Indebtedness since the last Reporting Date (or, in relation to the first Reporting Date, the aggregate Financial Indebtedness in respect of Permitted Avis Europe/Xxxxx Financial Indebtedness); and

(ii)

any uncommitted and unsecured overdraft facilities referred to in paragraph (c) of the definition of “Permitted Opco Financial Indebtedness” in Clause 19.3 (Loans and Financial Indebtedness).

17.5

Compliance Certificates

Avis Europe shall ensure that each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 17.1 (Financial Statements) is accompanied by a Compliance Certificate signed by two directors on behalf of the Co-ordinator confirming to its best knowledge and belief (having made due and careful enquiry) the absence of any Default as at the end of such financial year or financial quarter to which such financial statements relate or, if there is an outstanding Default, providing details of the same and of any actual and proposed remedial action.

17.6

Change in Accounting Practices

Each of the Obligors (other than the Parent) shall ensure that each set of financial statements delivered to the Facility Agent pursuant to this Clause 17 is prepared using Applicable Accounting Principles (save as required by law) unless, in relation to any such set of financial statements:

(a)

Avis Europe promptly notifies the Facility Agent that there have been one or more changes in any such accounting policies, practices, procedures or reference period;

(b)

if amendments satisfactory to Avis Europe are agreed by the Facility Agent (acting on the instructions of the Majority Lenders) within 30 days of the notification provided under paragraph (a) above, those amendments shall take effect immediately upon the Majority Lenders approving such amendments; and

(c)

if amendments satisfactory to Avis Europe are not agreed by the Facility Agent (acting on the instructions of the Majority Lenders) within 30 days of such notification, then within 15 days following the end of such 30-day period, the Co-ordinator shall either:

(i)

use best endeavours to procure that its auditors for the time being provide a description of the changes and the adjustments which would be required to be made to those financial statements in order to cause them to reflect the accounting policies, practices, procedures and reference period upon which the Original Financial Statements for Avis Europe were prepared and sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by those financial statements and by the Original Financial Statements for Avis Europe, and any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements for Avis Europe were prepared, provided that, if such a description is not provided by the auditors, the Co-ordinator will describe and quantify the effect to the reasonable satisfaction of the Facility Agent (acting on the instructions of the Majority Lenders) or the Co-ordinator must comply with paragraph (ii) below; or

(ii)

ensure that the relevant financial statements are prepared in accordance with the Applicable Accounting Principles as at the date of signing of this Agreement.

17.7

Notifications

Avis Europe shall procure that there shall be furnished to the Facility Agent (with one hard copy and an electronic copy) to the extent permitted by law:

(a)

as soon as the same are instituted or, to its knowledge, threatened, reasonable details of any litigation, arbitration, administrative or regulatory proceedings involving any Obligor which, if adversely determined, would be reasonably likely to have a Material Adverse Effect (where, for the purposes of this paragraph (a) only, references to the Obligors in the definition of “Material Adverse Effect” shall be deemed to be references to the ABG Group);

(b)

written details of any Default promptly upon becoming aware of the same, and of all remedial steps being taken and proposed to be taken in respect of that Default;

(c)

upon receipt of a written request by the Facility Agent, a certificate signed by a director or its chief financial officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy the same).

17.8

Access to Records

(a)

Upon reasonable justification, each Obligor shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall), at reasonable times during normal business hours, without disrupting the operations of the Obligor, and on reasonable prior notice subject only to the provision of any Confidentiality Undertaking required by such Obligor (acting reasonably), afford the Facility Agent or any Finance Party, any professional adviser to the Facility Agent or such Finance Party, or representative of the Facility Agent or such Finance Party (an “Inspecting Party”) access to, and permit such Inspecting Party to inspect or observe, such part of its business or the Group Business as is owned or operated by such Obligor, but without causing such Obligor or Avis Europe Group member to breach any obligation of confidentiality to which it may be subject.

(b)

The right of access afforded under paragraph (a) above may not be exercised more than once in any one year, unless a Default has occurred and is continuing.

17.9

“Know Your Customer” Checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)

any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall, promptly upon the written request of the Facility Agent or any Lender, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary “know your customer” or other checks in relation to any relevant person pursuant to the transactions contemplated in the Senior Finance Documents.

(b)

Each Lender shall, promptly upon the written request of the Facility Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied with the results of all necessary “know your customer” or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Senior Finance Documents.

18	Positive Undertakings

The following positive undertakings shall not be made by any Borrower SPV and shall not apply to any Borrower SPV:

(a)

Clause 18.3(a) (Insurance) and Clause 18.3(b) (Insurance);

(b)

Clause 18.4 (Intellectual Property); and

(c)

Clause 18.11 (Centre of Main Interests).

18.1

Necessary Authorisations

Each Obligor other than the Parent shall obtain, comply with and do all that is necessary to maintain in full force and effect in all material respects the Necessary Authorisations required for the entering into and the performance of its obligations under the Transaction Documents.

18.2

Compliance with Applicable Laws

Subject to the provisions of Clause 16.17 (Environmental Matters), each Obligor other than the Parent will (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall) comply with all applicable laws, regulations and directives to which it may be subject to the extent that failure to comply would have a Material Adverse Effect.

18.3

Insurance

(a)

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group will) effect and maintain insurance at their own expense in relation to all insurable assets and risks with reputable underwriters or insurance companies or under a self-insurance mechanism (acceptable to the Facility Agent acting reasonably) against such risks and to such extent as is usual and appropriate for companies carrying on a business of the same size and the same nature as that carried on by such Obligor and shall prevent any material policies of insurance becoming void or voidable.

(b)

Avis Europe shall or shall ensure that the Co-ordinator shall (i) (if so reasonably requested by the Facility Agent) supply the Facility Agent with copies of all such insurance policies or certificates of insurance in respect thereof or (in the absence of the same) such other evidence of the existence of such policies as may be reasonably acceptable to the Facility Agent and (ii) promptly notify the Facility Agent of any claim against an Obligor other than the Parent which is for or reasonably likely to result in a claim which would have a Material Adverse Effect.

18.4

Intellectual Property

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall):

(a)

take all necessary action to safeguard and maintain its rights, present and future, in or relating to any of the present or future Intellectual Property Rights material to the conduct of its business (the “Material Intellectual Property Rights”) owned, used or exploited by it to the extent that failure to do so would have a Material Adverse Effect (in each case including, without limitation, paying all applicable renewal fees, licence fees and other outgoings and complying with all applicable laws and regulations related thereto);

(b)

not enter into any licence or other agreement or arrangement in respect of Material Intellectual Property Rights other than in the ordinary course of business on normal arm’s length commercial terms and comply with all licences to it of any Material Intellectual Property Rights to the extent that failure to comply with the foregoing would have a Material Adverse Effect; and

(c)

ensure that it legally and beneficially owns or has all necessary consents to use all the Material Intellectual Property Rights where failure to do so would have a Material Adverse Effect.

18.5

Ranking of Claims

Each Obligor other than the Parent shall (subject to the Reservations) ensure that at all times the claims of the Finance Parties against it rank at least pari passu with the claims of all its unsecured creditors save those whose claims are preferred by law and subject to the provisions of the Subordination Agreement.

18.6

Pay Taxes and Social Security Contributions

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall), file all material tax and social security returns on time and pay and discharge all material social security contributions (or any equivalent contribution in any jurisdiction), taxes and governmental charges payable by or assessed upon it on or prior to the date on which the same become overdue (and without causing any Encumbrance to be created (taking into account any applicable grace period)), so that no claims are asserted, save to the extent that the same are being contested in good faith and adequate reserves have been provided.

18.7

Pension Plans

Avis Europe shall ensure that all pension plans maintained by or for the benefit of any member of the Avis Europe Group (save for the Borrower SPVs) and/or any of its employees:

(a)

comply in all material respects in accordance with all applicable laws and contracts applying to such pension plans from time to time; and

(b)

are funded in accordance with all laws applicable thereto,

in each case where failure to so maintain, comply or fund would have a Material Adverse Effect.

18.7A

Dutch FleetCo Pensions

Dutch FleetCo shall not have any liability in respect of any pension scheme (including, without limitation, any pension scheme of any other Obligor) and there are no circumstances which would give rise to such a liability.

18.8

Environmental Matters

(a)

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall):

(i)

comply with all Environmental Laws to which it may be subject;

(ii)

obtain all Environmental Licences required in connection with the business it carries; and

(iii)

comply with the terms of all such Environmental Licences,

in each case where failure to do so would have a Material Adverse Effect.

(b)

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group will), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(i)

any Environmental Claim against any Obligor which is current, pending or threatened; and

(ii)

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Obligor,

where the claim, if determined against that Obligor, would have a Material Adverse Effect.

18.9

Further Assurance

Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall comply with its obligations under the Security Documents to which it is a party.

18.10

Authorisation of Transaction Documents

Each Obligor other than the Parent shall obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any applicable law or regulation:

(a)

to enable it to perform its material obligations under the Transaction Documents; and

(b)

to ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document subject to the provisions of Clause 20.3 (Invalidity, Repudiation, Unenforceability or Unlawfulness of the Transaction Documents) with respect to the ability of any Obligor to replace any Security Document ceasing to be valid, lawful or enforceable.

18.11

Centre of Main Interests

No Obligor other than the Parent shall (and Avis Europe shall procure that no Obligor that is a member of the Avis Europe Group will), without the prior written consent of the Majority Lenders, cause or allow its Centre of Main Interests to change should such a change reasonably be expected to be materially prejudicial to the interests of the Finance Parties.

18.12

SPV Operating Documents

Each Obligor (other than the Parent) which is party to an SPV Operating Document shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group and is party to an SPV Operating Document shall) timely perform its material obligations under each SPV Operating Document.

18.13

VAT Group

No Obligor other than the Parent may be a member of a Value Added Tax Group except Obligors that are members of the Avis Europe Group with other members of the Avis Europe Group.

18.14

SPVs

(a)

Avis Europe shall use (and the Parent shall procure that Avis Europe shall use) all reasonable efforts (save to the extent the same would produce (A) any violation of applicable law, (B) liability of any of the officers, directors, shareholders of such member or any of its holding companies or subsidiaries, (C) violation of the provisions of any Joint Venture governing or binding on such person or its subsidiaries or holding companies or (D) material adverse effects on the tax position (including, without limitation, the imposition of any material withholding tax or the loss of any material tax deduction) of the worldwide Avis group, including the Avis Europe Group) to:

(i)

within nine months of the date of this Agreement, establish or cause to be established an SPV in Italy and The Netherlands and/or in any other jurisdiction satisfactory to the Facility Agent; and

(ii)

ensure that each SPV becomes an Eligible SPV as soon as reasonably practicable after the date of this Agreement.

(b)

Each SPV shall (and Avis Europe shall procure that each SPV shall) take all necessary measures to ensure that it benefits directly from all Vehicle Dealer Purchase Agreements, Vehicle Dealer Buy-Back Agreements, Vehicle Manufacturer Purchase Agreements, Vehicle Manufacturer Buy-Back Agreements and/or insurance policies relating to such Vehicle Dealer Buy-Back Agreements, Vehicle Manufacturer Buy-Back Agreements, and all Vehicle Manufacturer Guarantees (if any), in each case, with respect to the Vehicle Fleet of such SPV and to the extent available on commercially reasonable terms, such measures to include, without limitation, renegotiating, amending or otherwise obtaining all necessary consents under such Vehicle Dealer Purchase Agreements, Vehicle Dealer Buy-Back Agreements, Vehicle Manufacturer Purchase Agreements, Vehicle Manufacturer Buy-Back Agreements, insurance policies, Vehicle Manufacturer Guarantees and other agreements, as the Mandated Lead Arranger may reasonably require in connection with the Permitted Take-Out Financing.

(c)

Avis Europe shall procure that, as soon as reasonably possible following the date on which an SPV benefits from any Vehicle Manufacturer Purchase Agreement, Vehicle Dealer Purchase Agreement, Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement, Avis Europe shall ensure that the Facility Agent is notified thereof.

(d)

As soon as reasonably possible following the date on which each SPV becomes an Eligible SPV (i) Avis Europe shall procure that the Facility Agent shall be notified thereof and (ii) each Eligible SPV will accede to this Agreement as a Borrower SPV pursuant to Clause 21 (Acceding Borrowers).

(e)

From each Transition Date relating to an SPV and its Related Opco, and, at the latest, by the Settlement Date falling in December 2012 each Related Opco shall cease to have the right to request Advances pursuant to the Facility other than Rollover Advances.

18.15

Permitted Take-Out Financing

(a)

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall) use its best efforts to undertake and complete the Permitted Take-Out Financing for the purpose of refinancing the Facility to the extent required by and in accordance with the provisions of the Engagement Letter (including, without limitation, the timing set out therein), provided that no Obligor shall be required to undertake and complete the Permitted Take-Out Financing if Avis Europe considers (in its opinion) that, taking account of the prevailing market circumstances and any costs and expenses (including tax-related costs and expenses which may be incurred), it is not commercially reasonable to do so.

(b)

Avis Europe shall ensure that the Facility Agent is notified at least 30 days prior to any Permitted Take-Out Financing of Avis Europe’s intention to proceed with such a Permitted Take-Out Financing. Upon reasonable request of the Facility Agent to the Co-ordinator, Avis Europe shall ensure that the Facility Agent is informed in reasonable detail of the advancement of any step taken with respect to a possible Permitted Take-Out Financing.

(c)

Any Take-Out Borrower which is the subject of a Permitted Take-Out Financing in respect of all its assets that would otherwise have formed part of its Borrower Asset Value shall, upon closing of such Permitted Take-Out Financing, cease to be entitled to request any Advances.

18.16

Concentration Limits

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall):

(a)

not take any action which might reasonably be expected to cause any of the Concentration Limits to be exceeded;

(b)

to the extent any of the Concentration Limits is exceeded at any time, take all reasonable actions to ensure that such Concentration Limit ceases to be exceeded as soon as practically feasible or that the Vehicles which result in the Concentration Limits being exceeded are financed by alternative sources, provided that such financing is permitted under the terms of the Senior Finance Documents; and

(c)

immediately send a notification to the Facility Agent of such excess and of the remedial steps contemplated by Avis Europe in order that such Concentration Limit ceases to be exceeded.

18.17

Depreciation

Each Ultimate Borrower shall (and Avis Europe shall procure that each Ultimate Borrower that is a member of the Avis Europe Group shall) ensure that it depreciates the Vehicles in its Vehicle Fleet in accordance with GAAP consistently applied.

18.18

Sale of Vehicles

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall) make the selection of the Vehicles that it resells on the market in accordance with market practice.

18.19

Renewal of Vehicle Manufacturers Programmes

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall) (i) use its best efforts to renew up to and including the Final Maturity Date the Vehicle Dealer Purchase Agreements as provided in paragraph (b) of the definition of “Vehicle Dealer Purchase Agreement”, the Vehicle Dealer Buy-Back Agreements as provided in paragraph (b) of the definition of “Vehicle Dealer Buy-Back Agreement”, the Vehicle Manufacturer Purchase Agreements as provided in paragraph (b) of the definition of “Vehicle Manufacturer Purchase Agreement” and the Vehicle Manufacturer Buy-Back Agreements as provided in paragraph (b) of the definition of “Vehicle Manufacturer Buy-Back Agreement”, and (ii) consult with the Facility Agent in the event of any change in a Vehicle Dealer’s or Vehicle Manufacturer’s policy which could be materially adverse to the setting up of the Permitted Take-Out Financing (including as a result of a change in the proportion of At Risk Assets comprising trucks) with a view to renewing such Vehicle Dealer Purchase Agreements, Vehicle Dealer Buy-Back Agreements, Vehicle Manufacturer Purchase Agreements and Vehicle Manufacturer Agreements to the maximum extent possible as provided in paragraph (b) of each of the definitions of “Vehicle Dealer Purchase Agreement”, “Vehicle Dealer Buy-Back Agreement”, “Vehicle Manufacturer Purchase Agreement” and “Vehicle Manufacturer Buy-Back Agreement” respectively.

18.20

Treasury Transactions

No Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall not) enter into a Treasury Transaction for speculation purposes.

18.21

Vehicle Manufacturer Guarantees/Insurance Policies

Each Obligor other than the Parent shall (and Avis Europe shall procure that each Obligor that is a member of the Avis Europe Group shall) procure that, to the extent such Obligor is party to or benefits from a Vehicle Dealer Buy-Back Agreement the credit risk of which is covered by a Vehicle Manufacturer Guarantee or insurance policy, the Secured Finance Parties benefit from such Vehicle Manufacturer Guarantee or insurance policy in connection with the receivables under the Vehicle Dealer Buy-Back Agreement assigned for the benefit of the Secured Finance Parties under the Security Documents.

18.22

Transferability of Receivables

In the event that any Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement contains one or more provisions requiring consent of any party (other than that of the Obligor benefiting from such agreement) in order for the Obligor to be able to transfer its receivables thereunder, each of Avis Europe and such Obligor shall (and Avis Europe shall procure that such Obligor, if it is a member of the Avis Europe Group, shall) use its best efforts to renegotiate such agreement (including at the time of its renewal) in order that such provision(s) be removed and each Obligor shall (and Avis Europe shall procure that no Obligor that is a member of the Avis Europe Group shall) use its best efforts to procure that any new Vehicle Manufacturer Buy-Back Agreement or Vehicle Dealer Buy-Back Agreement entered into by it or from which it benefits does not contain any provision restricting its ability to freely and validly transfer its receivables or other rights thereunder.

18.23

Subordination of Intercompany Debt

The Parent and Avis Europe shall ensure that:

(a)

(save where such Financial Indebtedness constitutes Permitted Xxxxx/Xxxx Europe Intragroup Financial Indebtedness or Permitted Xxxxx Insurance Financial Indebtedness) each of the Parent and its Subsidiaries which is or becomes a borrower or a creditor in respect of Financial Indebtedness of any of the Obligors accedes to the Subordination Agreement as an Intercompany Borrower (as defined in the Subordination Agreement) or, as the case may be, an Intercompany Lender (as defined in the Subordination Agreement), in accordance with the Subordination Agreement; and

(b)

the Parent, AB Canada Holdings II Partnership and Avis Budget International Financing S.a x.x. accede to the ABCR Subordination Agreement before the first Utilisation Date.

18.24

Security over Italian VAT Receivables

Italian Opco shall:

(a)

if it intends to grant security over the relevant VAT requested for refund, request, as soon as possible and in any event no later than 30 September of each calendar year, the refund of its recoverable VAT pursuant to articles 30 and 38-bis of Presidential Decree No. 633 of 26 October 1972;

(b)

if it assigns by way of security (such assignment only to be enforceable following an Event of Default) in favour of the Finance Parties the VAT requested for refund pursuant to paragraph (a) above, enter into a deed of assignment, in the form agreed between the Facility Agent and the Co-ordinator, within 10 Business Days of submitting the relevant VAT refund request to the Italian tax authorities, provided that notice of such assignment shall be given to the Italian tax authorities only in accordance with the provisions of such deed of assignment; and

(c)

procure the issuance of a parent company, bank or insurance guarantee for the purposes of any VAT refund as soon as practicable within the time period permitted by applicable law or any different time upon request by the Italian tax authorities.

18.25

Licensee/Lessee Bankruptcy

In the event of a bankruptcy of a licensee or, as the case may be, lessee the Ultimate Borrower which is licensor or lessor (and party to the licence or, as applicable, sublease with such licensee or, as the case may be, lessee) will immediately use best efforts to recover any Vehicles the subject of such sublease or licence in accordance with Avis Europe Group management processes.

18.26

Positive Covenants in respect of the Borrower SPVs

Notwithstanding anything to the contrary in this Agreement, each Borrower SPV covenants and undertakes with the Security Agent (on behalf of the Finance Parties) that it shall:

(a)

Conduct: at all times carry on and conduct its affairs in a proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to it;

(b)

Books of Account: keep proper books of account and, at any time after a Default has occurred or if the Security Agent reasonably believes that such an event has occurred, so far as permitted by applicable law, allow the Security Agent and anyone appointed by it access to its books of account at all reasonable times during normal business hours;

(c)

Centre of Main Interests: conduct its business and affairs such that, at all times:

(i)

its “centre of main interests”, as that term is used in Article 3(1) of the EU Insolvency Regulation, is in:

(ii)

in respect of Dutch FleetCo, The Netherlands; and

(iii)

in respect of Italian FleetCo, Italy; and

(iv)

it has no “establishment”, as that term is used in Article 2(h) of the EU Insolvency Regulation, or branch office other than:

(a)

in respect of Dutch FleetCo, The Netherlands and Spain (to the extent such “establishment” is required and permitted under and in accordance with the Borrower SPV Transaction Documents to which Dutch FleetCo is party); and

(b)

in respect of Italian FleetCo, Italy;

(d)

Independent Director: (in respect of Dutch FleetCo only) at all times retain one independent director;

(e)

Separateness Covenants: hold itself out as a separate entity and shall:

(i)

maintain its corporate books and records separately from any other person or entity;

(ii)

maintain its accounts separate from those of any other person or entity;

(iii)

not commingle assets with those of any other entity;

(iv)

conduct its own business in its own name;

(v)

maintain separate financial statements;

(vi)

other than as envisaged in the Borrower SPV Transaction Documents, pay its own liabilities out of its own funds;

(vii)

observe all corporate, partnership, or other formalities required by its constituting documents;

(viii)

not guarantee or become obligated for the debts of any other entity or to hold out its credit as being available to satisfy the obligations of others, except as permitted under the Borrower SPV Transaction Documents;

(ix)

not acquire obligations or securities of shareholders, except as permitted in the Borrower SPV Transaction Documents;

(x)

use separate stationery, invoices, and cheques;

(xi)

correct any known misunderstanding regarding its separate identity;

(xii)

not reduce its share capital;

(xiii)

conduct its affairs in accordance with its constitutive documents; and

(xiv)

not amend, supplement or otherwise modify its constitutive documents.

(f)

Security Agent’s directions: it shall obtain the prior written consent of the Security Agent before exercising any discretion it may have relating to amending, modifying, granting waivers or consents or any other rights it may have under the Borrower SPV Transaction Documents;

(g)

Borrower SPVs Bank Accounts: it shall deposit or transfer all amounts received by it into: (i) in respect of Italian FleetCo, the bank accounts in the name of Italian FleetCo in Italy; and (ii) in respect of Dutch FleetCo, the bank accounts in the name of Dutch FleetCo in Spain.

(h)

(in respect of Dutch FleetCo only) Priority of Payments in respect of its bank account in Spain: it shall instruct its account bank in Spain to apply its available funds on each Settlement Date (or, in the case of amounts expected to become due and payable on any date after the relevant Settlement Date but before the next following Settlement Date, make provision for application of available funds on such date) as follows, in each case only if and to the extent that the items of a higher priority have been paid or satisfied in full:

(a)

firstly, in payment or satisfaction of amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(b)

secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)

the fees, costs, charges, expenses and liabilities due and payable to the Security Agent under the relevant Security Document to which it is a party; and

(ii)

the fees, costs, charges, expenses and liabilities due and payable to the Facility Agent under this Agreement;

(c)

thirdly, in payment or satisfaction of any Tax for which Dutch FleetCo is primarily liable to the appropriate Tax authorities (other than any corporate income tax payable out of the Monthly Target Corporate Profit Amount);

(d)

fourthly, to retain the Monthly Target Corporate Profit Amount in respect of Dutch FleetCo;

(e)

fifthly, in payment or satisfaction, pari passu and pro rata, of:

(i)

the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisors; and

(ii)

the fees, costs, charges, expenses and liabilities due and payable to its account bank under the relevant account bank agreement to which it is a party;

(f)

sixthly, pari passu and pro rata, in payment or satisfaction of interest due and payable in respect of this Agreement;

(g)

seventhly, pari passu and pro rata, in payment or satisfaction of principal due and payable in respect of this Agreement;

(h)

eighthly, any amounts due and payable (including amounts due and payable on previous Settlement Dates but not yet paid and any payments owing under this Agreement) to the Secured Finance Parties under the Transaction Documents other than amounts paid in accordance with any paragraph above;

(i)

ninthly, payment or satisfaction, pari passu and pro rata, of the fees, costs, charges, expenses and liabilities due and payable to Spanish Opco under the Servicing Agreement to which it is a party; and

(j)

tenthly, payment or satisfaction, of the principal or interest under the Xxxxx Subordinated Loan Agreement, provided that such payment or satisfaction;

(k)

eleventhly, payment or satisfaction, of any amounts due and payable (including amounts due and payable on previous Settlement Date or any other date but not yet paid and any payments owing by Dutch FleetCo) to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above;

(i)

(in respect of Italian FleetCo only) Priority of Payments in respect of its bank account in Italy: it shall instruct its account bank in Italy to apply its available funds on each Settlement Date (or, in the case of amounts expected to become due and payable on any date after the relevant Settlement Date but before the next following Settlement Date, make provision for application of available funds on such date) as follows, in each case only if and to the extent that the items of a higher priority have been paid or satisfied in full:

(a)

firstly, in payment or satisfaction of amounts due and payable in respect of any Vehicle Purchasing Agreement to which it is a party or any supplemental agreement in respect of a Vehicle Purchasing Agreement to which it is party;

(b)

secondly, in payment or satisfaction, pari passu and pro rata, of:

(i)

the fees, costs, charges, expenses and liabilities due and payable to the Security Agent under the relevant Security Document to which it is a party; and

(ii)

the fees, costs, charges, expenses and liabilities due and payable to the Facility Agent under this Agreement;

(c)

thirdly, in payment or satisfaction, pari passu and pro rata, of any Tax for which Italian FleetCo is primarily liable to the appropriate Tax authorities (other than any corporate income tax and any regional productive activities tax payable by the Italian Fleetco out of the Italian FleetCo Monthly Target Corporate Profit Amount);

(d)

fourthly, in payment or satisfaction, pari passu and pro rata, of:

(i)

costs, charges, expenses and liabilities due and payable by CarFin Finance Holdings Limited, provided that the aggregate of such fees, costs, charges, expenses and liabiltites shall not exceed €60,000 in any financial year of Italian FleetCo;

(ii)

the fees, costs, charges, expenses and liabilities due and payable to its auditors and legal advisors; and

(iii)

the fees, costs, charges, expenses and liabilities due and payable to its account bank under the relevant account bank agreement to which it is a party;

(e)

fifthly, pari passu and pro rata, in payment or satisfaction of interest due and payable in respect of this Agreement;

(f)

sixthly, pari passu and pro rata, in payment or satisfaction of principal due and payable in respect of this Agreement;

(g)

seventhly, any amounts due and payable (including amounts due and payable on previous Settlement Dates but not yet paid and any payments owing under this Agreement) to the Secured Finance Parties under the Transaction Documents other than amounts paid in accordance with any paragraph above;

(h)

eighthly, to retain the FleetCo Monthly Target Corporate Profit Amount in respect of Italian FleetCo;

(i)

ninethly, payment or satisfaction, pari passu and pro rata, of the fees, costs, charges, expenses and liabilities due and payable to Italian Opco under the Servicing Agreement to which it is a party; and

(j)

tenthly, payment or satisfaction of any interest or principal due and payable under the VAT Loan Agreement;

(k)

eleventhly, payment or satisfaction of the principal or interest due and payable under the Xxxxx Subordinated Loan Agreement;

(l)

twelfthly, payment or satisfaction, of any amounts due and payable (including amounts due and payable on previous Settlement Date or any other date but not yet paid and any payments owing by Italian FleetCo) to any other parties (including, without limitation, any unsecured third party other than amounts paid in accordance with any paragraph above;

18.27

Borrower SPVs Bank Accounts

(a)

The Spanish Opco shall deposit or transfer all amounts received by or on behalf of each Borrower SPV (or otherwise procure or cause such amounts to be deposited or transferred) into the bank accounts in the name of Dutch FleetCo or Italian FleetCo, as applicable.

(b)

The Italian Opco shall deposit or transfer all amounts received by or on behalf of each Borrower SPV (or otherwise procure or cause such amounts to be deposited or transferred) into the bank accounts in the name of Dutch FleetCo or Italian FleetCo, as applicable.

18.28

Purchase of Vehicles by Italian FleetCo

In respect of each Vehicle to be purchased by Italian FleetCo using proceeds from Advances drawn by Italian FleetCo under this Agreement, Xxxxx shall fund an amount equal to the VAT applicable to such Vehicle prior to the date of such purchase by Italian FleetCo, pursuant to the VAT Loan Agreement.

19	Negative Undertakings

The following negative undertakings shall not be made by any Borrower SPV and shall not apply to any Borrower SPV:

(i)

Clause 19.1 (Negative Pledge);

(ii)

Clause 19.3 (Loans and Financial Indebtedness);

(iii)

Clause 19.5 (Guarantees);

(iv)

Clause 19.9 (Mergers);