Exhibit 10.45

EXECUTION

VERSION

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

DATED JULY 16, 2003

BETWEEN

VANGUARD CAR RENTAL USA INC., A DELAWARE CORPORATION

AND

▇▇▇▇▇ SYSTEMS CORPORATION, A DELAWARE CORPORATION

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

TABLE OF CONTENTS

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List of Exhibits and Schedules

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

This Master Information Technology Services Agreement (this “MSA”), dated July 16, 2003 (the “Agreement Date”), is between:  (i) ▇▇▇▇▇ Systems Corporation, a Delaware corporation (“▇▇▇▇▇ Systems”) having its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; and (ii) Vanguard Car Rental USA Inc., a Delaware corporation, having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Newco”). This MSA is not effective until the occurrence of the Effective Date (defined below).

RECITALS

WHEREAS, CAR Acquisition Company LLC has entered into an Asset Purchase Agreement, dated as of June 12, 2003, as amended by the First Amendment to Asset Purchase Agreement dated as of June 30, 2003, (as so amended, the “APA”), with ANC Rental Corporation, a Delaware corporation and Debtor-in-Possession in case number 01-11200 (and others, jointly administered), pending in the United States Bankruptcy Court for the District of Delaware (“ANC Rental”) and certain subsidiaries of ANC Rental, including but not limited to National Car Rental System, Inc., a Delaware corporation (“National”), Alamo Rent-A-Car, LLC, a Delaware limited liability company (“Alamo”), and ANC Information Technology, L.P., a Delaware limited partnership (“ANC”; ANC Rental, National, Alamo, ANC and such other subsidiaries are collectively referred to as “Debtors”), pursuant to which CAR Acquisition Company LLC intends, directly or through wholly-owned Affiliates, including Newco, to acquire (the “Acquisition”) certain Acquired Assets (defined below) and assume certain liabilities of Debtors relating to their ownership and operation of car rental businesses and licensing of the right to operate car rental businesses mainly throughout the United States, Canada and Europe (the “Business”);

WHEREAS, ▇▇▇▇▇ Systems has been providing to Debtors certain information technology services in connection with the Business pursuant to that certain Master Services Agreement between ▇▇▇▇▇ Systems and ANC entered into effective as of September 30, 2000, including Work Orders #1 through #3 thereto entered into effective as of September 30, 2000 (collectively, the “ANC Agreement”);

WHEREAS, in that certain Services Agreement, dated as of September 30, 1997, between National and ▇▇▇▇▇ Systems (the “National Agreement”), National was granted (i) a perpetual, non-exclusive, non-transferable, fully-paid sublicense to copy, use, perform, distribute and make Derivative Works (defined below) from the automobile rental information system known as “GreenWay 1.0” which was developed and operated by ▇▇▇▇▇ Systems Europe Limited, a wholly-owned subsidiary of ▇▇▇▇▇ Systems, for Europcar International, S.A. (“Europcar”), and (ii) a perpetual, non-exclusive, non-transferable, fully-paid license to copy, use, perform, distribute and make Derivative Works from all Derivative Works, additions or enhancements to GreenWay 1.0 made by ▇▇▇▇▇ Systems under the National Agreement (the “GreenWay Modifications”; GreenWay 1.0, as modified by the GreenWay Modifications, is referred to as the “GreenWay System”), in each case for the internal use of National, its subsidiaries and its franchisees (such sublicense and license are collectively referred to as the “GreenWay License”);

WHEREAS, the GreenWay License (i) survived the termination of the National Agreement in accordance with the terms of the Termination Agreement, dated September 30, 2000, between ▇▇▇▇▇ Systems and National (the “National Termination Agreement”), and (ii) was extended in the ANC Agreement to apply to Derivative Works, additions or enhancements to the GreenWay System under the terms of Work Order #1 to the ANC Agreement (the “Odyssey Modifications”; the GreenWay System, as modified by the Odyssey Modifications, is the “Odyssey System,” and the GreenWay License, as extended by Work Order #1 to the ANC Agreement is the “Odyssey License”);

WHEREAS, Newco desires ▇▇▇▇▇ Systems, and ▇▇▇▇▇ Systems is willing, to provide to Newco the information technology services necessary to support the Business of Newco and its Affiliates and, incidentally, their Franchisees/Licensees upon consummation of the Acquisition;

WHEREAS, in connection with the Acquisition, on the Effective Date, ANC, ANC Rental National, Alamo, Newco and ▇▇▇▇▇ Systems will enter into the ANC Partial Termination and Assignment Agreement under which, inter alia, all of National’s and its Affiliates’ rights under the GreenWay License and the Odyssey License will be assigned to Newco;

WHEREAS, under the ANC Partial Termination and Assignment Agreement, ▇▇▇▇▇ Systems and Newco intend that the ANC Agreement terminate immediately prior to the Effective Date except that, despite the termination of the ANC Agreement, the Odyssey License shall survive, shall be assigned to Newco and shall be expanded hereunder, and that Newco shall have no liability to ▇▇▇▇▇ Systems or any of its Affiliates with respect to the ANC Agreement or the GreenWay License or the Odyssey License with respect to any period prior to the Effective Date; and

WHEREAS, Newco desires (i) to consolidate its information technology operations and systems and those of its Affiliates engaged in the Business, (ii) to modify the GreenWay License and the Odyssey License to expand them to cover Newco and all of Newco’s Affiliates and Franchisees/Licensees that are engaged in the Business from time to time, (iii) to enhance the Odyssey System to include certain functions and capabilities of the legacy automobile rental information system used by Alamo as of the Agreement Date (the “Legacy System”), (iv) to decommission the Legacy System, and (v) to outsource Newco’s and its Affiliates’ information technology services requirements to ▇▇▇▇▇ Systems, and ▇▇▇▇▇ Systems desires to provide such services and modifications hereunder;

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

1.1                               Certain Definitions   Capitalized terms used in this MSA have the meanings ascribed to such terms in the following sections of this Article 1 or in the sections of this MSA where such terms are defined. Terms, acronyms, and phrases utilized in the information

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technology services industry or other pertinent business context that are not otherwise defined in this MSA shall be interpreted in accordance with their generally understood meaning in such industry or business context.

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ARTICLE 2

GENERAL PROVISIONS AND OBLIGATIONS

2.1                               Overview of Agreement   This MSA sets forth the terms under which ▇▇▇▇▇ Systems will provide to Newco and its Affiliates and Franchisees/Licensees the information technology and related services identified in this MSA as Base Services and, if requested by Newco, will provide additional information technology or other services identified in this MSA as Additional Services. Among the reasons that the Parties are entering into this MSA are a desire (i) to control and, where reasonably practical, reduce Newco’s information technology costs, (ii) to modify the Odyssey License to expand it to cover Newco and all of Newco’s Affiliates and Franchisees/Licensees that are engaged in the Business from time to time, (iii) to enhance the Odyssey System to support all the automobile rental and maintenance operations of the Business, including, without limitation, the portion of the Business operated under the “Alamo” trademark, and to migrate, as soon as reasonably practicable, such part of Newco’s Business’ information technology operations from the Legacy System to VRS, and (iv) to assure that the

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information technology systems of Newco and its Supported Affiliates are managed in a manner that is responsive to the current and future needs of Newco, its Supported Affiliates and, to the extent of their interaction with the Supported Systems, its Franchisees/Licensees.

2.2                               Conditions to Obligations of Newco   The obligations of Newco under this MSA shall be subject to the fulfillment, to the reasonable satisfaction of Newco, unless waived by Newco on or before the Effective Date, of each of the following conditions precedent:

(a)                                  Closing of the Acquisition.

(i)                                     The closing of the purchase by Newco and its Affiliates of the Acquired Assets as contemplated by the APA; and

(ii)                                  National’s assignment of the Odyssey License to Newco and the consent of ▇▇▇▇▇ Systems thereto in connection with the closing of the Acquisition under the APA pursuant to a partial termination and assignment agreement effective as of the Effective Date in the form of Exhibit D (the “ANC Partial Termination and Assignment Agreement”).

(b)                                 Waiver. ▇▇▇▇▇ Systems and its Affiliates shall have waived, and as of the Effective Date, hereby do waive, any and all claims and rights any of them may have against Newco and any of its Affiliates and ANC or any of its Affiliates with respect to the ANC Agreement in connection with periods on or before the Effective Date, including the cost of curing any defaults or breaches under any agreement or understanding between ▇▇▇▇▇ Systems or any of its Affiliates, on the one hand, and ANC Rental or any of its Affiliates, on the other hand, including without limitation, the ANC Agreement, provided that such waiver shall not be construed as, or deemed to be, a waiver of any such claims or rights ▇▇▇▇▇ Systems or its Affiliates may have against ANC or any of its Affiliates (except with respect to any cure costs, which, to the extent payable by Newco, are hereby waived), including but not limited to (i) ▇▇▇▇▇ Systems’ claims of $8,858,762.05, each filed on January 13, 2003, in the estates of ANC Rental, Alamo, National and ANC under 11 U.S.C. Section 502(a) and (b), (ii) any claims deemed to be arising from the Debtors’ rejection of the ANC Agreement, 11 U.S.C. Section 502(g)), and (iii) any claim ▇▇▇▇▇ Systems currently has, or will have, under 11 U.S.C. Section 503(a) and (b) for services performed for any of the Debtors under the ANC Agreement, provided further, however, that ▇▇▇▇▇ Systems hereby agrees that it will only assert the claims described in clauses (i) and (ii) as general unsecured claims and not as administrative expense priority claims or any other type of priority claims in Debtor’s bankruptcy cases.

(c)                                  Termination of the ANC Agreement.

(i)                                     The execution and delivery by ▇▇▇▇▇ Systems of the ANC Partial Termination and Assignment Agreement providing for the partial termination of the ANC Agreement, including but not limited to all Work

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Orders and Change Orders (as such terms are defined in the ANC Agreement) thereunder, without cause or further obligations on the part of either Party, and the survival and assignment of the Odyssey License and the GreenWay License as provided therein; and

(ii)                                  The entry of a Final Order (as defined in the APA); provided, however, that in the event that the Purchaser (as defined in the APA) waives, with ▇▇▇▇▇ Systems’ prior consent, the closing condition under Section 6.2(c) of the APA, then the order shall be deemed to be a “Final Order” for the purposes of this MSA, such Final Order approving the partial termination of the ANC Agreement and execution and performance of the ANC Partial Termination and Assignment Agreement.

2.3                               Conditions to Obligations of ▇▇▇▇▇ Systems   The obligations of ▇▇▇▇▇ Systems under this MSA shall be subject to the fulfillment, to the reasonable satisfaction of ▇▇▇▇▇ Systems, unless waived by ▇▇▇▇▇ Systems on or before the Effective Date, of each of the following conditions precedent:

(a)                                  Closing of the Acquisition.

(i)                                     The closing of the purchase by Newco and its Affiliates of the Acquired Assets as contemplated by the APA; and

(ii)                                  National’s assignment of the Odyssey License to Newco under the ANC Partial Termination and Assignment Agreement.

(b)                                 Termination of the ANC Agreement.

(i)                                     The execution and delivery by ANC Rental, ANC, National, Alamo, and Newco of the ANC Partial Termination and Assignment Agreement providing for the partial termination of the ANC Agreement, including but not limited to all Work Orders and Change Orders (as such terms are defined in the ANC Agreement) thereunder, without cause or further obligation on the part of either Party effective as of the Effective Date, and the survival and assignment of the Odyssey License; and

(ii)                                  The entry of a Final Order by the United States Bankruptcy Court:

(A)                              Approving the partial termination of the ANC Agreement and ANC Rental’s, ANC’s, National’s and Alamo’s execution and performance of the ANC Partial Termination and Assignment Agreement;

(B)                                Providing that all payments made to ▇▇▇▇▇ Systems under the ANC Agreement through the Effective Date shall have administrative expense priority under 11 U.S.C. Section 503(b);

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(C)                                Releasing ▇▇▇▇▇ Systems from any and all causes of action Debtors may have under 11 U.S.C. Section 550; and

(D)                               Setting a deadline to file amended claims, if any, occasioned by the execution of the ANC Partial Termination and Assignment Agreement.

2.4                               Exclusivity 

(a)                                  Applicable to Newco. Except as provided in Section 2.4(b), (i) ▇▇▇▇▇ Systems shall be the exclusive provider of the Base Services to Newco and its Affiliates, including the migration to and subsequent operation of the VRS and the decommissioning of the Legacy System, and (ii) upon completion of such migration and decommissioning in accordance with the VRS Project Plan, the VRS shall be the primary technology platform used by Newco and its Supported Affiliates for vehicle rental and maintenance operations processing.

(b)                                 Exceptions. Notwithstanding Section 2.4(a), Newco may engage third parties or use internal resources to obtain the following information technology services:

(i)                                     Newco Retained Functions;

(ii)                                  services necessary to measure ▇▇▇▇▇ Systems’ performance of the Services;

(iii)                               services that are necessary to support any Newco Affiliate, Franchisee/Licensee or customer thereof that is not supported for any reason under this MSA;

(iv)                              services necessary to create reports from Newco’s business intelligence report writer software and to perform database inquiries requested by Newco, a Supported Affiliate, or a Franchisee/Licensee that, on and after Effective Date are being performed by business analysts employed or engaged by ANC Rental or its Affiliates, provided that after the Effective Date the applicable Newco Personnel (A) create such reports and perform such inquiries in accordance with the Operations Procedures Manual, and (B) remain responsible for running, supporting and maintaining such reports and inquiries in accordance with the Operations Procedures Manual;

(v)                                 Additional Services for Major Projects required by Newco or its Supported Affiliates, provided that ▇▇▇▇▇ Systems has submitted a bid on such Major Project and Newco or the applicable Affiliate has rejected ▇▇▇▇▇ Systems’ bid after considering the bid in good faith. In the event that Newco or any Supported Affiliate awards such bid to a third party other than ▇▇▇▇▇ Systems, Newco will notify ▇▇▇▇▇ Systems as to whether its bid was unsuccessful due to price, schedule or competency. For purposes of this MSA, a “Major Project” is any single information technology project, or series of related information technology projects, for which

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Newco or the applicable Affiliate will pay more than $250,000 in service fees, in the aggregate, to complete; provided however, that, for the avoidance of doubt, the classification of one or more services or projects as a Major Project shall not be relevant to the classification of any services as Additional Services as opposed to Base Services hereunder;

(vi)                              any services ▇▇▇▇▇ Systems has declined to provide for any reason;

(vii)                           any services with respect to which Newco exercises a right under this MSA to terminate in connection with ▇▇▇▇▇ Systems’ breach or default of a related performance obligation; and

(viii)                        any services provided by a Third Party Vendor under any Retained Systems Software License, Retained Third Party Applications Software License or Retained Third Party Service Contracts.

(c)                                  Applicable to ▇▇▇▇▇ Systems. To the extent that ▇▇▇▇▇ Systems shall provide any services or software to any competitor in the Business of Newco:

(i)                                     ▇▇▇▇▇ Systems will maintain separation between its employees and Subcontractors that provide Services hereunder and those that provide services or software to such competitor (except to the extent that such employees and Subcontractors provide Services generally to all or most of ▇▇▇▇▇ Systems’ outsourcing customers in a shared services environment such as in a help desk or data center environment);

(ii)                                  ▇▇▇▇▇ Systems shall not provide or allow access to any Confidential Information regarding Newco or its Affiliates, Franchisees/Licensees or customers to any such competitor; and

(iii)                               ▇▇▇▇▇ Systems shall not provide to any such competitor any aspect of the Base Services, Additional Services or software that (A) the Parties identify in Schedule 2.4(c) as being provided or intended to be provided to Newco hereunder on an exclusive basis, or (B) are owned by Newco (e.g., Retained Hardware (Owned)) or licensed on an exclusive basis to Newco, including without limitation the Legacy System, the Legacy Customizations and the Non-Legacy Customizations; in each case without the prior written consent of Newco.

2.5                               Account Manager   Each Party will designate an individual to serve as its “Account Manager” under this MSA. Each Party’s Account Manager will (i) serve as the principal point of accountability for coordinating and managing that Party’s obligations under this MSA, and (ii) be authorized to act for and on behalf of that Party with respect to all matters relating to this MSA, subject to the limitations set forth in this MSA and any other limitations of which the other Party is notified and to which it agrees in writing, which agreement will not be unreasonably withheld.

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2.6                               Conduct of Personnel   While at the other Party’s facility, Newco Personnel or PSC Personnel, as applicable, will conduct themselves in a businesslike manner and will comply with the other Party’s reasonable requests and generally applicable rules and regulations, including all safety and security rules and regulations of which that Party has been notified. Newco may cause ▇▇▇▇▇ Systems to reassign, replace or remove any individual performing services under this MSA where the performance of such individual is such that it may, in Newco’s reasonable opinion, subject Newco to liability or violate any such Newco policy. In addition, Newco may, on giving notice to ▇▇▇▇▇ Systems’ Account Manager, require the immediate removal of any PSC Personnel, who in Newco’s reasonable opinion, have violated any safety or security rules or regulations of Newco, violated any laws or regulations, or breached any of the confidentiality provisions of this MSA. However, Newco may not request the reassignment, replacement, or removal of any individual for reasons that would be improper under applicable law if Newco were the individual’s employer. ▇▇▇▇▇ Systems will promptly replace any individual reassigned, replaced, or removed at Newco’s request.

ARTICLE 3

DESCRIPTION OF SERVICES AND SERVICE LEVELS

3.1                               Provision of Services 

(a)                                  General. Commencing on the Effective Date and continuing throughout the Term, ▇▇▇▇▇ Systems shall provide the following services and functions and assume the following responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified, or replaced in accordance with the terms of this MSA:

(i)                                     the services, functions, and responsibilities specifically described in Exhibit A;

(ii)                                  any services, functions, or responsibilities that are not specifically described in this MSA or Exhibit A, but which are required for the proper performance and delivery of the services, functions, and responsibilities that are specifically described in this MSA or Exhibit A, including without limitation any services, functions or responsibilities that are reasonably:  (A) required for the proper operation of the Supported Systems and services for which ▇▇▇▇▇ Systems assumes operational or management responsibility; or (B) required sub-tasks for the proper performance and provision of the services, functions and responsibilities described in this MSA, which services shall be deemed to be implied by and included within the scope of the Base Services to be provided by ▇▇▇▇▇ Systems to the same extent and in the same manner as if specifically described in the definition thereof; provided, however, that, notwithstanding the foregoing, services, functions or responsibilities that are specifically excluded from the scope of Base Services under this MSA shall not be deemed to be within the scope of the Base Services; and

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(iii)                               any services, functions, or responsibilities that are Additional Services.

(b)                                 Services Evolution. Except as expressly provided herein, ▇▇▇▇▇ Systems shall cause the Services to evolve and to be modified, enhanced, supplemented, and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services, where such advances are at the time pertinent and in general use within the information technology industry or among Newco’s competitors and do not materially increase ▇▇▇▇▇ Systems’ cost of providing the Services above the costs reasonably anticipated to be incurred by ▇▇▇▇▇ Systems under this MSA. As an example, such evolution shall include addition of functionality by ▇▇▇▇▇ Systems (using the PSC Personnel assigned to the Applications Development Pool) as this is made possible with new Supported Hardware and Supported Software acquired by ▇▇▇▇▇ Systems during the Term. Adjustments in Services in accordance with this Section 3.1(b) shall be deemed to be included within the scope of the Base Services to the same extent and in the same manner as if expressly described in the definition thereof.

(c)                                  Supported Affiliates and Franchisees/Licensees. ▇▇▇▇▇ Systems shall provide the Services to Newco to support the operations of Newco, those Affiliates of Newco identified in Schedule 3.1(c), Part A (“Supported Affiliates”), and those franchisees or licensees of Newco or the Supported Affiliates identified in Schedule 3.1(c), Part B (“Franchisees/Licensees”). Newco may add additional Supported Affiliates and Franchisees/Licensees to Schedule 3.1(c) from time to time during the Term through the Change Control Process. Newco shall cause each of the Supported Affiliates, and shall enter into an agreement with each Franchisee/Licensee that binds each Franchisee/Licensee, to comply with the terms and conditions of this MSA applicable to such entity. In the event that Newco is unable to cause any Supported Affiliate or Franchisee/Licensee to comply with any applicable term or condition of this MSA applicable to such entity, then ▇▇▇▇▇ Systems shall be relieved of its applicable obligations under this MSA or the applicable Change Order, but only to the extent that it is unable to perform Services as a result of the failure of the Supported Affiliate or the Franchisees/Licensees to comply with such term or condition. Notwithstanding the fact that the Supported Affiliates and the Franchisees/Licensees may benefit from the Services and ▇▇▇▇▇ Systems’ other obligations under this MSA, all Services shall be deemed to be provided to Newco or its designated Affiliate hereunder and neither any Affiliate, any Franchisee/License, nor any other person or entity shall be deemed to be a third-party beneficiary with the right to enforce any part of this MSA or to seek damages of any kind from ▇▇▇▇▇ Systems.

3.2                               Variable Services   The Base Services, in whole or in part, may be variable in volume throughout the course of this MSA. ▇▇▇▇▇ Systems shall, subject to Exhibit C, increase or decrease the amount of the Base Services provided pursuant to this MSA according to Newco’s demand or requests for the Base Services over or under the applicable baseline(s) for such Base Services established in Exhibit C. Variations as contemplated under this Section shall be provided for in the pricing mechanisms set forth in this MSA.

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▇▇▇▇▇ Systems shall not be entitled to receive an adjustment to the rates and charges based on such variations except as set forth in this MSA.

3.3                               Post-Effective Date Adjustments   The Parties acknowledge that certain items that would constitute Supported Hardware, Supported Software or a Managed Contract, existing as of the Effective Date, may have been inadvertently omitted from, included or mischaracterized under this MSA. Accordingly, the Parties agree that to the extent any such omitted, included or mischaracterized Supported Hardware, Supported Software or Managed Contract is discovered, the Parties shall negotiate in good faith to amend the relevant Attachment, Schedule or Exhibit as appropriate promptly after such discovery. With respect to any such omitted Supported Hardware, Supported Software or Managed Contract, if the charges payable to any applicable third party in connection therewith or any other associated costs were not included in the financial assumptions underlying the calculation of the Annual Services Charge then Newco shall be financially responsible for such charges and costs. If, however, such charges and costs were included in the financial assumptions underlying the calculation of the Annual Services Charges hereunder, then ▇▇▇▇▇ Systems shall have financial responsibility for such charges and costs without any corresponding increase in the Annual Services Charges.

3.4                               Service Locations   The Services shall be provided from the Supported Sites and the Remote Support Sites identified in Schedule 3.4 and in any applicable Change Order (the “Service Locations”). ▇▇▇▇▇ Systems shall not provide services to a third party from a Service Location owned or leased by Newco without Newco’s prior written consent. Newco shall be permitted access, with at least ten (10) days notice in writing or less as mutually agreed by the parties, to any ▇▇▇▇▇ Systems Service Location subject to any reasonable security provisions in effect at the time of such access. As applicable, Newco shall use its reasonable efforts to notify ▇▇▇▇▇ Systems in a timely manner of any plans or determination to relocate a Newco Service Location so that ▇▇▇▇▇ Systems shall have a reasonable amount of time to prepare for and implement such change or relocation to the extent it impacts ▇▇▇▇▇ Systems. ▇▇▇▇▇ Systems shall use the Newco Service Locations in an efficient manner that is coordinated and does not interfere unreasonably with Newco’s operations. ▇▇▇▇▇ Systems shall be responsible for any damage to the Newco Service Locations and to any systems located therein as a result of ▇▇▇▇▇ Systems’ negligence or misconduct and for any injuries suffered by any person as a result.

3.5                               Overview of Services 

(a)                                  Transition Services. As part of the Base Services, ▇▇▇▇▇ Systems shall perform such tasks and deliver such deliverables described in Attachment A-2 to Exhibit A as the Transition Services that are not completed prior to the Effective Date.

(b)                                 General Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as General Services in Article 1 to Exhibit A.

(c)                                  Data Center Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Data Center Services in Article 4 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

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(d)                                 LAN/WAN Network and Remote Network Monitoring Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as LAN/WAN Network and Remote Monitoring Services in Article 7  to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(e)                                  Desktop Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Desktop Services in Article 6 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(f)                                    Help Desk Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Help Desk Services in Article 3 to Exhibit A. The Help Desk Services will be performed courteously and in accordance with the Operations Procedures Manual and this MSA to assist End-Users in determining, tracking, and resolving problems and questions.

(g)                                 Core Application Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Core Applications Services in Article 5 of Exhibit A in accordance with the Operations Procedures Manual and this MSA. The Core Applications Services include application development, application maintenance and application testing services.

(h)                                 Security Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Security Services in Article 9 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(i)                                     Disaster Recovery Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Disaster Recovery Services in Section 9.1(b) of this MSA and Article 8 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(j)                                     Voice Communications Management Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the services described as Voice Communications Management Services in Article 10 to Exhibit A, in accordance with the Operations Procedures Manual and this MSA.

(k)                                  VRS Project Services. As part of the Base Services, ▇▇▇▇▇ Systems shall provide the VRS Project Services described in Attachment A-3 of Exhibit A. Until the completion of the VRS Project Services and as a part of the Base Services, ▇▇▇▇▇ Systems will provide all of the other Base Services for the Legacy System.

3.6                               Annual Technology Plan   ▇▇▇▇▇ Systems and Newco shall jointly prepare Newco’s annual technology plan in accordance with the provisions of this Section 3.6 (the “Technology Plan”). The Parties shall mutually agree on an appropriate allocation of responsibility for drafting the various sections of the Technology Plan. The Technology Plan shall address the information technology requirements of Newco and it will be among the principal means for Newco to assess its investment in information technology services and to address changing technology needs as its business needs change. Each Technology Plan after the first shall review and assess the immediately preceding

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Technology Plan. The Technology Plan shall include a three-year plan and annual implementation plans, consisting of:  specific guidance as to the information services requirements described in this Section 3.6, projects and plans for the upcoming year, including details on operations, maintenance backlog and development activities, estimated cost of implementation of the projects and plans, the impact implementation would have on Newco’s ongoing information technology services costs including, charges under this MSA, and cost/benefit analyses of the projects and plans. A Technology Plan shall be prepared for each year of this MSA within thirty (30) calendar days prior to the end of each calendar year, beginning with a Technology Plan for the year 2004. In addition, ▇▇▇▇▇ Systems agrees to meet with Newco at least once during every three (3) month period during the Term to inform Newco of new information processing technology ▇▇▇▇▇ Systems is developing or information processing trends and directions ▇▇▇▇▇ Systems is otherwise aware of that may relate to Newco’s Business.

(a)                                  Three-Year Plan. The Technology Plan shall include a comprehensive assessment and strategic analysis of Newco’s then-current information technology systems and services for the next three (3) years, including an assessment of the appropriate direction for such systems and services, in light of Newco’s business priorities and strategies and competitive market forces (to the extent necessary information about the Business is provided by Newco to ▇▇▇▇▇ Systems). The plan shall include a specific identification of proposed strategies for taking advantage of advancements in technology (including software and hardware strategies), a cost projection, a cost/benefit analysis of any proposed changes, a description of any changes or any upgrades to Newco’s then-current information systems environment that would be required to implement proposed changes, a description of the types of personnel skills and abilities needed to respond to any recommended changes or upgrades in technology, a general plan and a projected time schedule for developing and achieving the recommended elements, an estimate of the financial impact implementing such proposed strategies would have on Newco’s ongoing information technology services costs, and a discussion of opportunities to exploit industry trends and potential performance improvement opportunities, and to reduce costs and expenses under this MSA.

(b)                                 Drafting and Review. ▇▇▇▇▇ Systems shall submit to Newco a draft of the sections of each Technology Plan, for Newco’s review and written approval, which draft shall have been developed with input from key users of the Services from Newco. Newco recognizes that ▇▇▇▇▇ Systems may require a significant amount of business input from Newco throughout the technology planning process and will provide ▇▇▇▇▇ Systems with such input and other support as ▇▇▇▇▇ Systems may reasonably require to meet its obligations for the Technology Plan.

(c)                                  Modifications. Newco and ▇▇▇▇▇ Systems shall work to revise the Technology Plan from time to time as reasonably requested by Newco.

(d)                                 Implementation of Technology Updates. At the request of Newco, ▇▇▇▇▇ Systems shall implement any or all of the suggested changes, additions and upgrades described in each of the Technology Plans through the Change Control Process.

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3.7                               Training 

(a)                                  ▇▇▇▇▇ Systems shall develop appropriate training materials for, and provide appropriate training with respect to the use of the Services (and any modifications and additions thereto as they are introduced) to, Newco’s training staff (or lead users) in connection with (i) administering or ordering the Services; (ii) training End-Users of the Services; or (iii) reporting and managing interruptions, delays or other troubles. Newco’s training staff shall train the remainder of the Newco Personnel, and the curriculum and training materials distributed to such Personnel shall be subject to Newco’s prior approval, which approval shall not be unreasonably withheld. ▇▇▇▇▇ Systems shall cooperate with Newco in the training of PSC Personnel on Newco’s systems and practices so that ▇▇▇▇▇ Systems can properly and efficiently provide the Services in accordance with the terms of this MSA.

(b)                                 Training for all Newco Personnel described in Subsection 3.7(a) shall be provided at Supported Sites agreed to by the Parties, which Newco shall make available for this purpose. Newco shall make the Newco Personnel reasonably available to receive such training. ▇▇▇▇▇ Systems shall conduct and complete such training for Newco Personnel assigned to any site between five (5) and twenty (20) Business Days prior to the first availability of a significant component of the applicable Services at that Supported Site unless the Parties agree otherwise. ▇▇▇▇▇ Systems shall provide retraining upon Newco’s reasonable request, and as needed to accommodate turnover among Newco’s Personnel. ▇▇▇▇▇ Systems shall update training materials as the Services change.

(c)                                  ▇▇▇▇▇ Systems shall develop, distribute, and update templates for handouts and desktop aids for Services End-Users as reasonably necessary for such users to efficiently use the Services.

3.8                               ▇▇▇▇▇ Systems Licenses and Permits; Export   ▇▇▇▇▇ Systems shall obtain, and has responsibility for complying with, all licenses, consents, approvals, permits, and authorizations required by laws and regulations applicable to it as an information technology services provider, which are legally required to be obtained in order to perform the Services, including any permissions necessary or appropriate under U.S. export control laws, and with respect to any Services that will be performed offshore from locations outside the U.S. and any movement or transmission of data, information or any other materials subject to export control laws. As part of the Services, ▇▇▇▇▇ Systems shall be responsible for, and shall coordinate and oversee, compliance with any and all such licenses, consents, approvals, permits, and authorizations and Newco shall reasonably cooperate with and assist ▇▇▇▇▇ Systems in obtaining same. However, ▇▇▇▇▇ Systems shall have no obligation to identify or interpret for Newco any laws or regulations affecting the Services that do not generally apply to ▇▇▇▇▇ Systems’ internal business operations. If ▇▇▇▇▇ Systems determines that any change in the Services or the way in which ▇▇▇▇▇ Systems performs the Services is necessary to comply with any law or regulation affecting ▇▇▇▇▇ Systems’ internal operations, ▇▇▇▇▇ Systems shall notify

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Newco of such change, and such change may be made subject to the Change Control Process.

3.9                               No Adverse Changes to the Services   Except as may be necessary on an emergency basis to maintain the continuity of the Services, ▇▇▇▇▇ Systems shall not, without Newco’s prior written consent, modify:  (a) the composition of the Services; or (b) the manner in which the Services are to be provided or delivered pursuant to this MSA if such modification would have a material adverse effect on the business of Newco.

3.10                        Subcontractors   ▇▇▇▇▇ Systems shall have the right to subcontract all or any part of the Services to any of its Affiliates and to any other person or entity (each, a “Subcontractor”), including Affiliates and other persons or entities whose principal place of business is outside the United States, without Newco’s consent, except that ▇▇▇▇▇ Systems shall not subcontract any part of the Services to any Affiliate, person or entity who is a competitor of Newco in the Business without Newco’s prior consent, which may be withheld by Newco in its sole discretion. ▇▇▇▇▇ Systems’ Account Manager will give Newco’s Account Manager reasonable advance notice of each proposed subcontract to a Subcontractor other than an Affiliate of ▇▇▇▇▇ Systems whose principal place of business is located in the United States. ▇▇▇▇▇ Systems shall be fully responsible, financially and otherwise, for the Services provided by each Subcontractor to the same extent as if it had performed the Services itself. Notwithstanding the foregoing, Newco acknowledges and agrees that ▇▇▇▇▇ Systems may subcontract all or any part of the Core Application Services to HCL ▇▇▇▇▇ Systems Ltd., whose principal place of business is outside the United States, provided that Newco’s consent shall be required to subcontract any new obligations after ▇▇▇▇▇ Systems ceases to own, directly or indirectly, at least twenty-five percent (25%) of HCL ▇▇▇▇▇ Systems Ltd.

3.11                        Changes to Services Due to Changes in Newco’s Business   Newco and ▇▇▇▇▇ Systems understand that Newco’s predicted resource requirements, while based on the best knowledge available, may be subject to significant variation as a result of unexpected growth or reduction in its business, including due to mergers, acquisitions or divestitures, or due to other changes resulting from the then-current business environment. Upon request by Newco in connection with the occurrence of an event that results in a sustained increase or decrease in the resource requirements under this MSA, ▇▇▇▇▇ Systems shall prepare a good faith proposal to address the new resource requirements, which may include, without limitation, appropriate adjustments to the Service Levels, Base Services and the fees set forth in this MSA, so that Newco may be responsive to its evolving business needs and remain competitive in the marketplace. Upon request by Newco, the Parties agree to negotiate in good faith to adjust this MSA appropriately to reflect such changes for the applicable remaining years of the Term.

3.12                        Service Levels 

(a)                                  ▇▇▇▇▇ Systems will meet or exceed the Service Levels

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(i)                                     set forth in Parts C and E of Exhibit B for the applicable Base Services commencing on the Effective Date, except with respect to the Transitioned Applications and the VRS;

(ii)                                  set forth in Part F of Exhibit B for the applicable Base Services commencing after the Transition Period with respect to the Transitioned Applications; and

(iii)                               set forth in Part D of Exhibit B for the applicable Base Services commencing on the Effective Date and continuing until the addition of the VRS Modifications with respect to the Odyssey System and commencing on the Warranty Period defined in Attachment A-3 to Exhibit A with respect to the VRS.

(b)                                 As contemplated by the Change Control Process, (i) any Change Order implementing Service or resource changes requested by Newco and any other Change Order changing the manner in which the Services are provided by ▇▇▇▇▇ Systems may include an equitable adjustment to the Annual Services Charge and the applicable Service Levels and the Service Level Credits, and (ii) ▇▇▇▇▇ Systems will review with Newco as part of the Change Control Process the anticipated effect of such reduction, addition, or change on ▇▇▇▇▇ Systems’ ability to meet the applicable Service Levels.

(c)                                  If ▇▇▇▇▇ Systems fails to meet any Service Level, ▇▇▇▇▇ Systems will (i) promptly investigate and perform a root-cause analysis to identify the cause of the failure; (ii) provide to Newco a report on the causes of the problem; (iii) correct the problem, to the extent such problem is within its control, or take appropriate steps in escalation to the appropriate Third Party Vendor to cause the problem to be corrected to the extent such problem is not within its control; (iv) take appropriate preventive measures to reduce the probability of a recurrence of the problem; (v) take appropriate actions to mitigate the adverse effects of the problem prior to its correction; and (vi) periodically advise Newco of the status of remedial efforts being undertaken with respect to such problems in accordance with the Operations Procedures Manual.

(d)                                 On an annual basis, Newco and ▇▇▇▇▇ Systems will review the Service Levels and, if mutually agreed (which agreement shall not be withheld unreasonably), the Parties will adjust the Service Levels to reflect appropriate changes in circumstances, such as technological advances, changes in methods used generally to perform similar services, changes in business metrics, operating costs and budgetary constraints, and any service or resource changes requested or approved by Newco.

(e)                                  ▇▇▇▇▇ Systems will procure and implement appropriate monitoring tools (to the extent such tools are not already used by ▇▇▇▇▇ Systems to monitor applications, systems, and networks that are being managed by ▇▇▇▇▇ Systems, the tools will be approved by Newco and will be acquired at ▇▇▇▇▇ Systems’ expense for use by

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▇▇▇▇▇ Systems) and related procedures necessary to measure and report ▇▇▇▇▇ Systems’ compliance with the Service Levels. An initial list of such monitoring tools is set forth in Part G of Exhibit ▇. ▇▇▇▇▇ Systems will provide Newco with (i) the performance monitoring reports described in Part G of Exhibit B, and (ii) such other documentation and information as Newco reasonably requests, to verify that the Services are being performed in compliance with the Service Levels. Upon Newco’s reasonable request, but not more frequently than once per Contract Year, ▇▇▇▇▇ Systems will provide Newco and its designees with information and access to such tools and procedures for purposes of performing an audit of ▇▇▇▇▇ Systems’ compliance with the Service Levels and these reporting requirements.

3.13                        European and Asian Affiliates

(a)                                  Notwithstanding anything to the contrary in this MSA, the Parties acknowledge and agree that the Affiliates of Newco whose principle business operations are located outside the United States and Canada (“European and Asian Affiliates”), will not receive any of the Base Services with respect to Hardware and Software that is located outside the United States, except with respect to the “bridges” described in subsection (b) below. All other components of the Base Services will initially be performed for the European and Asian Affiliates on the same basis and to the same extent as Base Services are performed for Franchisees/Licensees. For the avoidance of doubt, the European and Asian Affiliates will initially have administrative, financial, legal, and operational responsibility for all Hardware and Software located outside the United States and Canada. Upon request by Newco, ▇▇▇▇▇ Systems will prepare for Newco’s review and approval a proposal to provide the full range of Base Services, or any component of the Base Services, to all or any of the European and Asian Affiliates.

(b)                                 The Parties further acknowledge and agree that the European and Asian Affiliates do not use either the Legacy System, the Odyssey System or VRS to conduct their automobile rental and maintenance operations from the Effective Date until the VRS Project is completed. However, the information technology systems used by the European and Asian Affiliates exchange certain data relating to reservations via “bridges” with the Legacy System and such exchanges will continue until the Legacy System is decommissioned. In connection with the VRS Project Services, ▇▇▇▇▇ Systems will modify such bridges so that the information technology systems used by the European and Asian Affiliates may exchange data with VRS on a basis similar to or more efficiently than the data is exchanged with the Legacy System. Unless otherwise agreed in a Change Order, the European and Asian Affiliates will have administrative, financial, legal, and operational responsibility for procuring, acquiring, installing and testing all hardware and software necessary to install and operate VRS.

(c)                                  If, for any reason, any European and Asian Affiliate ceases to be an Affiliate of Newco, ▇▇▇▇▇ Systems agrees that such European and Asian Affiliate shall, unless

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otherwise requested by Newco, become a Franchisee/Licensee of Newco and continue to have access to and use of VRS on the same basis as other Franchisees/Licensees.

ARTICLE 4

CERTAIN NEWCO OBLIGATIONS

4.1                               Newco’s Cooperation   Newco shall reasonably cooperate with ▇▇▇▇▇ Systems by, among other things, making available, as reasonably requested by ▇▇▇▇▇ Systems, management decisions, information, approvals or disapprovals, and acceptances or rejections in a timely manner so that ▇▇▇▇▇ Systems may fulfill its obligations and responsibilities under this MSA. Newco shall cause the Supported Affiliates to, and enter into agreements with each of the Franchisee/Licensees providing that they will, reasonably cooperate with ▇▇▇▇▇ Systems by, among other things, making available, as reasonably requested by ▇▇▇▇▇ Systems, management decisions, information, approvals or disapprovals, and acceptances or rejections in a timely manner so that ▇▇▇▇▇ Systems may fulfill its obligations and responsibilities under this MSA. In addition, Newco will use its commercially reasonable efforts, including the provision of necessary letters of agency, to cause its Third Party Vendors to cooperate with ▇▇▇▇▇ Systems in the performance of the Services.

4.2                               Access to Newco’s Facilities   Newco (i) shall grant to or obtain reasonable access for ▇▇▇▇▇ Systems during Newco’s normal business hours (and at any other hour as reasonably requested by ▇▇▇▇▇ Systems) to the equipment, facilities, and systems in Newco’s or any Supported Affiliate’s possession or control to which ▇▇▇▇▇ Systems reasonably requires access to perform its obligations under this MSA, and (ii) shall use commercially reasonable efforts to grant to or obtain reasonable access for ▇▇▇▇▇ Systems during normal business hours (and at any other hour as reasonably requested by ▇▇▇▇▇ Systems) to the equipment, facilities, and systems in the Franchisee/Licensees’ possession or control to which ▇▇▇▇▇ Systems reasonably requires access to perform its Services under this MSA, subject to the following conditions:

(a)                                  Rules. PSC Personnel and each business invitee of such PSC Personnel shall obey all generally applicable rules and procedures at any Newco, Supported Affiliate’s or Franchisee/Licensees’ facility of which Newco, the Supported Affiliates or the Franchisee/Licensee has notified ▇▇▇▇▇ Systems. When PSC Personnel are located at Newco’s, a Supported Affiliate’s or Franchisee/Licensees’ facility, ▇▇▇▇▇ Systems shall use, and shall cause all PSC Personnel to use, such facility only to provide the Services, provided that such PSC Personnel may perform limited back office work at Newco Service Locations that is incidental to the provision of the Services.

(b)                                 Alteration. ▇▇▇▇▇ Systems shall not make any structural, mechanical or electrical alterations to Newco’s, any Supported Affiliate’s or Franchisee/Licensees’ facilities without, as applicable, Newco’s, the applicable Supported Affiliate’s or the applicable Franchisee/Licensee’s prior written approval.

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(c)                                  Structure. Subject to Newco’s obligations under Section 4.3, when a portion of Newco’s, any Supported Affiliate’s or Franchisee/Licensee’s facilities occupied by PSC Personnel is no longer required to perform the Services, ▇▇▇▇▇ Systems shall return such portion to Newco, the Supported Affiliate or the Franchisee/Licensee, as applicable, in the same condition as when ▇▇▇▇▇ Systems began use of such portion, except for (i) authorized alterations and modifications, and (ii) reasonable wear and tear.

(d)                                 Limited Access. Newco, any Supported Affiliate and any Franchisee/Licensee, as applicable, may impose reasonable security procedures to limit access to those portions of Newco’s, such Supported Affiliate’s or such Franchisee/Licensee’s facilities being used by ▇▇▇▇▇ Systems to perform the Services.

(e)                                  Changes by Newco, the Supported Affiliates or Franchisee/Licensees. Newco shall not, and shall cause the Supported Affiliates to not, make any changes to a facility owned, leased or controlled by Newco or a Supported Affiliate where the Services are being performed if Newco reasonably expects such change (i) to have a material adverse effect on ▇▇▇▇▇ Systems’ ability to perform its obligations (including its obligation to meet any Service Levels) hereunder; or (ii) materially to increase the cost to ▇▇▇▇▇ Systems to perform its obligations hereunder, without prior written notice to and approval by ▇▇▇▇▇ Systems (such approval not to be unreasonably withheld or delayed).

4.3                               Support   As to any portion of Newco’s or any Supported Affiliates’ facilities to be occupied by PSC Personnel under Section 4.2 to provide the Services, Newco shall provide to the assigned PSC Personnel at no charge, for use primarily in connection with performance of the Services (i) a reasonable work environment, including office space, basic furniture, a telephone, utilities and common office supplies; (ii) reasonable access to photocopy, printer, facsimile, and similar office equipment; (iii) reasonable facility maintenance and janitorial services; (iv) desktop computers, workstations, terminals, printers and other equipment reasonably required by PSC Personnel in connection with the performance of the Services; and (v) reasonable access to the networks located at facilities within their responsibility and required for the provisions of the Services.

4.4                               Third Party Bids 

(a)                                  As provided in Section 2.4(b), Newco has the right to obtain certain Additional Services from Third Party Vendors. With respect to Services sought by Newco as provided in Section 2.4(b)(v), Newco shall notify ▇▇▇▇▇ Systems of, and ▇▇▇▇▇ Systems shall have the right to respond to, all requests for information, requests for proposal and similar bidding procedures on the same basis as other Third Party Vendors.

(b)                                 If Newco obtains information technology services from any Third Party Vendor, ▇▇▇▇▇ Systems will have the right to approve, which approval will not be unreasonably withheld or delayed, the implementation and installation of any resulting Third Party Vendor software, equipment or services that ▇▇▇▇▇ Systems

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will be required to manage or operate as part of the Services, prior to becoming responsible for such Third Party Vendor software, equipment or services as part of the Services pursuant to the Change Control Process.

4.5                               Certain Obligations   Commencing on the Effective Date and continuing throughout the Term, as between ▇▇▇▇▇ Systems and Newco, Newco will be responsible for providing and performing the Newco Retained Functions and the services, functions and responsibilities described in Schedule 2.4(b).

ARTICLE 5

▇▇▇▇▇ SYSTEMS OBLIGATIONS

5.1                               ▇▇▇▇▇ Systems’ Cooperation   During the Term, ▇▇▇▇▇ Systems shall provide commercially reasonable cooperation to Newco by responding to Newco’s reasonable requests for information related to the functionality or operation of the GreenWay System, the Odyssey System, the VRS and the Services to the extent that (i) ▇▇▇▇▇ Systems has such information, (ii) ▇▇▇▇▇ Systems is not prohibited from disclosing such information under the terms of any other agreement, (iii) Newco does not provide such information to a competitor of ▇▇▇▇▇ Systems unless ▇▇▇▇▇ Systems and such competitor enter into a commercially reasonable confidentiality agreement under which such competitor agrees to protect the confidentiality of ▇▇▇▇▇ Systems Confidential Information, and (iv) Newco treats such information as ▇▇▇▇▇ Systems’ Confidential Information to the extent such information is owned by ▇▇▇▇▇ Systems.

5.2                               Access to ▇▇▇▇▇ Systems’ Facilities   ▇▇▇▇▇ Systems (i) shall grant to or obtain reasonable access for Newco or the Supported Affiliates (excluding direct competitors of ▇▇▇▇▇ Systems) during normal business hours, and at such other time as reasonably necessary, to the equipment, facilities, and systems in ▇▇▇▇▇ Systems’ facilities, including ▇▇▇▇▇ Systems’ Data Center where the Services are being performed. Newco will provide ▇▇▇▇▇ Systems with at least two-Business Days written notice prior to providing any business invitees of Newco or the Supported Affiliates with access to the ▇▇▇▇▇ Systems facilities, including any ▇▇▇▇▇ Systems Data Center, where Services are being performed. ▇▇▇▇▇ Systems may control such access so as to provide reasonable protection of Confidential Information of ▇▇▇▇▇ Systems, its Subsidiaries, or its customers or vendors. In connection with such access, the following obligations shall apply:

(a)                                  Rules. Newco Personnel and each business invitee of such Newco Personnel shall obey all generally applicable rules and procedures of ▇▇▇▇▇ Systems facilities, including ▇▇▇▇▇ Systems Data Center, of which such persons have been notified.

(b)                                 Alteration. Newco shall not make any structural, mechanical or electrical alterations to any ▇▇▇▇▇ Systems facilities including ▇▇▇▇▇ Systems Data Center without ▇▇▇▇▇ Systems’ prior written approval.

(c)                                  Limited Access. Except as otherwise agreed, ▇▇▇▇▇ Systems may impose reasonable security procedures to limit access to those portions of the ▇▇▇▇▇

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Systems facilities, including ▇▇▇▇▇ Systems Data Center, not being used to perform Services.

(d)                                 Structure. When a portion of ▇▇▇▇▇ Systems’ facilities occupied by Newco Personnel is no longer required to perform the Services, Newco shall return such portion to ▇▇▇▇▇ Systems, in substantially the same condition as when Newco began use of such portion, except for (i) authorized alterations and modifications, and (ii) reasonable wear and tear.

(e)                                  Limitations. The access provided in this Section shall be limited as required by ▇▇▇▇▇ Systems under ▇▇▇▇▇ Systems’ agreements with other customers or other third parties.

5.3                               Employee Transfers   On or before the Effective Date, ▇▇▇▇▇ Systems will offer employment to the individuals currently employed by ANC Rental or its Affiliates who have been identified in a side letter from ▇▇▇▇▇ Systems to Newco dated as of the Agreement Date (the “Side Letter”), subject to ▇▇▇▇▇ Systems’ standard employment policies and practices, including pre-employment background investigations and drug tests. Those individuals who accept ▇▇▇▇▇ Systems’ offer of employment are collectively referred to herein as the “Transitioned Employees”. ▇▇▇▇▇ Systems agrees that such offers of employment will (i) include compensation and benefit terms that are at least comparable to those offered to other ▇▇▇▇▇ Systems’ employees with similar skills and experience, and (ii) provide that each Transitioned Employee will be given credit for their years of service as an employee of ANC Rental (or any predecessor entity or Affiliate) in connection with ▇▇▇▇▇ Systems’ benefit plans and programs, including vacation and short-term disability. Transitioned Employees will become employees of ▇▇▇▇▇ Systems as of the Effective Date or such later date as they report to work at ▇▇▇▇▇ Systems. Employees identified in the Side Letter shall not be deemed to be terminated from employment by ANC Rental or its Affiliates and shall not be entitled to severance.

5.4                               Key Employees   Schedule 5.4 contains a list of certain ▇▇▇▇▇ Systems employees who are key personnel to the activities contemplated by this MSA, including the ▇▇▇▇▇ Systems Account Manager (collectively, “Key Employees”). The Parties may agree to modify or amend such list from time to time in writing. ▇▇▇▇▇ Systems shall not reassign to another account any Key Employee without receiving Newco’s written approval after:  (i) providing at least thirty (30) days prior notice to Newco in writing or by e-mail; and (ii) nominating replacement personnel of at least equal competence and experience reasonably acceptable to Newco. ▇▇▇▇▇ Systems shall promptly replace any Key Employee to whom Newco reasonably objects. Schedule 5.4 shall be amended to reflect such replacement personnel.

5.5                               Required Consents   ▇▇▇▇▇ Systems will use commercially reasonable efforts on Newco’s behalf to obtain any third-party consents necessary for ▇▇▇▇▇ Systems to have access to and use any Supported Software or Supported Hardware in connection with the Services (“Required Consents”). Newco shall cooperate with ▇▇▇▇▇ Systems to obtain such Required Consents. Newco shall pay any reasonable and applicable license, transfer or access fees for any Supported Software. If a Required Consent is not obtained, then,

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unless and until such Required Consent is obtained, ▇▇▇▇▇ Systems will determine and adopt, subject to Newco’s prior written approval, such alternative commercially reasonable approaches as are necessary and sufficient, so as not to increase Service charges, to provide the Services in accordance with the applicable Service Levels without such Required Consents, to the extent reasonably possible.

ARTICLE 6

RESPONSIBILITY FOR ASSETS

6.1                               General   The Debtors, with ▇▇▇▇▇ Systems’ assistance, have developed lists of all software (the “Supported Software”), all equipment (the “Supported Hardware”), and all licenses, equipment leases, maintenance agreements, service agreements and support agreements (the “Managed Contracts”) existing as of the Agreement Date (to be updated as of the Effective Date and as new agreements and equipment come into existence after the Effective Date in accordance with this MSA), that will be supported or managed by ▇▇▇▇▇ Systems as part of the Base Services. The Parties’ respective administrative, financial, legal and operational responsibilities with respect to the Supported Hardware, Supported Software, and Managed Contracts are described in this Article 6 and, for the convenience of the Parties, in the Responsibility Allocation Matrices attached as Schedule 6.1. In the event of any conflict between this Article 6 and Schedule 6.1, the text of this Article 6 shall control. Any grant by Newco to ▇▇▇▇▇ Systems of rights of use pursuant to this Article 6 shall be deemed to include, subject to the other provisions of this MSA, a grant of such rights to ▇▇▇▇▇ Systems’ Subcontractors to the extent necessary to perform the Services hereunder.

(a)                                  The responsibilities of a Party having administrative, financial, legal or operational responsibility for a Managed Asset are as follows:

(i)                                     If a Party has administrative responsibility for a Managed Asset, such Party shall be responsible for managing such Managed Asset, including (A) the tracking of renewal dates and license compliance provisions, (B) providing notice to the Party with legal responsibility when actions need to be taken with respect to such Managed Asset (e.g., notification of renewal of the license for such Managed Asset), and (C) receiving invoices from third party vendors, promptly reviewing such invoices, and providing to the Party with financial responsibility the original invoice together with a statement identifying which charges are proper and valid and should be paid.

(ii)                                  If a Party has financial responsibility for a Managed Asset, such Party shall be responsible for all current (applicable immediately after the agreed effective date of such financial responsibility) and future financial costs and expenses related to such Managed Asset, including (A) acquisition, lease, license, or other ownership costs; (B) cost of modifications, upgrades, enhancements, new releases, replacements, and expanded license rights; and (C) growth and technology refreshments (including third party software and equipment maintenance agreements).

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(iii)                               If a Party has legal responsibility for a Managed Asset, such Party shall be responsible for (A) if applicable, assuming leases and licenses for any such Managed Asset being assigned pursuant to this MSA; and (B) entering into contracts, leases, and licenses for any such Managed Asset in its name, including (1) contracts addressing the modifications, upgrades, enhancements, and replacements of such Managed Asset, and (2) third party software or equipment maintenance agreements with respect to such Managed Asset.

(iv)                              If a Party has operational responsibility for a Managed Asset, such Party shall be responsible for operational support of such Managed Asset, including (A) the unpacking, configuration, staging, setup, and installation of such Managed Asset; (B) the support of such Managed Asset; (C) the maintenance of such Managed Asset; (D) moves, additions and changes with respect to such Managed Asset; and (E) disaster recovery with respect to such Managed Asset.

6.2                               Existing Hardware   The Parties’ respective rights and responsibilities with respect to (i) Supported Hardware directly or indirectly owned (immediately after consummation of the Acquisition) by Newco (collectively, the “Supported Hardware (Owned)”), and (ii) Supported Hardware directly or indirectly leased (immediately after consummation of the Acquisition) by Newco (collectively, the “Supported Hardware (Leased)”), shall be as follows:

(a)                                  Owned by Newco. The Parties’ respective rights and responsibilities with respect to Supported Hardware (Owned) shall be as follows:

(i)                                     On the Effective Date, Newco shall assign and convey to ▇▇▇▇▇ Systems the Supported Hardware (Owned) identified in Schedule 6.2(a), Part A (the “Assigned Hardware (Owned)”). After such assignment and conveyance, ▇▇▇▇▇ Systems shall be administratively, financially, legally, and operationally responsible for such Assigned Hardware.

(ii)                                  Newco shall retain ownership of, and administrative, financial and legal responsibility for, all Supported Hardware (Owned) identified in Schedule 6.2(a), Part B (the “Retained Hardware (Owned)”). On the Effective Date, Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the right to access, configure, maintain and use the Retained Hardware (Owned) and all other rights with respect to the Retained Hardware (Owned) necessary to perform the Services. Beginning on the Effective Date and continuing until the end of the Term, ▇▇▇▇▇ Systems shall be operationally responsible for the Retained Hardware (Owned).

(b)                                 Leased by Newco. The Parties’ respective rights and responsibilities with respect to Supported Hardware (Leased) shall be as follows:

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(i)                                     On the Effective Date, Newco shall assign to ▇▇▇▇▇ Systems the equipment leases identified in Schedule 6.2(b), Part A (“Assigned Hardware Leases”) relating to the Supported Hardware (Leased) identified in Schedule 6.2(b), Part A (“Assigned Hardware (Leased)”). After such assignment and assumption, ▇▇▇▇▇ Systems shall be administratively, financially, legally, and operationally responsible for the Assigned Hardware Leases and the applicable Supported Hardware (Leased) subject to such leases with respect to all periods after the effective date of the Assignment and Assumption Agreement.

(ii)                                  Newco shall retain financial and legal responsibility for the equipment leases identified in Schedule 6.2(b), Part B (“Retained Hardware Leases”) relating to the Supported Hardware (Leased) identified in Schedule 6.2(b), Part B (the “Retained Hardware (Leased)”). On the Effective Date, Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the right to access, configure, maintain and use the Retained Hardware (Leased) and all other rights with respect to the Retained Hardware (Leased) necessary to perform the Services. Beginning on the Effective Date and continuing until the end of the Term, ▇▇▇▇▇ Systems shall be administratively and operationally responsible for the Retained Hardware (Leased) and the Retained Hardware Leases.

6.3                               Replacement and Additional Hardware

(a)                                  ▇▇▇▇▇ Systems Responsibility. Except as provided in Section 6.3(b), ▇▇▇▇▇ Systems shall be administratively, financially, legally and operationally responsible to procure and acquire any additions, enhancements and upgrades to, repairs to, and replacements of, Supported Hardware that are necessary to provide the Services in accordance with the applicable Service Levels. Such additional Hardware may be purchased or leased by ▇▇▇▇▇ Systems in its sole discretion, provided that ▇▇▇▇▇ Systems shall give at least thirty (30) days’ notice to Newco before purchasing or leasing any equipment having a purchase price or capital cost, as applicable, greater than $100,000 (with reasonably related expenditures to be aggregated) or entering into any equipment lease the term of which will extend beyond the scheduled expiration of the Term. Newco shall have the right, in its sole discretion, to cause ▇▇▇▇▇ Systems to defer any such purchase or lease, provided that the Parties enter into a Change Order that addresses (i) sharing the costs that will be avoided and may be incurred by the Parties as a result of such deferral, (ii) adjustments to the Annual Services Charge and any Service Levels and Service Level Credits that may be affected by such deferral, and (iii) such other matters as the Parties determine appropriate.

(b)                                 Newco Responsibility. Newco shall be financially and legally responsible to procure and acquire (i) any additions, enhancements and upgrades to, repairs to, and replacements of, Retained Hardware (Owned) and Retained Hardware (Leased), and (ii) unless otherwise agreed by the Parties in a Change Order, any additions, enhancements and upgrades to and replacements of Supported

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Hardware that are necessary, as a result of changes in Newco’s volume of, or method of doing, business, for ▇▇▇▇▇ Systems to provide the Services in accordance with the applicable Service Levels; and, upon acquisition of such Supported Hardware, Newco shall ▇▇▇▇▇ ▇▇▇▇▇ Systems the rights described in 6.2(a)(ii) or 6.2(b)(ii), as the case may be. Notwithstanding the foregoing, Newco shall have the option in its sole discretion not to procure or acquire any such additions, enhancements, upgrades or replacements having a purchase price or capital cost, as applicable, greater than $100,000 (with reasonably related expenditures to be aggregated) provided that the Parties agree that if Newco elects not to procure or acquire such items, the Annual Services Charge and the affected Service Levels and Service Level Credits may require appropriate adjustment.

6.4                               Existing Software   The Parties’ respective rights and responsibilities with respect to (i) existing Third Party Systems Software for Assigned Hardware, (ii) existing Third Party Systems Software for Retained Hardware, and (iii) existing Applications Software, shall be as follows:

(a)                                  Third Party Systems Software.

(i)                                     For Assigned Hardware. Subject to obtaining the consents described in Section 5.5, (A) Newco shall assign, and hereby does assign, as of the Effective Date, the licenses identified in Schedule 6.4(a), Part A to the Third Party Systems Software for the Assigned Hardware (the “Assigned Systems Software Licenses”), and (B) ▇▇▇▇▇ Systems shall assume, and hereby does assume, as of the Effective Date, the Assigned Systems Software Licenses. With respect to all periods after the Effective Date during the Term, ▇▇▇▇▇ Systems shall be administratively, financially, legally, and operationally responsible for the Assigned Systems Software Licenses and, subject to such licenses, the related Third Party Systems Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and introduction of new Third Party Systems Software for the Assigned Hardware.

(ii)                                  For Retained Hardware. Newco shall retain financial and legal responsibility for the licenses identified in Schedule 6.4(a), Part B to the Third Party Systems Software for the Retained Hardware (the “Retained Systems Software Licenses”), including, as necessary or appropriate to obtain the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and the acquisition of new Third Party Systems Software for the Retained Hardware. Subject to obtaining the consents described in Section 5.5, (A) as of the Effective Date, Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the rights that Newco has or later obtains with respect to such Third Party Systems Software for the Retained Hardware, and (B) with respect to all periods after the Effective Date during the Term, ▇▇▇▇▇ Systems shall (1) be administratively and operationally responsible for the Retained Systems

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Software Licenses and the related Third Party Systems Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Systems Software and introduction of new Third Party Systems Software for the Retained Hardware, and (2) comply with the duties, including use restrictions, imposed by the Retained Systems Software Licenses.

(b)                                 Applications Software.

(i)                                     Retained Third Party Applications Software. Newco shall retain financial and legal responsibility for the licenses identified in Schedule 6.4(b), Part A to the Third Party Applications Software (the “Retained Third Party Applications Software Licenses”), including, as necessary or appropriate to obtain the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Applications Software. Subject to obtaining the consents described in Section 5.5, (A) as of the Effective Date, Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the rights that Newco has or later obtains with respect to the Third Party Applications Software, and (B) with respect to all periods after the Effective Date during the Term, ▇▇▇▇▇ Systems shall (1) be administratively and operationally responsible for the Retained Third Party Applications Software Licenses and the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, additions, enhancements, modifications, replacements and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by the Retained Third Party Applications Software Licenses.

(ii)                                  Assigned Third Party Applications Software. Subject to obtaining the consents described in Section 5.5, (A) Newco shall assign, and hereby does assign as of the Effective Date, the licenses identified in Schedule 6.4(b), Part B to the Third Party Applications Software (the “Assigned Third Party Applications Software Licenses”), and (B) ▇▇▇▇▇ Systems shall assume, and hereby does assume, as of the Effective Date, the Assigned Third Party Applications Software Licenses. With respect to all periods after the Effective Date during the Term, ▇▇▇▇▇ Systems shall (1) be administratively, financially, legally, and operationally responsible for the Assigned Third Party Applications Software Licenses and the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by the Assigned Third Party Applications Software Licenses.

(iii)                               Applications Software Owned by Newco. Newco shall retain ownership of, and financial and legal responsibility for, the Applications Software

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identified in Schedule 6.4(b), Part C (the “Newco Applications Software”), including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Newco Applications Software. As of the Effective Date, (B) Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the rights set forth in Section 6.4(b)(i) with respect to the Newco Applications Software, and (B) with respect to all periods after the Effective Date during the Term, ▇▇▇▇▇ Systems shall be administratively and operationally responsible for the Newco Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of the Newco Applications Software.

6.5                               Replacement and Additional Software 

(a)                                  Third Party Systems Software.

(i)                                     For Assigned Hardware. ▇▇▇▇▇ Systems shall be administratively, financially, legally and operationally responsible for Third Party Systems Software acquired for, and installed on, Assigned Hardware after the Effective Date (including enhancements, replacements and upgrades to Systems Software for Assigned Hardware) to the same extent as ▇▇▇▇▇ Systems is administratively, financially, legally and operationally responsible for the Assigned Hardware.

(ii)                                  For Retained Hardware. Newco shall be financially and legally responsible for Third Party Systems Software acquired after the Effective Date for installation on Retained Hardware (including enhancements, replacements and upgrades to Systems Software for Retained Hardware). Effective upon acquisition of such Third Party Systems Software, (A) such Third Party Systems Software licenses shall be deemed to be Retained Systems Software Licenses, (B) Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the rights described in Section 6.4(a)(ii)(A) with respect to such Third Party Systems Software, and (C) from such effective date until the end of the Term, ▇▇▇▇▇ Systems shall have the responsibilities and obligations described in Section 6.4(a)(ii)(B) with respect to such Third Party Systems Software and the applicable software licenses.

(b)                                 Third Party Applications Software. ▇▇▇▇▇ Systems shall be administratively and operationally responsible for Third Party Applications Software included in the Base Services as of the Effective Date. ▇▇▇▇▇ Systems shall install, operate, and support new Third Party Applications Software approved by Newco in a mutually agreed Change Order. Unless otherwise agreed by the Parties in the applicable Change Order, (A) Newco shall have financial and legal responsibility for all licenses for new Third Party Applications Software as Additional Services, (B) Newco shall, and hereby does, grant to ▇▇▇▇▇ Systems the rights that Newco obtains with respect to such new Third Party Applications Software, and (C) with respect to all periods after the effective date of such grant during the Term, ▇▇▇▇▇

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Systems shall (1) be administratively and operationally responsible for such licenses and, subject to such licenses, the related Third Party Applications Software, including, as necessary or appropriate to provide the Services, enhancements, modifications, and upgrades of such Third Party Applications Software, and (2) comply with the duties, including use restrictions, imposed by such licenses. ▇▇▇▇▇ Systems shall not install or operate in connection with the Services any new Third Party Applications Software without Newco’s prior written approval in a Change Order, which Change Order will provide for appropriate adjustments to the Annual Services Charge.

6.6                               Third Party Service Contracts

(a)                                  Subject to Sections 6.6(b) and 5.5, Newco assigns to ▇▇▇▇▇ Systems, and ▇▇▇▇▇ Systems accepts and assumes such assignment for, the Third Party Service Contracts identified in Schedule 6.6, Part A (the “Assigned Third Party Service Contracts”), effective as of the Effective Date. ▇▇▇▇▇ Systems shall have administrative, financial, legal and operational responsibility for the Assigned Third Party Service Contracts with respect to periods on and after the Effective Date.

(b)                                 Newco shall retain financial and legal responsibility for the Third Party Service Contracts identified in Schedule 6.6, Part B (the “Retained Third Party Service Contracts”), and, subject to Section 5.5, Newco grants to ▇▇▇▇▇ Systems, solely to the extent necessary for performing the Services, the rights Newco has with respect to the Retained Third Party Service Contracts that are reasonably necessary for ▇▇▇▇▇ Systems to provide the Services. ▇▇▇▇▇ Systems shall have administrative and operational responsibility for, and shall comply with the duties imposed on Newco by, the Retained Third Party Service Contracts.

(c)                                  The Parties acknowledge that certain Third Party Service Contracts for Supported Hardware and Supported Software, such as hardware maintenance contracts and software support agreements, may be listed in Schedule 6.6. Notwithstanding Sections 6.6(a) and (b), these Third Party Service Contracts shall be treated in the same manner provided in Sections 6.1 through 6.4 as the Supported Hardware or Supported Software to which such Third Party Service Contracts relate, including whether such Third Party Service Contract is retained by Newco or assigned to ▇▇▇▇▇ Systems, and the allocation of administrative, financial, legal and operational responsibility as between the Parties.

6.7                               Certain Hardware and Software Provided by ▇▇▇▇▇ Systems . Notwithstanding the provisions of Sections 6.1 through 6.6 above, ▇▇▇▇▇ Systems will have administrative, financial, legal and operational responsibility for the following Hardware and Software as part of the Annual Services Charge:

(a)                                  Hardware and Software used by PSC Personnel to provide concurrent support to more than one ▇▇▇▇▇ Systems’ customer. For example, with respect to the Help Desk Services, ▇▇▇▇▇ Systems will provide the help desk Software, the Hardware

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on which such Software is operated, telephone switches and handsets, desktop computers and related Hardware and Software used to provide the Help Desk Services;

(b)                                 Hardware and Software necessary to retain up to seven years of data from the Legacy System for up to seven years after the Legacy System is decommissioned;

(c)                                  Hardware and Software used generally in the business of ▇▇▇▇▇ Systems. For example, Hardware and Software used by ▇▇▇▇▇ Systems’ accounting, human resources, and other back-office functions; and

(d)                                 Hardware and Software not used by ▇▇▇▇▇ Systems for the direct benefit of Newco and its Supported Affiliates and Franchisees/Licensees.

6.8                               Managed Contracts.

(a)                                  Upon request by Newco after the date on which Newco attains an investment grade credit rating for its unsecured corporate debt (i.e., a rating of Baa3 or better by ▇▇▇▇▇’▇ and of BBB- by Standard & Poors), and provided that Newco has not failed to pay when due (subject to Section 7.8(c)(ii) and any other provisions of this MSA governing payment disputes) all undisputed invoices properly submitted under Section 7.8 during the prior six (6) months, ▇▇▇▇▇ Systems shall prepare and submit to Newco for review and approval a proposal pursuant to which ▇▇▇▇▇ Systems would acquire (whether through purchase, assumption of the applicable license or lease, or otherwise) and become fully responsible for the Supported Hardware, the Supported Software and the Managed Contracts from Newco or the applicable Third Party Vendor, including responsibility for the payment, support, maintenance and management thereof. Such proposal will include (i) the reasonable changes (if any) in Service Levels and Service Level Credits that would result from such acquisition, and (ii) reasonable changes, if any, to charges under this MSA to reflect amounts to be paid by ▇▇▇▇▇ Systems and passed through (without markup) to Newco during the remainder of the Term.

(b)                                 Following receipt of a proposal, Newco shall have the opportunity to review the proposal, and, at Newco’s election, to accept, reject, or enter into good faith negotiations with ▇▇▇▇▇ Systems of the terms of the proposal in accordance with the Change Control Process. Upon negotiation of mutually acceptable terms for such acquisition and assumption of responsibility by ▇▇▇▇▇ Systems, the Parties shall prepare and, at Newco’s option, execute a Change Order reflecting such mutually agreed upon terms and the terms of this MSA shall be deemed amended accordingly.

ARTICLE 7

CHARGES AND PAYMENT

7.1                               Charges for Services   Subject to the terms of this MSA, Newco will pay ▇▇▇▇▇ Systems the amounts set forth in Exhibit C for the Services, at the times and according to the terms set forth in that Exhibit and in this Article 7. ▇▇▇▇▇ Systems’ charges for the Base

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Services identified in Attachment C-2 of Exhibit C (“Annual Services Charge”) will be adjusted for incremental charges or credits based on the Resource Baselines established in Attachment C-2 of Exhibit C of this MSA and as otherwise provided in this MSA.

7.2                               Charges for Additional Services   Unless otherwise agreed by the Parties, Newco will pay ▇▇▇▇▇ Systems for Additional Services at the rates set forth in Attachment C-3 to Exhibit C (“Additional Services Rates”), as such rates are adjusted annually pursuant to Section 7.7 of this MSA. Unless otherwise specifically provided in a Change Order, ▇▇▇▇▇ Systems will deliver invoices to Newco in accordance with Section 7.8, for all amounts due and payable, and each such invoice will be due in accordance with Section 7.8 and the other requirements of this MSA. Newco may from time to time reduce the scope or level of Services provided by ▇▇▇▇▇ Systems in accordance with a Change Order, and the fees charged to Newco shall be reduced accordingly to reflect the reduced scope or level of Services.

7.3                               Service Level Credits 

(a)                                  General. If ▇▇▇▇▇ Systems fails to meet the applicable Service Level for a particular Service during steady state operations (i.e., not during a Transition Period with respect to a particular Service), ▇▇▇▇▇ Systems shall incur and provide to Newco performance credits against fees payable hereunder by Newco to ▇▇▇▇▇ Systems as described in Exhibit B and this Section 7.3 (“Service Level Credits”).

(b)                                 Limitation on Credits.

(i)                                     Basis for Credits. ▇▇▇▇▇ Systems will only be obligated to issue Service Level Credits under this Section 7.3 and Exhibit B to the extent the events giving rise to such credits are within its control or otherwise are its responsibility hereunder, provided that to the extent the circumstances giving rise to one or more credits are due to the failure of one or more Third Party Vendors to perform its or their obligations under one or more Managed Contracts, (A) no Service Level Credits will be issued if ▇▇▇▇▇ Systems has pursued the escalation procedures, if any, described in the applicable Managed Contracts and has otherwise used commercially reasonable efforts to cause the applicable Third Party Vendor to perform its obligations and remedy any nonperformance, and (B) upon request by Newco, ▇▇▇▇▇ Systems will assign to Newco any claim for breach it may have against such Third Party Vendor with respect to such circumstances.

(ii)                                  No Default. Except as provided in Section 10.4, the failure to meet individual Service Levels shall not constitute a default by ▇▇▇▇▇ Systems of its obligations under this MSA, shall not create any liability beyond the Service Level Credits due under this Section 7.3 (including but not limited to any liability for damages) and shall not provide Newco the right to terminate this MSA.

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(iii)          Maximum Credits. ▇▇▇▇▇ Systems shall issue Service Level Credits, if applicable, to Newco based on ▇▇▇▇▇ Systems’ failure to meet the Service Levels in the performance of the Services, provided, however, that such Service Level Credits under this MSA shall not exceed in the aggregate more than 10% of the portion of the Annual Services Charge for the applicable calendar month.

(iv)          Earn-Back. If ▇▇▇▇▇ Systems credits Newco with a Service Level Credit and, in each of the next three (3) consecutive months, ▇▇▇▇▇ Systems exceeds the Service Level for the applicable Service, the Service Level Credit will be earned-back.

7.4                               Reimbursable Expenses   Except as provided in a Change Order or this MSA, Newco shall not reimburse ▇▇▇▇▇ Systems for out-of-pocket expenses incurred by PSC Personnel in connection with Services provided under this MSA. If a Change Order provides for reimbursement of out-of-pocket expenses, such reimbursement shall be restricted to the following actual, reasonable and documented out-of-pocket expenses of ▇▇▇▇▇ Systems, without markup, incurred under this MSA or a Change Order:  (i) in connection with ▇▇▇▇▇ Systems’ transportation, lodging and related costs and expenses incurred in compliance with ▇▇▇▇▇ Systems’ then-current standard travel policy, and (ii) such other reimbursable expenses as are specified in this MSA or the applicable Change Order. Whenever a vehicle is rented by ▇▇▇▇▇ Systems under this MSA, such vehicle must be rented from a Newco or one of its Affiliates or Franchisees/Licensees, to the extent that a vehicle of the type (e.g., mid-size, etc.) reasonably requested is available from one of them at the time and at the location reserved by ▇▇▇▇▇ Systems, and the charges for such rental will be comparable to the charges paid by Newco’s largest customers for an equivalent vehicle. ▇▇▇▇▇ Systems shall give Newco at least thirty (30) days prior notice in writing or by e-mail (with confirmation copy by facsimile or mail in accordance with Section 16.2) of any material change in ▇▇▇▇▇ Systems’ standard travel policy after the Effective Date.

7.5                               Retained and Pass-Through Expenses 

(a)                                  Responsibility for Retained Expenses. Except as otherwise agreed by the Parties in writing, Newco shall pay all Retained Expenses directly to the applicable Third Party Vendor. ▇▇▇▇▇ Systems shall have no obligation to become financially or legally responsible for Retained Expenses.

(b)                                 Responsibility for Pass-Through Expenses. Except as otherwise agreed by the Parties in writing, ▇▇▇▇▇ Systems shall pay all Pass-Through Expenses directly to the applicable Third Party Vendor promptly after ▇▇▇▇▇ Systems has reviewed and approved the applicable invoice, provided that with respect to any Retained Expenses that are paid by ▇▇▇▇▇ Systems (with Newco’s prior approval) as an administrative convenience, Newco shall review and approve the applicable invoice before such payment is made.

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(c)                                  Review of Invoices. ▇▇▇▇▇ Systems will review all invoices for Retained Expenses and Pass-Through Expenses to determine whether the charges reflected in such invoices comply in all material respects with the applicable purchase documentation or contract. ▇▇▇▇▇ Systems will use its diligent, commercially reasonable efforts to resolve any discrepancies with the applicable documentation or contract prior to submitting any invoice for Retained Expenses or request for reimbursement of Pass-Through Expenses to Newco. After completing its review, ▇▇▇▇▇ Systems will submit such invoices, together with ▇▇▇▇▇ Systems’ recommendation for payment, nonpayment, or partial payment, to Newco on the twentieth (20^th) day of the month after receipt, for Newco’s review and approval; however, ▇▇▇▇▇ Systems will submit invoices that require payment by Newco earlier than the twentieth (20^th) day of such month at most three (3) Business Days after such invoice is received by ▇▇▇▇▇ Systems, but in any event, as quickly as reasonably practicable. Newco will promptly review and approve, and if approved, pay the invoices submitted to it (or advise ▇▇▇▇▇ Systems’ Account Manager that an invoice is not approved, with an explanation of the reasons for not approving the invoice). ▇▇▇▇▇ Systems shall provide a list of expected monthly invoice payables (e.g., invoices outstanding, but not received), of which ▇▇▇▇▇ Systems has knowledge.

7.6                               Taxes and Tax Planning 

(a)                                  Responsibility. Except as set forth in this Section 7.6, Newco will pay, or reimburse ▇▇▇▇▇ Systems for, all taxes and duties levied in connection with the Services or this MSA.

(i)                                     Sales Taxes and the Like. ▇▇▇▇▇ Systems will pay all sales, use, value-added, consumption and other taxes and duties levied on any goods or services used or consumed by it or the PSC Personnel or any party acting on its or their behalf in providing the Services, except for such taxes relating to Retained Expenses, Pass-Through Expenses or goods or services provided by Third Party Vendors directly to or for the benefit of Newco.

(ii)                                  Property, Income and Payroll Taxes. ▇▇▇▇▇ Systems will pay all (A) real and personal property, ad valorem and similar taxes on real, personal and tangible or intangible property it owns, leases or licenses, (B) franchise and privilege taxes on its business operations, (C) taxes based on its net income or gross receipts, and (D) payroll withholding and similar taxes related to the PSC Personnel (including all Affiliates, or any party acting on its or their behalf).

(b)                                 Cooperation.

(i)                                     Obligation. Each Party will cooperate with the other Party in all reasonable respects to more accurately determine and minimize applicable tax liabilities to the extent legally permissible, including without

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limitation, through working with the other Party to allocate, where appropriate, payments made under this MSA for (i) taxable goods, services and transactions, (ii) non-taxable goods, services, and transactions, and (iii) transactions in which ▇▇▇▇▇ Systems acts solely as a payment agent for Newco in receiving goods or services (including leasing and licensing arrangements) that otherwise are non-taxable or have previously been subjected to tax. ▇▇▇▇▇ Systems’ invoices shall separately state the amounts of any sales and similar taxes it is collecting from Newco on behalf of any governmental agency.

(ii)                                  Certificates. Each party will provide the other Party with resale certificates, information regarding any out-of-state, out-of-province or out-of-country sales or use of equipment, materials, services or sales, or other exemption certificates or information reasonably requested by the other Party. If any new taxes are passed into law that materially adversely affect Newco’s tax liability under this MSA, the Parties will work together to minimize the amount of these taxes.

(iii)                               Response Notification. Each Party will promptly notify the other Party of, and coordinate with the other Party the response to and settlement of, any claim for taxes, including penalties and interest, asserted by applicable taxing authorities for which liability by the other Party is asserted.

(iv)                              Settlement of Claims. Without limiting the foregoing, ▇▇▇▇▇ Systems shall promptly notify Newco of, and coordinate with Newco the response to and settlement of, any claim for taxes, including penalties and interest, asserted by applicable taxing authorities for which Newco is responsible hereunder. With respect to any claim arising out of a form or return signed by Newco or ▇▇▇▇▇ Systems, the Party signing the form shall have the right to elect to control the response to and settlement of the claim, but the other Party shall have all rights to participate in the responses and settlements that are appropriate to its potential responsibilities or liabilities. If either Party believes in good faith that there are sufficient and reasonable grounds upon which to challenge the imposition of any tax for which such Party would be liable under this Section 7.6, and any such challenge may only be made by the other Party, then upon that Party’s request, the other Party will assert such a challenge, provided, however, that the other Party will not be required to challenge any assessment unless requested and authorized by the requesting Party to do so. The requesting party will promptly reimburse the other party for the reasonable accounting and legal fees and other expenses (including penalties and interest) the other party incurs in asserting such a challenge. The requesting party shall be entitled to any tax refunds or rebates granted to the extent such refunds or rebates are for taxes or similar amounts that were paid by the requesting party.

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(v)                                 Tax Protection. Each party agrees to indemnify the other party and hold it harmless from any deficiency for taxes (including penalties and interest) for which the indemnifying party is responsible under this Section 7.6.

7.7                               Pricing Adjustments   The Service Charges under this MSA, including the Annual Services Charge, ARC Rates, RRC Rates and the Additional Services Rates will be reviewed by the Parties annually on the anniversary of the Effective Date, beginning on the second anniversary of the Effective Date. Such charges and rates will be increased by the lesser variance of:  (a) the percentage that the Employment Cost Index for total compensation, private industry workers, not seasonally adjusted, services, business services (“ECI”) for the United States as published by the Bureau of Labor Statistics of the Department of Labor (“BLS”), for the month in which the Effective Date falls for such Contract Year exceeds the ECI for the month in which the Effective Date falls for the previous Contract Year; or (b) [REDACTED] multiplied by the percentage that the Consumer Price Index for All Urban Consumers as published by the BLS (“CPI”) for the month of in which the Effective Date falls for such Contract Year exceeds the CPI for the month in which the Effective Date falls for the previous Contract Year. An example of such computation is provided below. In the event the ECI and CPI decline by [REDACTED] percent ([REDACTED]%) or more during any three-year period, the Parties shall negotiate in good faith an appropriate adjustment to the Service Charges under this MSA that reflects the reduction, if any, in ▇▇▇▇▇ Systems’ costs to provide the Services resulting from such decline. If the BLS stops publishing the ECI or the CPI or substantially changes the content or format thereof, the parties will substitute other mutually acceptable price indices.

Example:

Assumptions:                     2007 is Base Period
Hypothetical August 2007 ECI = 156.3

Hypothetical August 2008 ECI = 161.4

Hypothetical August 2009 ECI = 171.1

Hypothetical August 2007 CPI = 172.6

Hypothetical August 2008 CPI = 177.8

Hypothetical August 2009 CPI = 185.8