103FourthGlobalAmendmentAgreement


Execution Copy


AVISCAR INC.
- and -
BUDGETCAR INC.
- and -
ZIPCAR CANADA INC.
- and -
WTH CAR RENTAL ULC 
as Rental ULC
- and -
WTH FUNDING LIMITED PARTNERSHIP 
as Funding LP
- and -
BNY TRUST COMPANY OF CANADA 
as Indenture Trustee
- and -
BAY STREET FUNDING TRUST 
as Series 2010-1 Note Purchaser
- and -
CANADIAN MASTER TRUST 
as Series 2010-2 Note Purchaser
- and -
AVIS BUDGET CAR RENTAL, LLC
as Parent




 
AVIS BUDGET SECURITIZATION
FOURTH GLOBAL AMENDMENT 



August 21, 2013


FOURTH GLOBAL AMENDMENT


THIS FOURTH GLOBAL AMENDMENT is made as of August 21, 2013.
AMONG:
AVISCAR INC.
– and –
BUDGETCAR INC.
– and –
ZIPCAR CANADA INC.
 
(“Zipcar”)
– and –
WTH FUNDING LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario (“Funding LP”)
– and –
WTH CAR RENTAL ULC, an unlimited liability company formed under the laws of the Province of Alberta (“Rental ULC”)
– and –
BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, in its capacity as Indenture Trustee under the Indenture 
 
(the “Indenture Trustee”)
– and –
MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, in its capacity as trustee of BAY STREET FUNDING TRUST, a trust established under the laws of the Province of Ontario, in its capacity as a Noteholder 
 
(the “Series 2010-1 Noteholder”)
– and –
BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, in its capacity as trustee of CANADIAN MASTER TRUST, a trust established under the laws of the Province of Ontario, in its capacity as a Noteholder 
 
(the “Series 2010-2 Noteholder”) 
– and –
AVIS BUDGET CAR RENTAL, LLC
(the “Parent”)


WHEREAS Rental ULC and the Indenture Trustee are parties to a Trust Indenture dated as of August 26, 2010 (the “Indenture”);
WHEREAS Rental ULC, Funding LP, as administrator, and the Indenture Trustee are parties to a Supplement to the Indenture in respect of Series 2010-1 dated as of August 26, 2010 (the “Series 2010-1 Indenture Supplement”);
WHEREAS Rental ULC, Funding LP, as administrator, and the Indenture Trustee are parties to a Supplement to the Indenture in respect of Series 2010-2 dated as of August 26, 2010 (the “Series 2010-2 Indenture Supplement”);
WHEREAS Rental ULC, Aviscar Inc., Budgetcar Inc., Funding LP and Bay Street Funding Trust are parties to a Note Purchase Agreement dated as of August 26, 2010 (the “Series 2010-1 Note Purchase Agreement”);
WHEREAS Rental ULC, Aviscar Inc., Budgetcar Inc., Funding LP and Canadian Master Trust are parties to a Note Purchase Agreement dated as of August 26, 2010 (the “Series 2010-2 Note Purchase Agreement”);
WHEREAS Rental ULC, Funding LP, as administrator, and the Indenture Trustee are parties to a Supplement to the Indenture in respect of Series 2011-1 dated as of March 17, 2011 (the “Series 2011-1 Indenture Supplement”);
WHEREAS Rental ULC, Funding LP, as administrator, and the Indenture Trustee are parties to a Supplement to the Indenture in respect of Series 2012-1 dated as of December 11, 2012 (the “Series 2012-1 Indenture Supplement”);
WHEREAS Rental ULC, the Administrator and the Indenture Trustee are parties to an Administration Agreement dated as of August 26, 2010 (the “Administration Agreement”);
WHEREAS Rental ULC, Funding LP and the Indenture Trustee are parties to a Master Motor Vehicle Lease Agreement dated as of August 26, 2010 (the “Master Lease Agreement”);
WHEREAS the Parent provided a guarantee to the Indenture Trustee as of August 26, 2010 in respect of the Series 2010-1 Indenture Supplement (the “Series 2010-1 Parent Guarantee”);
WHEREAS the Parent provided a guarantee to the Indenture Trustee as of August 26, 2010 in respect of the Series 2010-2 Indenture Supplement (the “Series 2010-2 Parent Guarantee”);
WHEREAS Funding LP and the Indenture Trustee are parties to a security agreement dated as of August 26, 2010 (the “Funding LP Security Agreement”);
WHEREAS the Parent provided a guarantee to the Indenture Trustee as of March 17, 2011 in respect of the Series 2011-1 Indenture Supplement (the “Series 2011-1 Parent Guarantee”);
WHEREAS the Parent provided a guarantee to the Indenture Trustee as of December 11, 2012 in respect of the Series 2012-1 Indenture Supplement (the “Series 2012-1 Parent Guarantee” and, together with the Series 2010-1 Parent Guarantee, the Series 2010-2 Parent Guarantee and the Series 2011-1 Parent Guarantee, the “Parent Guarantees”);
WHEREAS the parties hereto (together with certain other parties, excluding Zipcar) made certain amendments to the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement (as well as certain other Transaction Documents) pursuant to a Global Amendment made as of February 17, 2011;
WHEREAS the parties hereto (together with certain other parties, excluding Zipcar) made certain amendments to the Series 2010-1 Indenture Supplement, the Series 2010-2 Indenture Supplement, the Series 2010-1 Note Purchase Agreement and the Series 2010-2 Note Purchase Agreement pursuant to a Second Global Amendment made as of August 22, 2011;
WHEREAS the parties hereto (excluding Zipcar) made certain additional amendments to the Indenture, the Series 2010-1 Indenture Supplement, the Series 2010-2 Indenture Supplement, the Series 2011-1 Indenture Supplement, the Series 2010-1 Note Purchase Agreement and the Series 2010-2 Note Purchase Agreement pursuant to a Third Global Amendment made as of November 27, 2012; 
WHEREAS the parties hereto wish to make certain additional amendments to the Indenture, the Series 2010-1 Indenture Supplement, the Series 2010-2 Indenture Supplement, the Series 2011-1 Indenture Supplement, the Series 2012-1 Indenture Supplement, the Administration Agreement, the Series 2010-1 Note Purchase Agreement, the Series 2010-2 Note Purchase Agreement, the Parent Guarantees and the Master Lease Agreement in accordance with Sections 13.1(a)(i), 13.1(b) and 13.2 of the Indenture and Section 5.6(e) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement;  
WHEREAS the applicable Rating Agencies have been provided with prior written notice of the amendments herein provided in accordance with Sections 13.1(a)(i), 13.1(b) and 13.2 of the Indenture and Section 5.6(e) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement; and
WHEREAS the Parent joins as a party hereto for the purpose of amending the Parent Guarantees and for the purpose of providing its consent, confirmation and acknowledgement under Section 2.6 of this Agreement.
NOW THEREFORE in consideration of the foregoing and of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1 
INTERPRETATION
		
	1.1
	Definitions


Terms used herein which are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them in the Indenture unless otherwise defined herein.  In this Amendment: 
“Amendment” means this Fourth Global Amendment; 
“Note Purchase Agreements” means the Series 2010-1 Note Purchase Agreement and the Series 2010-2 Note Purchase Agreement; and
“Supplements” means the Series 2010-1 Indenture Supplement, the Series 2010-2 Indenture Supplement, the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement.
		
	1.2
	Headings


The inclusion of headings in this Amendment is for convenience of reference only and shall not affect the construction or interpretation hereof.
		
	1.3
	References to Articles and Sections


Whenever in this Amendment a particular Article, section or other portion thereof is referred to, unless otherwise indicated, such reference pertains to the particular Article, section or portion thereof contained herein.
		
	1.4
	Governing Law


This Amendment is governed by and shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  Each party hereto irrevocably submits to the jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to this Amendment.  The parties hereto shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum.
ARTICLE 2     
AMENDMENTS
		
	2.1
	Amendments to the Supplements


The Supplements are hereby amended as set forth in this Section 2.1:
		
	(a)
	The definition of “Avis or Budget System Member” in Section 1.1 of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


“Avis or Budget System Member” means a licensee of Avis, Budget or Zipcar or one of the Affiliates of Avis, Budget or Zipcar authorized to operate its own rental vehicle business in Canada under the “Avis”, “Budget” or “Zipcar” name.
		
	(b)
	The definition of “Avis or Budget System Member” in Section 1.1 of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


“Avis or Budget System Member” means a licensee of Avis, Budget or Zipcar or any Affiliate of Avis, Budget or Zipcar.
		
	(c)
	The definition of “Licensee Vehicle Assignment Agreement” in Section 1.1 of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:


“Licensee Vehicle Assignment Agreement” means, where the vendor is Avis, Budget or Zipcar, an agreement to be entered into between Rental ULC and Avis, Budget or Zipcar, as applicable, (or between Rental ULC and Funding LP if Funding LP has first entered into an agreement with Avis, Budget or Zipcar as vendor and Funding LP as purchaser) and where the vendor is an Avis or Budget System Member, an agreement to be entered into between Rental ULC and such Avis or Budget System Member (or between Rental ULC and Funding LP if Funding LP has first entered into an agreement with such Avis or Budget System Member as vendor and Funding LP as purchaser), each agreement in respect of which the Rating Agency Condition has been satisfied.
		
	(d)
	The definition of “Licensee Vehicle Assignment Agreement” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


“Licensee Vehicle Assignment Agreement” means, where the vendor is Avis, Budget or Zipcar, an agreement to be entered into between Rental ULC and Avis, Budget or Zipcar, as applicable, (or between Rental ULC and Funding LP if Funding LP has first entered into an agreement with Avis, Budget or Zipcar as vendor and Funding LP as purchaser) and where the vendor is an Avis or Budget System Member, an agreement to be entered into between Rental ULC and such Avis or Budget System Member (or between Rental ULC and Funding LP if Funding LP has first entered into an agreement with such Avis or Budget System Member as vendor and Funding LP as purchaser).
		
	(e)
	The definition of “Licensee Vehicles” in Section 1.1 of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


“Licensee Vehicles” means any Vehicles owned by (a) Avis or Budget System Members; or (b) Avis, Budget or Zipcar where such Vehicles have been acquired, directly or indirectly, by Avis, Budget or Zipcar from Avis or Budget System Members.
		
	(f)
	The definition of “Licensee Vehicles” in Section 1.1 of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


“Licensee Vehicles” means any Vehicles owned by (a) Avis or Budget System Members; or (b) Avis, Budget or Zipcar where such Vehicles have been acquired, directly or indirectly, by Avis, Budget or Zipcar from Avis or Budget System Members.
		
	(g)
	Section 5.4(b) of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:


In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement, Rental ULC shall (i) buy only Vehicles produced by Manufacturers and only of the Model Year corresponding to the current Purchasing Year or the two Model Years prior to the current Purchasing Year; (ii) buy Vehicles only from (A) Approved Dealers or Manufacturers, or (B) Avis or Budget System Members, Funding LP or Avis, Budget or Zipcar, in each case pursuant to a Licensee Vehicle Assignment Agreement in respect of which the Rating Agency Condition, and any other conditions precedent specified in the Indenture Supplement of any other outstanding Series or Classes of Notes which have not been waived by the requisite Noteholders for such other Series or Class of Notes, have been satisfied and, in the case of Used Vehicles only, (C) any nationally recognized automobile auction company (“Auction Company”) in the United States or Canada that is approved to sell Vehicles for Manufacturers, and (D) any finance company affiliated with a Manufacturer (“Approved Finance Company”); (iii) in the case of Vehicles (other than Used Vehicles), buy from Manufacturers and Approved Dealers only and only against a Manufacturer's invoice; (iv) buy from Avis or Budget System Members or Avis, Budget or Zipcar pursuant to a Licensee Vehicle Assignment Agreement only Vehicles that were new Vehicles when purchased by the relevant licensee or that were Used Vehicles purchased by such licensee from an Auction Company or an Approved Finance Company and that have had no other intermediate owners (except for Avis, Budget or Zipcar or Affiliates of the relevant Avis or Budget System Member) and in respect of which the Manufacturer's invoice of the relevant licensee is delivered; (v) buy Vehicles for a purchase price that is (A) in the case of Program Vehicles that are not Used Vehicles, equal to the Original Book Value, and in the case of Program Vehicles that are Used Vehicles, equal to the depreciated value ascribed to each Vehicle as at the date of such purchase pursuant to the applicable Repurchase Agreement, with a reasonable allowance for age, mileage and damage to such Vehicle, and (B) in the case of Non-Program Vehicles, the fair market value of each Vehicle (which in the case of Vehicles purchased from Avis or Budget System Members or Avis, Budget or Zipcar or pursuant to a Licensee Vehicle Assignment Agreement shall approximate the original cash purchase price paid by the relevant Avis or Budget System Member or Avis, Budget or Zipcar, as applicable, for such Vehicle less depreciation at a rate in accordance with Canadian GAAP but in no event less than 2% per month applied on a straight line basis, with a reasonable allowance for age, mileage and damage to such Vehicle); and (vi) ensure that, subject to Section 2.5 of the Funding/Rental Purchase Agreement, the title to all Vehicles bought for Rental ULC is registered in the name of Rental ULC.  
		
	(h)
	Section 5.4(b) of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement, Rental ULC shall (i) buy only Vehicles produced by Manufacturers and only of the Model Year corresponding to the current Purchasing Year or the two Model Years prior to the current Purchasing Year; (ii) buy Vehicles only from (A) Approved Dealers or Manufacturers, or (B) Avis or Budget System Members, Funding LP or Avis, Budget or Zipcar, in each case, pursuant to a Licensee Vehicle Assignment Agreement in respect of which the Rating Agency Condition, and any other conditions precedent specified in the Indenture Supplement of any other outstanding Series or Classes of Notes which have not been waived by the requisite Noteholders for such other Series or Class of Notes, have been satisfied provided that for any purchase where the aggregate purchase price of the Vehicles subject to such purchase is less than $25,000,000 then the Rating Agency Condition need not be satisfied but 10 Business Days’ prior written notice of such purchase shall have been provided to the Rating Agency and, in the case of Used Vehicles only, (C) any nationally recognized automobile auction company (“Auction Company”) in the United States or Canada that is approved to sell Vehicles for Manufacturers, and (D) any finance company affiliated with a Manufacturer (“Approved Finance Company”); (iii) in the case of Vehicles (other than Used Vehicles), buy from Manufacturers and Approved Dealers only and only against a Manufacturer's invoice; (iv) buy from Avis or Budget System Members or Avis, Budget or Zipcar pursuant to a Licensee Vehicle Assignment Agreement only Vehicles that were new Vehicles when purchased by the relevant licensee or that were Used Vehicles purchased by such licensee from an Auction Company or an Approved Finance Company and that have had no other intermediate owners (except for Avis, Budget or Zipcar or Affiliates of the relevant Avis or Budget System Member) and in respect of which the Manufacturer's invoice of the relevant licensee is delivered; (v) buy Vehicles for a purchase price that is (A) in the case of Program Vehicles that are not Used Vehicles, equal to the Original Book Value, and in the case of Program Vehicles that are Used Vehicles, equal to the depreciated value ascribed to each Vehicle as at the date of such purchase pursuant to the applicable Repurchase Agreement, with a reasonable allowance for age, mileage and damage to such Vehicle, and (B) in the case of Non-Program Vehicles, the fair market value of each Vehicle (which in the case of Vehicles purchased from Avis or Budget System Members or Avis, Budget or Zipcar or pursuant to a Licensee Vehicle Assignment Agreement shall approximate the original cash purchase price paid by the relevant Avis or Budget System Member or Avis, Budget or Zipcar, as applicable, for such Vehicle less depreciation at a rate in accordance with Canadian GAAP but in no event less than 2% per month applied on a straight line basis, with a reasonable allowance for age, mileage and damage to such Vehicle); and (vi) ensure that, subject to Section 2.5 of the Funding/Rental Purchase Agreement, the title to all Vehicles bought for Rental ULC is registered in the name of Rental ULC.  
		
	(i)
	Section 5.4(e) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:


Rental ULC shall notify each Series 2010-1 Noteholder and each Rating Agency forthwith upon learning of the occurrence of any material adverse change in the financial condition or operations of Avis, Budget, Zipcar or Rental ULC or of the occurrence of any Series 2010-1 Early Amortization Event (other than the events described in Section 6.1(d)).  
		
	(j)
	Section 5.4(e) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


Rental ULC shall notify each Series 2010-2 Noteholder and each Rating Agency forthwith upon learning of the occurrence of any material adverse change in the financial condition or operations of Avis, Budget, Zipcar or Rental ULC or of the occurrence of any Series 2010-2 Early Amortization Event (other than the events described in Section 6.1(d)).  
		
	(k)
	The second paragraph of Section 5.4(f) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:


The Administrator will deliver to the Series 2010-1 Noteholders and the Indenture Trustee, within 60 days of the end of each of the first three (3) fiscal quarters of each fiscal period of Avis Budget Car Rental Canada ULC, a copy of the unaudited income and cash flow statements and the unaudited balance sheet of Avis Budget Car Rental Canada ULC (which shall include as a supplemental schedule the unaudited balance sheet and income statement for each of Rental ULC, Funding LP, Avis and Budget (the “Supplemental Schedule”) and shall also include similar supplemental information for Zipcar (the “Supplemental Information”)) as at and for the period then ended and, as soon as available but not later than 120 days after the end of each fiscal period of Avis Budget Car Rental Canada ULC, a copy of the audited income and cash flow statements and the audited balance sheet of Avis Budget Car Rental Canada ULC, including the Supplemental Schedule and Supplemental Information, as at and for the period then ended.
		
	(l)
	The second paragraph of Section 5.4(f) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


The Administrator will deliver to the Series 2010-2 Noteholders and the Indenture Trustee, within 60 days of the end of each of the first three (3) fiscal quarters of each fiscal period of Avis Budget Car Rental Canada ULC, a copy of the unaudited income and cash flow statements and the unaudited balance sheet of Avis Budget Car Rental Canada ULC (which shall include as a supplemental schedule the unaudited balance sheet and income statement for each of Rental ULC, Funding LP, Avis and Budget (the “Supplemental Schedule”) and shall also include similar supplemental information for Zipcar (the “Supplemental Information”)) as at and for the period then ended and, as soon as available but not later than 120 days after the end of each fiscal period of Avis Budget Car Rental Canada ULC, a copy of the audited income and cash flow statements and the audited balance sheet of Avis Budget Car Rental Canada ULC, including the Supplemental Schedule and Supplemental Information, as at and for the period then ended.
		
	(m)
	Section 5.5(b) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement, Rental ULC shall (i) buy only Vehicles produced by Manufacturers and only of the Model Year corresponding to the current Purchasing Year or the two Model Years prior to the current Purchasing Year; (ii) buy Vehicles only from (A) Approved Dealers or Manufacturers, or (B) Avis or Budget System Members, Funding LP or Avis, Budget or Zipcar, in each case pursuant to a Licensee Vehicle Assignment Agreement provided that for any purchase where the aggregate purchase price of the Vehicles subject to such purchase is $25,000,000 or more then each of the conditions precedent in Schedule “C” shall be satisfied and for all other purchases 10 Business Days’ prior written notice of such purchase shall have been provided to each of the Rating Agencies and, in the case of Used Vehicles only, (C) any nationally recognized automobile auction company (“Auction Company”) in the United States or Canada that is approved to sell Vehicles for Manufacturers, and (D) any finance company affiliated with a Manufacturer (“Approved Finance Company”); (iii) in the case of Vehicles (other than Used Vehicles), buy from Manufacturers and Approved Dealers only and only against a Manufacturer's invoice; (iv) buy from Avis or Budget System Members or Avis, Budget or Zipcar pursuant to a Licensee Vehicle Assignment Agreement only Vehicles that were new Vehicles when purchased by the relevant licensee or that were Used Vehicles purchased by such licensee from an Auction Company or an Approved Finance Company and that have had no other intermediate owners (except for Avis, Budget or Zipcar or Affiliates of the relevant Avis or Budget System Member) and in respect of which the Manufacturer's invoice of the relevant licensee is delivered; (v) buy Vehicles for a purchase price that is (A) in the case of Program Vehicles, equal to the depreciated value ascribed to each Vehicle as at the date of such purchase pursuant to the applicable Repurchase Agreement, with a reasonable allowance for age, mileage and damage to such Vehicle, and (B) in the case of Non-Program Vehicles, the fair market value of each Vehicle (which in the case of Vehicles purchased from Avis or Budget System Members or Avis, Budget or Zipcar or pursuant to a Licensee Vehicle Assignment Agreement shall approximate the original cash purchase price paid by the relevant Avis or Budget System Member or Avis, Budget or Zipcar, as applicable, for such Vehicle less depreciation at a rate in accordance with Canadian GAAP but in no event less than 2% per month applied on a straight line basis, with a reasonable allowance for age, mileage and damage to such Vehicle); and (vi) ensure that, subject to Section 2.5 of the Funding/Rental Purchase Agreement, the  title to all Vehicles bought for Rental ULC is registered in the name of Rental ULC.
		
	(n)
	Section 6.1(c) of the Series 2010-1 Indenture Supplement  is hereby removed and replaced with the following:


the inaccuracy when made of a representation or warranty of Rental ULC, Avis, Budget, Zipcar or Funding LP, as applicable, herein or in any other Transaction Document which inaccuracy is reasonably likely to have a Material Adverse Effect in respect of Rental ULC or Funding LP, provided that if such inaccuracy is capable of being remedied, then it shall not constitute a Series 2010-1 Early Amortization Event unless it remains unremedied for five Business Days after receipt of written notice from the Indenture Trustee or a Series 2010-1 Noteholder;
		
	(o)
	Section 6.1(c) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


the inaccuracy when made of a representation or warranty of Rental ULC, Avis, Budget, Zipcar or Funding LP, as applicable, herein or in any other Transaction Document which inaccuracy is reasonably likely to have a Material Adverse Effect in respect of Rental ULC or Funding LP, provided that if such inaccuracy is capable of being remedied, then it shall not constitute a Series 2010-2 Early Amortization Event unless it remains unremedied for five Business Days after receipt of written notice from the Indenture Trustee or a Series 2010-2 Noteholder;
		
	(p)
	Section 6.1(c) of the Series 2011-1 Indenture Supplement is hereby removed and replaced with the following:


the inaccuracy when made of a representation or warranty of Rental ULC, Avis, Budget, Zipcar, or Funding LP, as applicable, herein or in any other Transaction Document which inaccuracy is reasonably likely to have a Material Adverse Effect in respect of Rental ULC or Funding LP, provided that if such inaccuracy is capable of being remedied, then it shall not constitute a Series 2011-1 Early Amortization Event unless it remains unremedied for five Business Days after receipt of written notice from the Indenture Trustee;
		
	(q)
	Section 6.1(c) of the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


the inaccuracy when made of a representation or warranty of Rental ULC, Avis, Budget, Zipcar, or Funding LP, as applicable, herein or in any other Transaction Document which inaccuracy is reasonably likely to have a Material Adverse Effect in respect of Rental ULC or Funding LP, provided that if such inaccuracy is capable of being remedied, then it shall not constitute a Series 2012-1 Early Amortization Event unless it remains unremedied for five Business Days after receipt of written notice from the Indenture Trustee;
		
	(r)
	Section 6.1(d) of the Series 2010-1 Indenture Supplement is hereby removed and replaced with the following:


the occurrence of a material adverse change since the date hereof in the financial condition or operations of Rental ULC, Avis, Budget, Zipcar or Funding LP which, in the opinion of a Series 2010-1 Noteholder, and which opinion has been communicated in writing to Rental ULC, Avis, Budget and Zipcar and the other Series 2010-1 Noteholders, could reasonably be expected to result in Rental ULC, Funding LP, Avis, Budget or Zipcar (i) being unable to satisfy its obligations hereunder or under the other Transaction Documents to which it is party; or (ii) becoming subject to an Insolvency Event;
		
	(s)
	Section 6.1(d) of the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


the occurrence of a material adverse change since the date hereof in the financial condition or operations of Rental ULC, Avis, Budget, Zipcar or Funding LP which, in the opinion of a Series 2010-2 Noteholder, and which opinion has been communicated in writing to Rental ULC, Avis, Budget and Zipcar and the other Series 2010-2 Noteholders, could reasonably be expected to result in Rental ULC, Funding LP, Avis, Budget or Zipcar (i) being unable to satisfy its obligations hereunder or under the other Transaction Documents to which it is party; or (ii) becoming subject to an Insolvency Event;
		
	(t)
	Section 6.1(d) of each of the Series 2011-1 Indenture Supplement and the Series 2012-1 Indenture Supplement is hereby removed and replaced with the following:


Avis, Budget or Zipcar failing to pay when due any obligation (the “underlying obligation”) for a sum certain in excess of $20,000,000 and such failure continuing for three Business Days after (i) written notice to Avis, Budget or Zipcar, as applicable, from the party to whom the underlying obligation is owed if there is no grace period applicable to the underlying obligation; or (ii) the expiry of any grace period applicable to the underlying obligation;  
		
	(u)
	Section 6.1(e) of each of the Series 2010-1 Indenture Supplement and the Series 2010-2 Indenture Supplement is hereby removed and replaced with the following:


Avis, Budget, Zipcar or Funding LP failing to pay when due any obligation (the “underlying obligation”) for a sum certain in excess of $2,000,000 and such failure continuing for three Business Days after (i) written notice to Avis, Budget, Zipcar or Funding LP, as applicable, from the party to whom the underlying obligation is owed if there is no grace period applicable to the underlying obligation; or (ii) the expiry of any grace period applicable to the underlying obligation;
		
	2.2
	Amendments to the Indenture


The Indenture is hereby amended as set forth in this Section 2.2:
		
	(a)
	The definition of “Affiliate” in Section 1.1 of the Indenture is hereby amended by adding a reference to “Zipcar” immediately following the word “Budget, ”.


		
	(b)
	Section 1.1 of the Indenture is hereby amended by adding the following as a new definition:


“Zipcar” means Zipcar Canada Inc., a corporation incorporated under the laws of Canada, and its successors and assigns.
		
	(c)
	Section 10.1(d) of the Indenture is hereby removed and replaced with the following:


the failure by Rental ULC, Funding LP, Avis, Budget, Zipcar or the Parent to observe any covenant herein or in any other Transaction Document (other than as provided for in Sections 10.1(a), (b) or (c)), which failure is reasonably likely to have a Material Adverse Effect in respect of Rental ULC, Funding LP, Avis, Budget, Zipcar or the Parent, provided that if such breach of covenant is capable of being remedied, it shall not constitute an Event of Default unless it remains unremedied for five Business Days after Rental ULC is provided with written notice of such breach;
		
	(d)
	Section 10.1(e) of the Indenture is hereby removed and replaced with the following:


an Insolvency Event occurs with respect to Rental ULC, Funding LP, Avis, Budget, Zipcar or the Parent;
		
	(e)
	Section 14.2 of the Indenture is hereby removed and replaced with the following:


No recourse may be taken, directly or indirectly, with respect to the obligations of Rental ULC for payments of principal of or interest on the Notes against (i) any shareholder (or against any partner of any shareholder) of Rental ULC, except as any such Person may have expressly agreed or (ii) Avis, Budget or Zipcar, either directly or indirectly, as a result of Rental ULC granting the Security Interest in Collateral pursuant to Section 4.1.  No recourse may be taken, directly or indirectly, against Funding LP to collect any Inter-Company Loan made by Rental ULC in compliance with the Transaction Documents.
		
	2.3
	Amendments to the Administration Agreement


The Administration Agreement is hereby amended as set forth in this Section 2.3:    
		
	(a)
	The definition of “General Partner” in Section 1.1 of the Administration Agreement is hereby removed and replaced with the following:


“General Partner” means Avis, Budget or Zipcar, each a general partner of Funding LP.


		
	2.4
	Addition of New Party and Amendments to the Note Purchase Agreements


Zipcar hereby agrees to become party to each of the Note Purchase Agreements and to be bound by the terms thereof as if it were an original signatory thereto.
In addition, the Note Purchase Agreements are hereby amended as set forth in this Section 2.4:
		
	(a)
	Section 2.2(a)(vii) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


each of the representations and warranties of Rental ULC, Funding LP, Avis, Budget, Zipcar, and the Parent under all Transaction Documents shall be true and correct in all material respects as if made on the Increase Date, unless such representation and warranty is made specifically as of another date.
		
	(b)
	Section 4.2(b) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


The Note Purchaser shall not divulge, except to its agents, employees, professional advisors, liquidity providers, trustees, prospective assignees, any Replacement Administrator, the Back-up Administrator, the Liquidation Agent, the Indenture Trustee, the Rating Agencies, or any prospective rating agencies on a need to know basis or as required by law, the confidential business of Avis, Budget, Zipcar, Funding LP or Rental ULC.  Information shall not be confidential for the purposes of this Section 4.2(b) if it becomes generally available to the public from a source other than the Note Purchaser or becomes known to the Note Purchaser from a source other than Avis, Budget, Zipcar, Funding LP or Rental ULC and its representatives provided that such source, so far as is known to the Note Purchaser, is not bound by a contractual or other obligation of confidentiality to Avis, Budget, Zipcar, Funding LP or Rental ULC.
		
	(c)
	Section 4.3(e) in the Series 2010-1 Note Purchase Agreement is hereby removed and replaced with the following:


Each of Avis, Budget and Zipcar covenant and agree that in its capacity as general partner of Funding LP, it will perform, or cause Funding LP to perform, the obligations of Funding LP under the Series 2010-1 Transaction Documents.
		
	(d)
	Section 4.3(e) in the Series 2010-2 Note Purchase Agreement is hereby removed and replaced with the following:


Each of Avis, Budget and Zipcar covenant and agree that in its capacity as general partner of Funding LP, it will perform, or cause Funding LP to perform, the obligations of Funding LP under the Series 2010-2 Transaction Documents.
		
	(e)
	Section 4.3(f) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


Each of Avis, Budget and Zipcar covenant and agree that it shall not enter into any Permitted Vehicle Transaction without the consent of the Note Purchaser, such consent not to be unreasonably withheld.
		
	(f)
	Section 4.3(g) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


In the event that Avis, Budget or Zipcar generates any revenues by renting and leasing Vehicles (other than Rental ULC Vehicles) obtained through a Permitted Vehicle Transaction, each of Avis, Budget and Zipcar covenant and agree to track such revenues and allocate them to their respective businesses accordingly rather than allocating such revenues to the business of Funding LP.
		
	(g)
	Section 5.1 in each of the Note Purchase Agreements is hereby removed and replaced with the following:


Without limiting any other rights which the Note Purchaser may have hereunder or under Applicable Law, each of Avis, Budget and Zipcar hereby agrees to indemnify the Note Purchaser and its trustees, employees, officers, directors, agents and assigns (collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or reasonably incurred by any of the Indemnified Parties arising out of or as a result of a breach or violation of any of the Transaction Documents by Avis, Budget, Zipcar, Funding LP, or Rental ULC, excluding, however, damages, losses, claims, liabilities, costs and expenses resulting from gross negligence or wilful misconduct on the part of the Note Purchaser.  The obligations of Avis, Budget and Zipcar under this Section 5.1 shall survive any termination of any of the Transaction Documents.  Without limiting the generality of the foregoing, but subject to the foregoing exclusion, each of Avis, Budget and Zipcar shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:
(a)    RELIANCE ON ANY REPRESENTATION, WARRANTY OR STATEMENT MADE BY AVIS, BUDGET, ZIPCAR, FUNDING LP, OR RENTAL ULC (OR ANY OF THEIR RESPECTIVE OFFICERS) UNDER, IN OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, ANY OFFICER’S CERTIFICATE OR ANY INFORMATION OR REPORT DELIVERED BY AVIS, BUDGET, ZIPCAR, FUNDING LP, OR RENTAL ULC PURSUANT HERETO OR THERETO, WHICH SHALL HAVE BEEN FALSE, INCORRECT OR INACCURATE IN ANY MATERIAL RESPECT WHEN MADE;
(b)    THE FAILURE BY AVIS, BUDGET, ZIPCAR, FUNDING LP, OR RENTAL ULC TO COMPLY WITH ANY APPLICABLE LAW WITH RESPECT TO ANY RENTAL ULC VEHICLE OR THE NON-CONFORMITY OF ANY VEHICLE RENTAL OR LEASING AGREEMENT OF FUNDING LP, IN CONNECTION WITH ITS VEHICLE RENTAL AND LEASING BUSINESS, WITH ANY APPLICABLE LAW; 
(c)    ANY CLAIM FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE OR PRODUCT LIABILITY WHICH MAY ARISE BY REASON OF, RESULT FROM OR BE CAUSED BY, OR RELATE TO THE USE, OPERATION, MAINTENANCE OR OWNERSHIP OF, RENTAL ULC VEHICLES; AND
(d)    ANY FAILURE OF AVIS, BUDGET, ZIPCAR, FUNDING LP, OR RENTAL ULC TO PERFORM ITS RESPECTIVE COVENANTS OR OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF ANY OF THE TRANSACTION DOCUMENTS.
		
	(h)
	Section 5.3 in each of the Note Purchase Agreements is hereby removed and replaced with the following:


At the request of the Note Purchaser, each of Avis, Budget and Zipcar shall, at its expense, co-operate with the Note Purchaser in any action, suit or proceeding brought by or against the Note Purchaser relating to any of the transactions contemplated by any of the Transaction Documents or any Rental ULC Vehicles (except for an action, suit or proceeding by one of the parties hereto against another party hereto).  In addition, each of Avis, Budget and Zipcar agree to notify the Note Purchaser and the Note Purchaser agrees to notify Avis, Budget and Zipcar, at Avis, Budget and Zipcar’s expense, promptly upon learning of any pending or threatened action, suit or proceeding, if the judgment or expenses of defending such action, suit or proceeding would be covered by Section 5.1 (except for an action, suit or proceeding by one of the parties hereto against another party hereto); provided, however, that if (a) Avis, Budget or Zipcar shall have acknowledged that Section 5.1 would cover any judgment or expenses in any action, suit or proceeding, and (b) in the sole determination of the Note Purchaser, Avis, Budget or Zipcar, as applicable, has the financial ability to satisfy such judgment or expenses, then Avis, Budget and Zipcar shall each have the right, on behalf of the Note Purchaser but at the expense of Avis, Budget and Zipcar, to defend such action, suit or proceeding with counsel selected by Avis, Budget and Zipcar, and shall have sole discretion as to whether to litigate, appeal or enter into an exclusively monetary settlement. 
		
	(i)
	Section 6.1(b) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


None of Rental ULC, Avis, Budget, Zipcar or Funding LP may sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of or subject to any charge, lien, security interest or other encumbrance all or any interest herein except with the consent of the Note Purchaser in its absolute discretion.
		
	(j)
	Section 6.5 in the Series 2010-1 Note Purchase Agreement is hereby amended by adding after part (b) a new part (c) containing the following:


if to Zipcar, addressed to it at:
Zipcar Canada Inc.
 
1 Convair Drive East
 
Etobicoke, ON  M9W 6Z9
Attention:     Controller
 
Fax No.:      (416) 213-8505
with a copy to:
Avis Budget Car Rental, LLC
 
6 Sylvan Way
 
Parsippany, N.J.
 
USA 07054
Attention:     Treasurer 
 
Fax No.:      (973) 496-3560
 
and
Attention:    Legal Department
 
Fax No.:    (973) 496-3444
and a copy to:
Avis Budget Group, Inc. 
 
6 Sylvan Way
 
Parsippany, N.J.
 
USA 07054
Attention:     Treasurer
 
Fax No.:      (973) 496-3560
		
	(k)
	Section 6.5 in the Series 2010-1 Note Purchase Agreement is hereby amended by changing part (a) “if to the Note Purchaser” to part (d), changing part (b) “if to Rental ULC” to part (e) and changing part (c) “if to Funding LP” to part (f).


		
	(l)
	Section 6.5 in the Series 2010-2 Note Purchase Agreement is hereby amended by adding after part (b) a new part (c) containing the following:


if to Zipcar, addressed to it at:
Zipcar Canada Inc.
 
1 Convair Drive East
 
Etobicoke, ON  M9W 6Z9
Attention:     Controller
 
Fax No.:      (416) 213-8505
with a copy to:
Avis Budget Car Rental, LLC
 
6 Sylvan Way
 
Parsippany, N.J.
 
USA 07054
Attention:     Treasurer 
 
Fax No.:      (973) 496-3560
 
and
Attention:    Legal Department
 
Fax No.:    (973) 496-3444
and a copy to:
Avis Budget Group, Inc. 
 
6 Sylvan Way
 
Parsippany, N.J.
 
USA 07054
Attention:     Treasurer
 
Fax No.:      (973) 496-3560
		
	(m)
	Section 6.5 in the Series 2010-2 Note Purchase Agreement is hereby amended by changing part (c) “if to the Note Purchaser” to part (d), changing part (d) “if to Rental ULC” to part (e) and changing part (e) “if to Funding LP” to part (f). 


		
	(n)
	Section 6.8(a) in each of the Note Purchase Agreements is hereby removed and replaced with the following:


Each of Rental ULC, Funding LP, Avis, Budget and Zipcar agrees that it shall not institute against, or join any other Person in instituting against, the Note Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any Insolvency Legislation, until one year and a day after the last maturing commercial paper note issued by the Note Purchaser is paid. 
		
	(o)
	Schedule B to each of the Note Purchase Agreements is hereby amended by adding the words “Zipcar Inc.,” after the words “Aviscar Inc.,” on page 1 of such schedule and by adding the word “Zipcar” after the word “Avis,” on page 2 of such schedule.


		
	2.5
	Amendments to Master Lease Agreement


The Master Lease Agreement is hereby amended as set forth in this Section 2.5: 
		
	(a)
	The definition of “Avis or Budget System Member” in Section 1.1 of the Master Lease Agreement is hereby removed and replaced with the following:


“Avis or Budget System Member” means a licensee of the general partners of Funding LP or one of the Affiliates of the general partners of Funding LP authorized to operate its own rental vehicle business in Canada under the “Avis”, “Budget” or “Zipcar” name.
		
	(b)
	The definition of “Funding LP Business Revenues” in Section 1.1 of the Master Lease Agreement is hereby amended by deleting existing clause (e) and replacing it with the following clauses:


		
	(e)
	charges incurred by customers of Funding LP as a result of the pass through to such customers of: (i) airport concession fees imposed on Funding LP by certain airports in respect of revenues of Funding LP being generated at such airports; and (ii) other concession fees imposed on Funding LP by certain governmental agencies or municipalities in respect of revenues of Funding LP; and


		
	(f)
	fees for driving record/insurance verification, application and membership fees;  damage fees and damage fee waiver fees; cancellation fees; fees or penalties imposed on customers and other fees related to the rental of Leased Vehicles;


		
	(c)
	The definition of “Funding LP Business Vehicle Rental Agreement” in Section 1.1 of the Master Lease Agreement is hereby removed and replaced with the following:


“Funding LP Business Vehicle Rental Agreement” means the agreement pursuant to which a general partner of Funding LP, as agent for an undisclosed principal (namely Funding LP), rents Leased Vehicles to retail, commercial and leisure customers substantially in the form of the agreements used by such general partner for such purposes prior to the date hereof, or in the case of Zipcar, prior to the date that it became a general partner of Funding LP. 
		
	(d)
	Section 9.1(e) of the Master Lease Agreement is hereby removed and replaced with the following:


Avis, Budget, Zipcar, or Funding LP failing to pay when due any obligation (the “underlying obligation”) for a sum certain in excess of $20,000,000 and such failure continuing for three (3) Business Days after (i) written notice to Avis, Budget, Zipcar, or Funding LP, as applicable, from the party to whom the underlying obligation is owed if there is no grace period applicable to the underlying obligation; or (ii) the expiry of any grace period applicable to the underlying obligation; 
		
	2.6
	Amendments to the Parent Guarantees


The Parent hereby consents to:  (a) the addition of Zipcar as a general partner of Funding LP and the amendments made on the date hereof to the Funding LP Partnership Agreement; (b) the addition of Zipcar as a party to the Note Purchase Agreements; and (c) the amendments to the Supplements, the Indenture, the Funding LP Security Agreement, Note Purchase Agreements, Administration Agreement and the Master Lease Agreement effected by this Amendment and the Parent confirms and acknowledges that its obligations under the Parent Guarantees remain in full force and effect, notwithstanding such additions and amendments.
In addition:
		
	(a)
	the Series 2010-1 Parent Guarantee and the Series 2010-2 Parent Guarantee are hereby amended as set forth below:


		
	(i)
	THE WORDS “AND ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN THE DEFINITION OF “SERVICING OBLIGATIONS”, IN BOTH PLACES IN SECTION 11(I) AND IN BOTH PLACES IN SECTION 12(B).


		
	(ii)
	THE WORD “, ZIPCAR” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN EACH PLACE IN SECTION 3, SECTION 4, SECTION 7, SECTION 15 AND SECTION 25.


		
	(iii)
	THE WORDS “OR ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN SECTION 6 AND SECTION 17(B).


		
	(iv)
	THE WORD “, ZIPCAR’S” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR’S” WHERE THE WORD “BUDGETCAR’S” APPEARS IN SECTION 4(A)(IX).


		
	(b)
	(b) the Series 2011-1 Parent Guarantee and the Series 2012-1 Parent Guarantee are hereby amended as set forth below:


		
	(i)
	THE WORDS “AND ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN THE DEFINITION OF “SERVICING OBLIGATIONS”, IN BOTH PLACES IN SECTION 11(H) AND IN BOTH PLACES IN SECTION 12(B).


		
	(ii)
	THE WORD “, ZIPCAR” IS HEREBY ADDED AFTER THE WORD “AVISCAR” WHERE THE WORD “AVISCAR” APPEARS IN EACH PLACE IN SECTION 3 (OTHER THAN PART (A)), SECTION 4, SECTION 7, SECTION 15 AND SECTION 25.


		
	(iii)
	THE WORDS “OR ZIPCAR” ARE HEREBY ADDED AFTER THE WORD “BUDGETCAR” WHERE THE WORD “BUDGETCAR” APPEARS IN SECTION 6 AND SECTION 17(B).


		
	(iv)
	THE WORD “, ZIPCAR’S” IS HEREBY ADDED AFTER THE WORD “BUDGETCAR’S” WHERE THE WORD “BUDGETCAR’S” APPEARS IN SECTION 4(A)(IX).


		
	2.7
	Amendments to the Funding LP Security Agreement


The Funding LP Security Agreement is hereby amended as set forth in this Section 2.7:    
		
	(a)
	The words “Zipcar Canada Inc.,” are hereby added after the words “Budgetcar Inc.,” in both places where the words “Budgetcar Inc.,” appear in Section 4.3(o) of such agreement.


		
	2.8
	Amendments to the Funding LP Partnership Agreement


By their execution of this Amendment, each of the Series 2010-1 Noteholder and the Series 2010-2 Noteholder hereby consents to the amendments made on the date hereof to the Funding LP Partnership Agreement.    
ARTICLE 3     
GENERAL
		
	3.1
	Effective Date


The amendments set forth in this Amendment shall be effective as of the date hereof.
		
	3.2
	Further Assurances


Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as any other party hereto may reasonably require from time to time for the purpose of giving effect to this Amendment and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Amendment.
		
	3.3
	Enurement


This Amendment shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.  
		
	3.4
	Counterparts


This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same document.
[signature pages follow]


IN WITNESS WHEREOF the undersigned have executed this Amendment.
	
				
	 
	 
	AVISCAR INC.

	By:
	/s/ David Calabria

	 
	Name:    David Calabria 
Title:   Assistant Treasurer










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	BUDGETCAR INC.

	By:
	/s/ David B. Wyshner

	 
	Name:    David B. Wyshner 
Title:   Executive Vice President, Chief Financial Officer & Treasurer










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	ZIPCAR CANADA  INC.

	By:
	/s/ David Calabria

	 
	Name:    David Calabria 
Title:   Vice President & Assistant Treasurer










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	WTH CAR RENTAL ULC

	By:
	/s/ David Calabria

	 
	Name:    David Calabria 
Title:   Assistant Treasurer










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	WTH FUNDING LIMITED PARTNERSHIP, in its own capacity and in its capacity as Administrator, by its General Partner, AVISCAR INC.

	By:
	/s/ David Calabria

	 
	Name:    David Calabria 
Title:   Assistant Treasurer










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	BNY TRUST COMPANY OF CANADA, as Indenture Trustee and not in its individual capacity

	By:
	/s/ Patricia Benjamin

	 
	Name:    Patricia Benjamin 
Title:    Authorized Officer










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	BNY TRUST COMPANY OF CANADA, as trustee of CANADIAN MASTER TRUST, by its Securitization Agent, BMO NESBITT BURNS INC.

	By:
	/s/ Terry Ritchie

	 
	Name:    Terry Ritchie 
Title:   Managing Director

	 
	 

	By:
	/s/ Kevin Brown

	 
	Name:    Kevin Brown 
Title:   Director










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	MONTREAL TRUST COMPANY OF CANADA, as trustee of BAY STREET FUNDING TRUST, by its Securitization Agent, SCOTIA CAPITAL INC.

	By:
	/s/ Doug Noe

	 
	Name:    
Title:   










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	AVIS BUDGET CAR RENTAL, LLC

	By:
	/s/ David Calabria

	 
	Name:    David Calabria 
Title:    Vice President & Assistant Treasurer