EX-10.105



 Exhibit 10.105 

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 a Series 2013-1 Note Purchaser 

- and - 
 CANADIAN
MASTER TRUST 
 as a Series 2013-1 Note Purchaser 

-and- 
 PLAZA TRUST

 as a Series 2013-1 Note Purchaser 

- and - 
 AVIS BUDGET
CAR RENTAL, LLC 
 as Parent 
  

 
 AVIS BUDGET SECURITIZATION

 FIFTH GLOBAL AMENDMENT 
  

 
 February 27, 2014 







 FIFTH GLOBAL AMENDMENT 

THIS FIFTH GLOBAL AMENDMENT is made as of February 27, 2014. 

 

			
		
	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 (“Bay Street”)
		
		  	– 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 ( “Master Trust”)
		
		 	– and –
		
		 	CIBC MELLON TRUST COMPANY, a trust company incorporated under the laws of Canada, in its capacity as trustee of PLAZA TRUST, a trust established under the laws of the Province of Ontario, in its capacity as a
Noteholder
		 	(“Plaza Trust” and, together with Bay Street and Master Trust, the “Series 2013-1 Noteholders” and each a “Series 2013-1 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 (as amended prior to the date hereof, the “Indenture”); 
 WHEREAS Funding LP and Rental ULC
are parties to a Purchase Agreement dated as of August 26, 2010 (as amended prior to the date hereof, the “Funding/Rental 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 (as amended prior to the date hereof, 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 (as amended prior to the date hereof, the “Series 2012-1 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 2013-1 dated as of December 6, 2013 (as amended prior to the date hereof, the “Series 2013-1 Indenture Supplement”); 

WHEREAS Rental ULC, Funding LP and the Indenture Trustee are parties to a Master Motor Vehicle Lease Agreement dated as of
August 26, 2010 (as amended prior to the date hereof, the “Master Lease Agreement”); 

  
 - 2 - 








 WHEREAS the Parent provided a guarantee to the Indenture Trustee as of March 17, 2011
in respect of the Series 2011-1 Indenture Supplement (as amended prior to the date hereof, 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 (as amended prior to the date hereof, the “Series 2012-1 Parent Guarantee”) 
 WHEREAS the Parent
provided a guarantee to the Indenture Trustee as of December 6, 2013 in respect of the Series 2013-1 Indenture Supplement (the “Series 2013-1 Parent Guarantee”) and, together with the Series 2011-1 Parent Guarantee and
the Series 2012-1 Parent Guarantee, the “Parent Guarantees”); 
 WHEREAS certain of the parties hereto made
certain amendments to certain Transaction Documents pursuant to a Global Amendment made as of February 17, 2011; 
 WHEREAS
certain of the parties hereto made certain additional amendments to certain Transaction Documents pursuant to a Second Global Amendment made as of August 22, 2011; 

WHEREAS certain of the parties hereto made certain additional amendments to certain Transaction Documents pursuant to a Third Global
Amendment made as of November 27, 2012; 
 WHEREAS certain of the parties hereto made certain additional amendments to certain
Transaction Documents pursuant to a Fourth Global Amendment made as of August 21, 2013; 
 WHEREAS the parties hereto wish to
make certain additional amendments to the Indenture, the Series 2011-1 Indenture Supplement, the Series 2012-1 Indenture Supplement, the Series 2013-1 Indenture Supplement, the Funding/Rental Purchase Agreement 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 the Series 2013-1 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 the Series 2013-1 Indenture Supplement; and 

WHEREAS the Parent joins as a party hereto for the purpose of providing its consent, confirmation and acknowledgement under
Section 2.5 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: 

  
 - 3 - 








 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 Fifth Global Amendment; and 

“Supplements” means the Series 2011-1 Indenture Supplement, the Series 2012-1 Indenture Supplement and the Series 2013-1 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 “Non-Program Vehicle Loss Percentage” in Section 1.1 of the Series 2013-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 


“Non-Program Vehicle Loss Percentage” means a fraction, expressed as a percentage, calculated on
each Settlement Date, equal to: 
  

	 	(a)	 the amount, if any, by which (i) the aggregate Current Book Value (as determined at the time of disposition) of all Non-Program Vehicles that




  
 - 4 - 









	 	
are not Excluded Vehicles disposed of during the three most recently completed Settlement Periods prior to such Settlement Date (or such greater number of Settlement Periods as may be necessary
such that the aggregate Proceeds of Disposition of such Non-Program Vehicles disposed of during such time is not less than $6,000,000); exceeds (ii) the aggregate Proceeds of Disposition of such Non-Program Vehicles; 


divided by 
  

	 	(b)	the amount determined in clause (a)(i) above. 

  

	 	(b)	Section 5.4(b) of the Series 2013-1 Indenture Supplement is hereby amended by: (i) removing the word “and” from the end of part (v) of such subsection; (ii) replacing the “.” at
the end of part (vi) of such subsection with “; and”; and (iii) adding the following as a new part (vii) of such subsection: “(vii) a list of any Rental ULC Vehicles that have been designated by Rental ULC as Excluded
Vehicles pursuant to the terms of Section 5.5(d) during the related Settlement Period.”. 

  

	 	(c)	The first four lines of Section 5.5(b) of the Series 2013-1 Indenture Supplement, ending with the end of part (i) of such Section, are hereby deleted in their entirety and replaced with the following:


 “In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement and other than in
respect of Excluded Vehicles, 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 or, in the case
of box trucks, of the four Model Years prior to the current Purchasing Year;” 
  

	 	(d)	Section 5.5 of the Series 2013-1 Indenture Supplement is hereby amended by adding the following as new parts (c) and (d) of such Section, respectively: 


 

	 	(c)	At the time of acquisition of any Non-Program Vehicle by Rental ULC, Rental ULC may designate such Vehicle as an Excluded Vehicle by written notice to the Indenture Trustee and each Series 2013-1 Noteholder. Rental ULC
shall ensure that (i) at no time will the aggregate Current Book Value of all Excluded Vehicles exceed 5% of the aggregate Current Book Value of all Rental ULC Vehicles at such time, (ii) each Excluded Vehicle is acquired by Rental ULC for
fair market value consideration, and (iii) title to all Excluded Vehicles are, subject to Section 2.5 of the Funding/Rental Purchase Agreement, registered in the name of Rental ULC. For purposes of this Indenture Supplement (other than in
this Section 5.5(c)) all references to “Current Book Value” herein shall be deemed to be $0 for Excluded Vehicles and, for any Vehicle Receivables arising from the sale of Excluded Vehicles by Rental ULC, the value thereof shall also
be deemed to be $0. 

  

	 	(d)	 Rental ULC may also designate other Rental ULC Vehicles as Excluded Vehicles from time to time if (i) no Series 2013-1 Early Amortization




  
 - 5 - 









	 	
Event shall have occurred and be continuing; and (ii) no such designation will, with the giving of notice or lapse of time or both, cause a Series 2013-1 Early Amortization Event to occur.
Once a Vehicle has been designated as an Excluded Vehicle it shall continue to be an Excluded Vehicle and may not subsequently be re-designated otherwise. 

  

	 	(e)	Section 6.1(b) of the Series 2013-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(b)	the breach of any covenant contained in Sections 5.5(a) or 5.5(c), which breach continues for five Business Days after a Settlement Date; 


 

	 	(f)	Section 6.1(m) of the Series 2013-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(m)	if the average of the ratio of: 

  

	 	(i)	the Funding LP Business Revenues (as defined in the Master Lease Agreement) for a Settlement Period to 

  

	 	(ii)	the sum of (x) Rental Revenues for such Settlement Period and (y) Loss on Dispositions calculated in respect of Non-Program Vehicles (other than Excluded Vehicles) for such Settlement Period;


 for (x) three (3) consecutive Settlement Periods is less than 1.35:1 or (y) for 12 consecutive Settlement
Periods is less than 1.6:1. 
  

	 	(g)	The definition of “Non-Program Vehicle Loss Percentage” in Section 1.1 of the Series 2011-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 


“Non-Program Vehicle Loss Percentage” means a fraction, expressed as a percentage, calculated on
each Settlement Date, equal to: 
  

	 	(a)	the amount, if any, by which (i) the aggregate Current Book Value (as determined at the time of disposition) of all Non-Program Vehicles that are not Excluded Vehicles disposed of during the three most recently
completed Settlement Periods prior to such Settlement Date (or such greater number of Settlement Periods as may be necessary such that the aggregate Proceeds of Disposition of such Non-Program Vehicles disposed of during such time is not less than
$6,000,000); exceeds (ii) the aggregate Proceeds of Disposition of such Non-Program Vehicles; 

 divided by 

 

	 	(b)	the amount determined in clause (a)(i) above. 


  
 - 6 - 









	 	(h)	Section 5.3(a) of the Series 2011-1 Indenture Supplement is hereby amended by: (i) removing the word “and” from the end of part (v) of such subsection; (ii) replacing the “.” at
the end of part (vi) of such subsection with “; and”; and (iii) adding the following as a new part (vii) of such subsection: “(vii) a list of any Rental ULC Vehicles that have been designated by Rental ULC as Excluded
Vehicles pursuant to the terms of Section 5.4(d) during the related Settlement Period.”. 

  

	 	(i)	The first four lines of Section 5.4(b) of the Series 2011-1 Indenture Supplement, ending with the end of part (i) of such Section, are hereby deleted in their entirety and replaced with the following:


 “In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement and other than in
respect of Excluded Vehicles, 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 or, in the case
of box trucks, of the four Model Years prior to the current Purchasing Year;” 
  

	 	(j)	Section 5.4 of the Series 2011-1 Indenture Supplement is hereby amended by adding the following as new parts (c) and (d) of such Section, respectively: 


 

	 	(c)	At the time of acquisition of any Non-Program Vehicle by Rental ULC, Rental ULC may designate such Vehicle as an Excluded Vehicle by written notice to the Indenture Trustee. Rental ULC shall ensure that (i) at no
time will the aggregate Current Book Value of all Excluded Vehicles exceed 5% of the aggregate Current Book Value of all Rental ULC Vehicles at such time, (ii) each Excluded Vehicle is acquired by Rental ULC for fair market value consideration,
and (iii) title to all Excluded Vehicles are, subject to Section 2.5 of the Funding/Rental Purchase Agreement, registered in the name of Rental ULC. For purposes of this Indenture Supplement (other than in this Section 5.4(c)) all
references to “Current Book Value” herein shall be deemed to be $0 for Excluded Vehicles and, for any Vehicle Receivables arising from the sale of Excluded Vehicles by Rental ULC, the value thereof shall also be deemed to be $0.


  

	 	(d)	Rental ULC may also designate other Rental ULC Vehicles as Excluded Vehicles from time to time if (i) no Series 2011-1 Early Amortization Event shall have occurred and be continuing; and (ii) no such
designation will, with the giving of notice or lapse of time or both, cause a Series 2011-1 Early Amortization Event to occur. Once a Vehicle has been designated as an Excluded Vehicle it shall continue to be an Excluded Vehicle and may not
subsequently be re-designated otherwise. 

  

	 	(k)	Section 6.1(b) of the Series 2011-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(b)	the breach of any covenant contained in Sections 5.4(a) or 5.4(c), which breach continues for five Business Days after a Settlement Date; 


  
 - 7 - 









	 	(l)	Section 6.1(i) of the Series 2011-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(i)	if the average of the ratio of: 

  

	 	(i)	the Funding LP Business Revenues for a Settlement Period to 

  

	 	(ii)	the sum of (x) Rental Revenues for such Settlement Period and (y) Loss on Dispositions calculated in respect of Non-Program Vehicles (other than Excluded Vehicles) for such Settlement Period;


 for (x) three (3) consecutive Settlement Periods is less than 1.35:1 or (y) for 12 consecutive Settlement
Periods is less than 1.6:1. 
  

	 	(m)	The definition of “Non-Program Vehicle Loss Percentage” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 


“Non-Program Vehicle Loss Percentage” means a fraction, expressed as a percentage, calculated on
each Settlement Date, equal to: 
  

	 	(a)	the amount, if any, by which (i) the aggregate Current Book Value (as determined at the time of disposition) of all Non-Program Vehicles that are not Excluded Vehicles disposed of during the three most recently
completed Settlement Periods prior to such Settlement Date (or such greater number of Settlement Periods as may be necessary such that the aggregate Proceeds of Disposition of such Non-Program Vehicles disposed of during such time is not less than
$6,000,000); exceeds (ii) the aggregate Proceeds of Disposition of such Non-Program Vehicles; 

 divided by 

 

	 	(b)	the amount determined in clause (a)(i) above. 

  

	 	(n)	Section 5.3(a) of the Series 2012-1 Indenture Supplement is hereby amended by: (i) removing the word “and” from the end of part (v) of such subsection; (ii) replacing the “.” at
the end of part (vi) of such subsection with “; and”; and (iii) adding the following as a new part (vii) of such subsection: “(vii) a list of any Rental ULC Vehicles that have been designated by Rental ULC as Excluded
Vehicles pursuant to the terms of Section 5.4(d) during the related Settlement Period.”. 

  

	 	(o)	The first four lines of Section 5.4(b) of the Series 2012-1 Indenture Supplement, ending with the end of part (i) of such Section, are hereby deleted in their entirety and replaced with the following:


 “In buying Vehicles for Rental ULC, other than pursuant to the Funding/Rental Purchase Agreement and other than in
respect of Excluded Vehicles, 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 or, in the case
of box trucks, of the four Model Years prior to the current Purchasing Year;” 

  
 - 8 - 









	 	(p)	Section 5.4 of the Series 2012-1 Indenture Supplement is hereby amended by adding the following as new parts (c) and (d) of such Section, respectively: 


 

	 	(c)	At the time of acquisition of any Non-Program Vehicle by Rental ULC, Rental ULC may designate such Vehicle as an Excluded Vehicle by written notice to the Indenture Trustee. Rental ULC shall ensure that (i) at no
time will the aggregate Current Book Value of all Excluded Vehicles exceed 5% of the aggregate Current Book Value of all Rental ULC Vehicles at such time, (ii) each Excluded Vehicle is acquired by Rental ULC for fair market value consideration,
and (iii) title to all Excluded Vehicles are, subject to Section 2.5 of the Funding/Rental Purchase Agreement, registered in the name of Rental ULC. For purposes of this Indenture Supplement (other than in this Section 5.4(c)) all
references to “Current Book Value” herein shall be deemed to be $0 for Excluded Vehicles and, for any Vehicle Receivables arising from the sale of Excluded Vehicles by Rental ULC, the value thereof shall also be deemed to be $0.


  

	 	(d)	Rental ULC may also designate other Rental ULC Vehicles as Excluded Vehicles from time to time if (i) no Series 2012-1 Early Amortization Event shall have occurred and be continuing; and (ii) no such
designation will, with the giving of notice or lapse of time or both, cause a Series 2012-1 Early Amortization Event to occur. Once a Vehicle has been designated as an Excluded Vehicle it shall continue to be an Excluded Vehicle and may not
subsequently be re-designated otherwise. 

  

	 	(q)	Section 6.1(b) of the Series 2012-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(b)	the breach of any covenant contained in Sections 5.4(a) or 5.4(c), which breach continues for five Business Days after a Settlement Date; 


 

	 	(r)	Section 6.1(i) of the Series 2012-1 Indenture Supplement is hereby deleted in its entirety and replaced with the following: 

  

	 	(i)	if the average of the ratio of: 

  

	 	(i)	the Funding LP Business Revenues for a Settlement Period to 

  

	 	(ii)	the sum of (x) Rental Revenues for such Settlement Period and (y) Loss on Dispositions calculated in respect of Non-Program Vehicles (other than Excluded Vehicles) for such Settlement Period;


 for (x) three (3) consecutive Settlement Periods is less than 1.35:1 or (y) for 12 consecutive Settlement
Periods is less than 1.6:1. 

  
 - 9 - 









	2.2	Amendments to the Indenture 

 The Indenture is hereby amended as set forth in this
Section 2.2: 
  

	 	(a)	The definition of “Aggregate Vehicle Collateral Amount” in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with the following: 


“Aggregate Vehicle Collateral Amount” means, at any time, the sum of (a) the Current Book Value of all Rental ULC
Vehicles at such time (other than Excluded Vehicles and Rental ULC Vehicles in respect of which a Casualty has occurred); plus (b) the amount on deposit in the Master Vehicle Account at such time; plus (c) the aggregate of all Vehicle
Receivables other than Vehicle Receivables which (x) are unpaid more than 90 days past the applicable disposition date, (y) are due from a Manufacturer, an Approved Dealer, auction house or other Person with respect to which a Manufacturer
Event of Bankruptcy has occurred or (z) arise from the sale of Excluded Vehicles by Rental ULC. 
  

	 	(b)	The definition of “Program Vehicle” in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with the following: 


“Program Vehicle” means a Rental ULC Vehicle, other than an Excluded Vehicle or a Used Vehicle, eligible for repurchase under
a Repurchase Agreement and for which the related Manufacturer is not a Non-Performing Manufacturer. 
  

	 	(c)	The definition of “Used Vehicle” in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with the following: 


“Used Vehicle” means a Rental ULC Vehicle which was a used Vehicle on the date it was purchased by Rental ULC and which has
been designated a Model Year by the manufacturer which is no more than two Model Years prior to the Purchasing Year in which such Vehicle was purchased by Rental ULC or, in the case of box trucks purchased by Rental ULC, is no more than four Model
Years prior to the Purchasing Year in which such Vehicle was purchased by Rental ULC; provided that if a Vehicle is purchased by Rental ULC directly or indirectly from an Avis or Budget System Member pursuant to a Licensee Vehicle Assignment
Agreement, then such Vehicle shall not be considered to be a Used Vehicle if such Vehicle was a new Vehicle when initially purchased by such Avis or Budget System Member and so long as such Vehicle is of a Model Year no more than two Model Years
prior to the then current Purchasing Year or, in the case of box trucks, is of a Model Year no more than four Model Years prior to the then current Purchasing Year. 
  

	 	(d)	Section 1.1 of the Indenture is hereby amended by adding the following defined terms in the applicable alphabetical order: 


“box truck” means any truck that has a box attached to its chassis where the box is equal to or greater than ten
(10) feet long; 

  
 - 10 - 








 “Excluded Vehicle” means a Rental ULC Vehicle which, at the time such Vehicle is
acquired by Rental ULC, has been designated in writing to the Indenture Trustee and any other Person as required by an Indenture Supplement as being an “Excluded Vehicle” or is otherwise designated as an Excluded Vehicle by Rental ULC in
accordance with the terms of the Indenture Supplements. 
  

	2.3	Amendments to the Funding/Rental Purchase Agreement 

 The Funding/Rental
Purchase Agreement is hereby amended as set forth in this Section 2.3: 
  

	 	(a)	Section 1.1 of the Funding/Rental Purchase Agreement is hereby amended by adding the following in the applicable alphabetical order: 


“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; 

“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 original 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 either directly or through Avis, Budget
or Zipcar with such Avis or Budget System Member as the original vendor and Funding LP as the ultimate purchaser); 
  

	 	(b)	Section 2.5 of the Funding/Rental Purchase Agreement is hereby amended by adding the following as a new paragraph (g) in such Section: 


(g) To the extent that after the date hereof Funding LP sells additional vehicles to Rental ULC pursuant to the terms of a Licensee Vehicle
Assignment Agreement, the parties agree that the Avis or Budget System Member who sells such vehicles to Funding LP (or to Avis, Budget or Zipcar who subsequently sells the vehicles to Funding LP or Rental ULC) may, on terms set out in the
applicable Licensee Vehicle Assignment Agreement to which Rental ULC is a party and otherwise satisfactory to Rental ULC, continue to hold registered ownership of such vehicles as nominee, custodian and bare trustee for Rental ULC until transfer of
titles to such vehicles to Rental ULC is completed in accordance with the terms of the related Licensee Vehicle Assignment Agreement. Funding LP hereby indemnifies Rental ULC for, from and against any loss, liability, claim or expense arising from
or relating to any vehicles not being registered in the name of Rental ULC on the date of the relevant Licensee Vehicle Assignment Agreement. The covenants contained in this Section 2.5(g) are continuous notwithstanding anything contrary
contained in Section 5.1 of this Agreement or otherwise. 

  
 - 11 - 









	2.4	Amendments to Master Lease Agreement 

 The Master Lease Agreement is hereby amended as
set forth in this Section 2.4: 
  

	 	(a)	Section 2.4 of the Master Lease Agreement is hereby removed and replaced with the following: 


2.4 Nature of Lease 

Rental ULC and Funding LP hereby acknowledge and agree that: (i) this Agreement is intended as an agreement to lease only, (ii) title
to the Leased Vehicles will at all times remain in the name of Rental ULC or, to the extent permitted by Section 2.5 of the Funding/Rental Purchase Agreement, Funding LP or any such other Person as nominee, custodian and bare trustee for the
benefit of Rental ULC, and (iii) Funding LP or any such other Person, if acting in such capacity as nominee, custodian and bare trustee, will have no rights or interest in the related Leased Vehicles whatsoever other than, in the case of
Funding LP, the rights of possession and use as provided herein. 
  

	 	(b)	The definition of “Maximum Term” in Section 1.1 of the Master Lease Agreement is hereby deleted in its entirety and replaced with the following: 


“Maximum Term” means in respect of a Leased Vehicle, (i) that is neither a box truck nor an Excluded
Vehicle, a term of 36 months from the Leased Vehicle Lease Commencement Date in respect of such Leased Vehicle, (ii) that is a box truck (including an Excluded Vehicle that is a box truck), a term of 84 months from the Leased Vehicle Lease
Commencement Date in respect of such Leased Vehicle; and (iii) that is an Excluded Vehicle that is not a box truck, a term of 60 months from the Leased Vehicle Lease Commencement Date in respect of such Leased Vehicle. 

 

	2.5	Consent by Parent 

 The Parent hereby consents to each of the amendments provided for in
this Amendment and the Parent confirms and acknowledges that its obligations under the Parent Guarantees remain in full force and effect, notwithstanding such amendments. 

ARTICLE 3 
 GENERAL

  

	3.1	Effective Date 

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

  
 - 12 - 









	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] 

  
 - 13 - 








 IN WITNESS WHEREOF the undersigned have executed this Amendment. 

 

			
	AVISCAR INC.
		
	By:	 	 /s/ David Calabria

	Name:	 	David Calabria
	Title:	 	Assistant Treasurer


  

			
	BUDGETCAR INC.
		
	By:	 	 /s/ David B. Wyshner

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


  

			
	ZIPCAR CANADA INC.
		
	By:	 	 /s/ David Calabria

	Name:	 	David Calabria
	Title:	 	Vice President and Assistant Treasurer


 Signature Page to Fifth Global Amendment Agreement 







 
			
	WTH CAR RENTAL ULC
		
	By:	 	 /s/ David Calabria

	Name:	 	David Calabria
	Title:	 	Assistant Treasurer


  

			
	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


  

			
	AVIS BUDGET CAR RENTAL, LLC
		
	By:	 	 /s/ David Calabria

	Name:	 	David Calabria
	Title:	 	Assistant Treasurer


 Signature Page to Fifth Global Amendment Agreement 







 
			
	BNY TRUST COMPANY OF CANADA, as trustee of CANADIAN MASTER TRUST, by its Securitization Agent, BMO NESBITT BURNS INC.
		
	By:	 	 /s/ Terry J. Ritchie

	Name:	 	Terry J. Ritchie
	Title:	 	Managing Director
		
	By:	 	 /s/ Kevin Brown

	Name:	 	Kevin Brown
	Title:	 	Director


  

			
	MONTREAL TRUST COMPANY OF CANADA, as trustee of BAY STREET FUNDING TRUST, by its Securitization Agent, SCOTIA CAPITAL INC.
		
	By:	 	 /s/ Douglas Noe

	Name:	 	Douglas Noe
	Title:	 	Managing Director
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA
		
	By:	 	 /s/ Nur Khan

	Name:	 	Nur Khan
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Susan Calder

	Name:	 	Susan Calder
	Title:	 	Authorized Signatory


 Signature Page to Fifth Global Amendment Agreement 







 
			
	BNY TRUST COMPANY OF CANADA, as Indenture Trustee and not in its individual capacity
		
	By:	 	 /s/ J. Steven Broude

	Name:	 	J. Steven Broude
	Title:	 	Authorized Signatory


 Signature Page to Fifth Global Amendment Agreement