EX-10.2



Table of Contents




EXHIBIT 10.2














WTH FUNDING LIMITED PARTNERSHIP

FOURTH AMENDED AND RESTATED LIMITED

PARTNERSHIP AGREEMENT











AVISCAR INC.


- and -


BUDGETCAR INC.


- and -


STARS TRUST


- and -


BAY STREET FUNDING TRUST















 



April 20, 2005



 






 









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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE 1

DEFINITIONS

	 
	 	 	 	 	 	 
	1.1
	 	Definitions 	 	 	2	 
	1.2
	 	Other Rules of Interpretation 	 	 	16	 
	1.3
	 	Strict Performance of Covenants 	 	 	17	 
	1.4
	 	Non-Business Days 	 	 	17	 
	1.5
	 	Governing Law 	 	 	17	 
	1.6
	 	Time of Essence 	 	 	17	 
	1.7
	 	Currency 	 	 	17	 
	1.8
	 	Entire Agreement 	 	 	17	 
	1.9
	 	Schedules 	 	 	18	 
	1.10
	 	Joint and Several Liability 	 	 	18	 
	1.11
	 	One Voice Rule 	 	 	18	 
	1.12
	 	Limited Partners 	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 2

CONTINUANCE OF PARTNERSHIP AND RELATIONSHIP BETWEEN PARTNERS

	 
	 	 	 	 	 	 
	2.1
	 	Continuance 	 	 	18	 
	2.2
	 	Name 	 	 	19	 
	2.3
	 	Business of Partnership 	 	 	19	 
	2.4
	 	Principal Place of Business 	 	 	19	 
	2.5
	 	Fiscal Period 	 	 	19	 
	2.6
	 	Title to Partnership Assets 	 	 	19	 
	2.7
	 	Representation and Warranties of General Partners	 	 	19	 
	2.8
	 	Covenants of General Partners 	 	 	22	 
	2.9
	 	Representations and Warranties of Limited Partners	 	 	23	 
	2.10
	 	Covenants of Limited Partners re Liquidity Agreements	 	 	24	 
	2.11
	 	Limitations of Authority of Limited Partners 	 	 	24	 
	2.12
	 	Power of Attorney 	 	 	24	 
	2.13
	 	Unlimited Liability of General Partners 	 	 	25	 
	2.14
	 	Limited Liability of Limited Partners 	 	 	25	 
	2.15
	 	Other Activities of Limited Partners 	 	 	25	 
	2.16
	 	Compliance with Applicable Laws 	 	 	25	 
	2.17
	 	Additional Covenants of the Limited Partners 	 	 	25	 
	2.18
	 	Survival of Representations, Warranties and Covenants	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE 3

CAPITAL CONTRIBUTIONS, HEDGING AND CAPITAL ACCOUNTS

	 
	 	 	 	 	 	 
	3.1
	 	Initial Capital Contributions 	 	 	26	 
	3.2
	 	Capital Contributions on January  8, 1998 	 	 	26	 
	3.3
	 	Additional Capital Contributions 	 	 	26	 
	3.4
	 	Hedging Transactions 	 	 	28	 
	3.5
	 	Capital Accounts 	 	 	29	 






 









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	3.6
	 	Capital Commitments to Be Ongoing 	 	 	29	 
	3.7
	 	No Interest Payable on Accounts 	 	 	30	 
	3.8
	 	Negative Balance of Capital or in Capital Accounts	 	 	30	 
	3.9
	 	Licensee Vehicles 	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE 4

CASH MANAGEMENT, DISTRIBUTIONS AND INCOME ALLOCATIONS

	 
	 	 	 	 	 	 
	4.1
	 	Estimation Report 	 	 	30	 
	4.2
	 	Payout Report 	 	 	30	 
	4.3
	 	Settlement Report, Estimates and Determinations	 	 	30	 
	4.4
	 	Collections of Rental Revenues 	 	 	31	 
	4.5
	 	Prepayments 	 	 	31	 
	4.6
	 	Rental Account 	 	 	32	 
	4.7
	 	Vehicle Account 	 	 	33	 
	4.8
	 	VAT Account 	 	 	35	 
	4.9
	 	Eligible Investments 	 	 	36	 
	4.10
	 	Periodic Allocation of Net Income 	 	 	36	 
	4.11
	 	Periodic Allocation of Net Loss 	 	 	37	 
	4.12
	 	Fiscal Period Allocation of Net Income or Net Loss	 	 	37	 
	4.13
	 	Allocation of Taxable Income 	 	 	38	 
	4.14
	 	Allocation of Tax Loss 	 	 	38	 
	4.15
	 	Certain Funds to be Held in Trust 	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE 5

BUSINESS AND OPERATIONS OF THE PARTNERSHIP

	 
	 	 	 	 	 	 
	5.1
	 	Authority of the General Partners 	 	 	39	 
	5.2
	 	Powers and Duties of General Partners 	 	 	39	 
	5.3
	 	Restrictions on Operations and Activities 	 	 	42	 
	5.4
	 	Program Negotiation Vehicles 	 	 	42	 
	5.5
	 	Commingling of Partnership Assets 	 	 	43	 
	5.6
	 	Fees of the General Partners 	 	 	44	 
	5.7
	 	Written-Off or Salvage Partnership Vehicles	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE 6

BOOKS AND RECORDS AND PROVISION OF INFORMATION

	 
	 	 	 	 	 	 
	6.1
	 	Books of Account 	 	 	44	 
	6.2
	 	Annual Report and Income Tax Information 	 	 	44	 
	6.3
	 	Fleet Reports 	 	 	45	 
	6.4
	 	Financial Reports of the Partnership 	 	 	45	 
	6.5
	 	Financial Reports of the General Partners and CCRG Canada ULC	 	 	45	 
	6.6
	 	Repurchase Agreements 	 	 	45	 






 









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	ARTICLE 7

PARTNERSHIP GOVERNANCE

	 
	 	 	 	 	 	 
	7.1
	 	Powers Exercisable by the Limited Partners 	 	 	45	 
	7.2
	 	Amendment to Partnership Agreement 	 	 	46	 
	7.3
	 	Assignment of Partnership  Interests 	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE 8

TRIGGER EVENTS AND DURATION OF PARTNERSHIP

	 
	 	 	 	 	 	 
	8.1
	 	Trigger Events 	 	 	46	 
	8.2
	 	Effect of a Trigger Event 	 	 	48	 
	8.3
	 	Additional General Partner 	 	 	49	 
	8.4
	 	Certain Purchase Rights 	 	 	50	 
	8.5
	 	Distribution of Amounts in Accounts Upon Trigger Event	 	 	52	 
	8.6
	 	Negative Balance in Capital Account of General Partners	 	 	54	 
	8.7
	 	Return of Capital 	 	 	54	 
	8.8
	 	Dissolution of Partnership 	 	 	54	 
	8.9
	 	Liquidation of the Partnership's Assets 	 	 	54	 
	8.10
	 	Termination of this Agreement 	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE 9

INDEMNIFICATION

	 
	 	 	 	 	 	 
	9.1
	 	Indemnification by the General Partners 	 	 	54	 
	9.2
	 	Notification of Potential Liability 	 	 	55	 
	9.3
	 	Litigation 	 	 	55	 
	9.4
	 	Tax Indemnity 	 	 	56	 
	9.5
	 	Tax Credit 	 	 	56	 
	9.6
	 	Survival 	 	 	57	 
	9.7
	 	Change in Circumstances 	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE 10

GENERAL

	 
	 	 	 	 	 	 
	10.1
	 	Amendments and Waivers 	 	 	58	 
	10.2
	 	Further Assurances 	 	 	58	 
	10.3
	 	No Waiver; Remedies Cumulative 	 	 	58	 
	10.4
	 	Notices 	 	 	58	 
	10.5
	 	Limited Partner Not a General Partner 	 	 	61	 
	10.6
	 	Limitation of Liability and Capacity 	 	 	61	 
	10.7
	 	Counterparts 	 	 	61	 
	10.8
	 	Binding Effect 	 	 	62	 










 








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WTH FUNDING LIMITED PARTNERSHIP


FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT


THIS AGREEMENT made as of the 20th day of April, 2005.


B E T W E E N:


AVISCAR INC.,

a corporation incorporated under the laws of Canada,


(hereinafter called the “Avis General Partner”),


- and -


BUDGETCAR INC.,

a corporation existing under the laws of Canada,



(hereinafter called the “Budget General Partner”, and collectively with the Avis General Partner,
the “General Partners”),



- and -




BNY TRUST COMPANY OF CANADA,

a trust company incorporated under the laws of Canada and registered to carry on the business of
a trust company in each of the provinces of Canada, in its capacity as trustee of STARS TRUST, a
trust established under the laws of the Province of Ontario,



(hereinafter called the “STARS Limited Partner”),



- and -




MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and
registered to carry on the business of a trust company in each of the provinces in Canada, in its
capacity as trustee of BAY STREET FUNDING TRUST, a trust established under the laws of the
Province of Ontario,



(hereinafter called the “Bay Street Limited Partner”, and collectively with the STARS Limited
Partner, the “Limited Partners”).



WHEREAS
the Avis General
Partner and The
Trust Company of
Bank of Montreal
(predecessor
trustee of STARS
Trust) entered
into a limited
partnership (the
“Partnership”)
under the name
“WTH Funding
Limited
Partnership”
pursuant to a
Limited
Partnership
Agreement dated
June 5, 1997,
as amended by
amending
agreements dated
March 30,
1998, May 31,
1999 and July 7,
2000, as
amended and
restated by an
amended and
restated limited
partnership
agreement dated
November 28,
2001, as further
amended by an
amending
agreement dated
November 26,
2002, as further
amended and
restated by a
second amended
and restated
limited
partnership
agreement dated
August 5,
2003, as amended
by an amending
agreement dated
May 31, 2004,
as further
amended and
restated by a
third amended and
restated limited
partnership
agreement dated
November 30,
2004 (as amended
and restated, the
“Original
Agreement”) to
carry on a
business for
profit; namely,
the ownership and
rental, as
lessor, of
Vehicles on the
terms hereinafter
set forth;



AND
WHEREAS the
General Partners
and the STARS
Limited Partner
have agreed that
Bay Street
Limited Partner
will become an
additional
limited partner
of the
Partnership and
to further amend
and restate the
Original
Agreement on the
terms and
conditions set
out herein;










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NOW
THEREFORE THIS
AGREEMENT
WITNESSES that,
in consideration
of the respective
covenants and
agreements
hereinafter
contained, the
parties hereto
covenant and
agree as follows:








ARTICLE 1

DEFINITIONS










	1.1	  	         Definitions






For all
purposes of this
Agreement, except
as otherwise
expressly
provided herein
or unless the
context otherwise
requires, the
following terms
have the
following
meanings:



“Accumulation Date” means:




	 	(a)	 	in respect of the Series 2003-1 Bonds, March 20, 2006 unless the STARS
Limited Partner and the General Partners agree that they do not wish the
Accumulation Date for the Series 2003-1 Bonds to occur on such date, in which
case the Accumulation Date for the Series 2003-1 Bonds shall be such date after
March 20, 2006 as the STARS Limited Partner and the General Partners designate
in writing as the “Accumulation Date” for the Series 2003-1 Bonds; and

	 
	 	(b)	 	in respect of any other series of Bonds, the date specified as the “Accumulation
Date” in the series supplement to the trust indenture pursuant to which such series
of Bonds is issued;





“Act” means the Limited Partnerships Act (Ontario);



“Additional Amount” has the meaning ascribed thereto in Section 9.7(c);



“Additional General Partner” has the meaning ascribed thereto in Section 8.3(a);



“Affiliate” means, when used with reference to a specified Person, any Person who directly or
indirectly controls or is controlled by or is under common control with the specified Person and
for these purposes “control” means the right to elect a majority of the board of directors of a
Person that is a corporation or the governing authority of a Person that is not a corporation,
whether through the ownership of voting securities or by contract or otherwise;



“Agreement” means this Agreement of limited partnership, including the Schedules hereto, as it
exists at the date hereof and as it may from time to time be supplemented or amended as herein
provided;



“Alternate Rate” means, for the Bay Street Limited Partner and any Remittance Period during which
any Portion of the Bay Street Limited Partner’s Funded Amount is being funded under its Liquidity
Agreement, an interest rate per annum specified as the Alternate Rate in the letter agreement
dated the date hereof between the Avis General Partner and the Bay Street Securitization Agent;



“Amortized Avis Taxable Amount” means, initially, nil and, subsequently, the sum of the amounts
determined pursuant to Subsection 4.13(b)(ii) and part B of Subsection 4.14(b) for
all prior Fiscal Periods until such time (the “Class 16 Date") as such sum is greater than
98% of the Avis Taxable Adjustment at which time the Amortized Avis Taxable Amount shall mean the
Avis Taxable Adjustment;



“Annual Notional Return” in respect of a General Partner, means an amount equal to the sum of the
Notional Returns for each of the Settlement Periods in the related Fiscal Period for such General
Partner;



“Annual Relative Revenue Contribution” for any Fiscal Period and for any General Partner means
the proportion of the sum of Rental Revenues generated through the operations of such General
Partner on behalf of the Partnership for all of the Settlement Periods in the related Fiscal
Period over the total aggregate Rental Revenues for all of the Settlement Periods in the related
Fiscal Period;



“Applicable Law” means all statutes, laws, by-laws, regulations, ordinances, orders and rules and
requirements of government or other public authorities having jurisdiction, and all amendments
thereto, at any time and from time to time in force;









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“Applicable Yield Rate” means for the Bay Street Limited Partner’s Funded Amount and any
Remittance Period, (a) with respect to any Portion of the Bay Street Limited Partner’s Funded
Amount outstanding during such Remittance Period that is funded through the issuance of Notes of
the Bay Street Limited Partner, the Commercial Paper Rate for such Remittance Period, and (b) with
respect to any Portion of Bay Street Limited Partner’s Funded Amount outstanding during such
Remittance Period that is funded under its Liquidity Agreement, the Alternate Rate for such
Remittance Period;



“Approved Dealers” means Vehicle dealers to whom Manufacturers sell new Vehicles for resale;



“Assignment and Assumption Agreement” means the assignment and assumption agreement entered into
by the Avis General Partner and the Partnership on January 8, 1998 pursuant to which the Avis
General Partner sold, assigned and transferred to the Partnership, and the Partnership purchased
from the Avis General Partner, the Purchased Assets (as defined therein);



“Auditors” means Deloitte & Touche, Chartered Accountants or any other national firm of
chartered accountants of recognized standing appointed by the General Partners as auditor for the
Partnership for the time being, whether or not such firm of chartered accountants is regularly
retained by a General Partner;



“Available Aggregate Call Amount” means the aggregate of the Available Call Amounts for each
Limited Partner;



“Available Call Amount” means, in respect of a Limited Partner, the amount by which (a) the
sum of $350,000,000 and the aggregate Principal Amount of Bonds issued by such Limited Partner
outstanding at such time exceeds (b) the balance of the Limited Partner’s Capital Account of
such Limited Partner at such time; provided that on and after the occurrence of a Funding
Termination Event for such Limited Partner, the Available Call Amount for such Limited Partner
shall be deemed to be zero;



“Avis or Budget System Member” means a licensee of the General Partners or one of the Affiliates
of the General Partners authorized to operate its own rental vehicle business in Canada under the
“Avis” or “Budget” name;



“Avis GP Adjustment” has the meaning ascribed thereto in Section 4.13(b);



“Avis Taxable Adjustment” means an amount equal to the aggregate net book value under Canadian
GAAP of the Vehicles owned by the Partnership less the aggregate of the undepreciated capital
cost (as defined in subsection 13(21) of the Income Tax Act (Canada)), determined as if the
Fiscal Period ended on the day immediately preceding the day that Budget became a General Partner
of the Partnership and on the assumption that the maximum capital cost allowance has been
claimed, of each class of Vehicles of the Partnership all as determined on the date immediately
preceding the date that the Budget General Partner became a General Partner of the Partnership;



“Bay Street Securitization Agent” means Scotia Capital Inc.;



“Best” means A.M. Best Company, Inc.;



“BMO” means Bank of Montreal and its successors and assigns;



“Bond Accumulation Amount” means:




	 	(a)	 	in respect of the Series 2003-1 Bonds, the Principal Amount for the Series 2003-1
Bonds divided by 4 or, if the STARS Limited Partner and the General
Partners have designated the Accumulation Date for the Series 2003-1 Bonds to be
a date after March 20, 2006, by such number of Remittance Dates in the period
commencing after such date until and including the Expected Final Payment Date (as
such term is defined in the series supplement to the trust indenture pursuant to
which the Series 2003-1 Bonds are issued); and

	 
	 	(b)	 	in respect of any other series of Bonds with an Accumulation Date, the amount
specified as the “Bond Accumulation Amount” in the series supplement to the trust
indenture pursuant to which such series of Bonds is issued;











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“Bond Interest Amount” means, (a) in respect of each series of Bonds with an Accumulation
Date and which are outstanding during a Remittance Period, the amount of accrued and unpaid
interest outstanding on such series of Bonds in respect of such Remittance Period, provided that
if the next occurring Interest Payment Date is in the immediately following Remittance Period,
the “Bond Interest Amount” for such series of Bonds shall be equal to the amount of the accrued
and unpaid interest on such series of Bonds for such Remittance Period less the Interest Earned
Amount for such series of Bonds for the period since the previously occurring Interest Payment
Date or in the case of the first Interest Payment Date for such series of Bonds, for the period
since the date of issue of such series of Bonds and (b) in respect of each series of Bonds
with a Controlled Amortization Date and which are outstanding during a Remittance Period, the
amount of accrued and unpaid interest outstanding on such series of Bonds in respect of such
Remittance Period;



“Bond Interest Earned Amount” means, in respect of each series of Bonds, the aggregate net
investment income (net of investment losses) earned by the relevant Limited Partner on the
aggregate Bond Payment Amount for such series of Bonds received by it pursuant to Section 4.7(b)(iv)
after the Accumulation Date for such series of Bonds;



“Bond Outstanding Amount” means, in respect of each series of Bonds, the amount obtained when the
aggregate amounts paid to the relevant Limited Partner pursuant to Section 4.7(b)(iv) in
respect of the Bond Payment Amount for such series of Bonds is subtracted from the Principal
Amount for such series of Bonds;



“Bond Payment Amount” means, (a) in respect of each series of Bonds with an Accumulation
Date, (i) on any Remittance Date other than the Expected Final Payment Date for such series
of Bonds an amount equal to the sum of the Bond Accumulation Amount for such series of Bonds for
such Remittance Date plus any existing Deficit Bond Accumulation Amount for such series of Bonds,
and (ii) on the Remittance Date occurring on the Expected Final Payment Date for such series
of Bonds, the amount referred to in (i) above less the Bond Interest Earned Amount for such
series of Bonds and (b) in respect of each series of Bonds with a Controlled Amortization
Date, the aggregate of the Controlled Amortization Amount for such series of Bonds and any
existing Deficit Controlled Amortization Amount for such series of Bonds for each Remittance Date
after such Controlled Amortization Date;



“Bonds” means any series of bonds (which, for greater certainty, shall not include Notes or
funding under a Liquidity Agreement) issued by a Limited Partner to fund portions of such Limited
Partner’s capital contributions from time to time;



“Business Day” means any day other than a Saturday, a Sunday and a day when chartered banks are
not open for business in Toronto, Ontario;



“Canadian GAAP” means Canadian generally accepted accounting principles applicable to the
undertaking of the Partnership or the General Partners, as the case may be, applied on a basis
consistent with prior periods;



“Capital Accounts” means, collectively, the General Partner’s Capital Account for each General
Partner and the Limited Partner’s Capital Account for each Limited Partner;



“Capital Call” has the meaning ascribed thereto in Section 3.3(a);



“Capital Call Notice” has the meaning ascribed thereto in Section 3.3(a);



“Chrysler” means DaimlerChrysler Canada Ltd. and its Canadian Affiliates;



“Class 16 Date” has the meaning ascribed thereto in the definition of Amortized Avis Taxable
Amount;



“Commercial Paper Rate” means, for the Bay Street Limited Partner and any Remittance Period
during which any Portion of the Bay Street Limited Partner’s Funded Amount is being funded with
the proceeds of Notes of the Bay Street Limited Partner, the rate per annum (expressed as a
percentage and an interest yield equivalent and calculated on the basis of a 365-day year and the
actual days elapsed) equal to the weighted average of the interest rates or discount rates
(converted to interest bearing equivalent rates per annum) paid or payable by the Bay Street
Limited Partner in respect of Notes of the Bay Street Limited Partner outstanding during such
Remittance Period that are allocated, in whole or in part, by the Bay Street Limited Partner to
fund or maintain such Portion of the Bay Street Limited Partner’s Funded Amount during such









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Remittance Period, in each case, rounded to the nearest one hundredth of one percent (with 0.005 per
cent being rounded upward), as determined by the Bay Street Limited Partner and reported
to the Avis General Partner;



“Contract” means any agreement, indenture, contract, lease, deed of trust, licence, option,
instrument or other commitment whether written or oral;



“Controlled Amortization Amount” means, in respect of any series of Bonds with a Controlled
Amortization Date, the amount specified as the “Controlled Amortization Amount” in the series
supplement to the trust indenture pursuant to which such series of Bonds is issued;



“Controlled Amortization Date” means, in respect of any series of Bonds with a Controlled
Amortization Date, the date specified as the “Controlled Amortization Date” in the series
supplement to the trust indenture pursuant to which such series of Bonds is issued;



“Current Book Value” means, in respect of a Partnership Vehicle at any time, its Original
Book Value less accumulated Depreciation at such time;



“DBRS” means Dominion Bond Rating Service Limited;



“Declaration” means the declaration of partnership filed and recorded in respect of the
Partnership pursuant to the Act;



“Deficit Bond Accumulation Amount” means, in respect of each series of Bonds with an Accumulation
Date, (a) on the first Remittance Date after the Accumulation Date for such series of Bonds,
the excess, if any, of the Bond Accumulation Amount for such series of Bonds payable on such
Remittance Date over the amount paid to the relevant Limited Partner pursuant to Section 4.7(b)(iv)
on such Remittance Date in respect of such series of Bonds, and (b) on each
subsequent Remittance Date after the Accumulation Date for such series of Bonds, the excess, if
any, of the Bond Accumulation Amount for such series of Bonds payable on such Remittance Date
plus any then existing Deficit Bond Accumulation Amount for such series of Bonds, over the amount
paid to the relevant Limited Partner pursuant to Section 4.7(b)(iv) on such Remittance Date
in respect of such series of Bonds;



“Deficit Controlled Amortization Amount” means, in respect of each series of Bonds with a
Controlled Amortization Date, (a) on the first Remittance Date after the Controlled
Amortization Date for such series of Bonds, the excess, if any, of the Controlled Amortization
Amount for such series of Bonds payable on such Remittance Date over the amount paid to the
relevant Limited Partner pursuant to Section 4.7(b)(iv) on such Remittance Date in respect of
such series of Bonds, and (b) on each subsequent Remittance Date after the Controlled
Amortization Date for such series of Bonds, the excess, if any, of the Controlled Amortization
Amount for such series of Bonds payable on such Remittance Date plus any then existing Deficit
Controlled Amortization Amount for such series of Bonds, over the amount paid to the relevant
Limited Partner pursuant to Section 4.7(b)(iv) on such Remittance Date in respect of such
series of Bonds;



“Depreciation” means, when used in reference to a Partnership Program Vehicle, the daily
depreciation charge set forth by an Eligible Manufacturer in the applicable Repurchase Agreement,
and, when used in reference to a Partnership Non-program Vehicle, depreciation at a rate to be
determined from time to time by the General Partners in accordance with Canadian GAAP but in no
event less than 2% per month applied on a straight line basis to the Original Book Value of
such Partnership Non-program Vehicle;



“Designated Representative” has the meaning ascribed thereto in Section 1.11;



“Dollar” or “$”, in respect of all amounts referred to in this Agreement, unless otherwise
expressly stated, shall mean Canadian dollars;



“Eligible Institution” means a depositary institution which at all times (a) has either (i) a
long-term unsecured debt rating of at least AA (low) or an equivalent rating from the
Rating Agency or an equivalent rating from Moody’s and S&P or such lower rating as the Rating
Agency may approve or (ii) a short-term rating of at least R-1 (middle) or an equivalent
rating from the Rating Agency, or a rating of P-1 from Moody’s and A-1+ from S&P or such lower
rating as the Rating Agency may approve, or (b) has its









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obligations with respect to the
relevant matter guaranteed by an institution with either of the ratings referred to in (a)(i) or
(ii);



“Eligible Investments” means book-based securities, negotiable instruments or securities maturing
not later than the Business Day preceding the next succeeding Remittance Date after such date
represented by instruments in bearer or registered form which evidence any of:




	 	(a)	 	direct obligations of, or obligations fully guaranteed as to the timely payment of
principal and interest by, the Government of Canada;

	 
	 	(b)	 	direct obligations of, or obligations fully guaranteed as to the timely payment of
principal and interest by, the government of a province of Canada;

	 
	 	(c)	 	direct obligations of, or obligations fully guaranteed as to the timely payment of
principal and interest by banks or trust companies chartered or licensed under the
laws of Canada or any province thereof which bank or trust company has a short-term
debt rating of at least R-1 (middle) or an equivalent rating from the Rating
Agency, or a rating of P-1 from Moody’s and A-1+ from S&P;

	 
	 	(d)	 	commercial paper and any other securities having, at the time of the investment or
contractual commitment to invest therein, a rating of at least R-1 (middle) or
an equivalent rating from the Rating Agency, or a rating of P-1 from Moody’s and
A-1+ from S&P;

	 
	 	(e)	 	notes issued and bankers’ acceptances accepted by, overnight repurchase agreements
with and call loans to, any bank or trust company referred to in (c) above;

	 
	 	(f)	 	term deposits with an entity, the short-term debt or deposits of which have a
rating of at least R-1 (middle) or an equivalent rating from the Rating Agency,
or a rating of P-1 from Moody’s and A-1+ from S&P; and

	 
	 	(g)	 	any other class of investments approved in writing by the Rating Agency (other
than those set out in (a) to (f) above),





provided, however, that the aggregate amount of Eligible Investments that may be represented by
the securities of any single issuer (other than obligations of or fully guaranteed by the
Government of Canada) shall not exceed the greater of (i) $1,000,000 and (ii) 10% of
total Eligible Investments. For greater certainty, if otherwise qualified in accordance with the
foregoing clauses of this definition, securities of a Limited Partner, a Securitization Agent,
Bank of Montreal, The Bank of Nova Scotia and any Affiliate of the foregoing are Eligible
Investments;



“Eligible Manufacturer” means any of Chrysler, Ford or GM or any additional Manufacturer approved
in writing from time to time by each Securitization Agent and the Rating Agency (a) whose
unsecured long-term debt is rated BBB or its equivalent or higher by two or more of the Rating
Agency, S&P and Moody’s, or (b) if its unsecured long-term debt is not so rated, where a
General Partner has at its own expense obtained credit enhancement satisfactory in form, source
and amount to each Securitization Agent and the Rating Agency in respect of the credit exposure
to the Partnership represented by Repurchase Agreements with that Manufacturer;



“Estimation Date” means, the first day of each Settlement Period, provided that if such day is
not a Business Day, the Estimation Date shall occur as the next Business Day;



“Estimation Report” means a monthly report provided by the General Partners to each Limited
Partner substantially in the form of Schedule A;



“Estimation Reserve” means, in respect of any Settlement Period, an amount equal to 10% of the
sum of estimated Depreciation, Net Loss on Dispositions and Funding Required Amount contained in
the Estimation Report for such Settlement Period; provided, however, that Estimation Reserve
shall never be less than zero, and, provided, further, that if for any three out of 12
consecutive Settlement Periods the Estimation Test exceeds zero, then thereafter the Estimation
Reserve shall be equal to the product of (a) the greater of









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(i) 10% and (ii) 150% of the largest Estimation Test in the preceding 12 months and (b) the sum of estimated
Depreciation, Net Loss on Dispositions and Funding Required Amount contained in the Estimation
Report for such Settlement Period;



“Estimation Test” means, in respect of any Settlement Period, the result (expressed as a
percentage) of the following calculation (but never less than zero):




([DS 
+  LDS  – GDS]  –  A)  ÷  A,



where:




A equals (DE  +  NLDE);




DE means the estimated Depreciation contained in the Estimation Report for such
Settlement Period;




NLDE means the aggregate estimated Net Loss on Dispositions contained in the
Estimation Report for such Settlement Period;




DS means Depreciation within such Settlement Period;




LDS means Loss on Dispositions within such Settlement Period; and




GDS means Gain on Dispositions within such Settlement Period;



“ETA” means Excise Tax Act (Canada);



“Excluded Capital” means, in respect of a General Partner at any time, the aggregate of (a) all
capital contributions made or deemed to be made by such General Partner pursuant to Section 3.3(g)
prior to such time and (b) all amounts paid by the Partnership prior to such time
in respect of transfer fees, license fees, registration fees or other similar government fees or
charges and transfer Taxes (other than VAT) in connection with the transfer of the relevant
assets pursuant to a Licensee Vehicle Assignment Agreement where the vendor thereunder is a
General Partner;



“Expenses” means the aggregate of all costs and expenses of the Partnership, including:




	 	(a)	 	all Organizational Expenses and expenses incurred to maintain the registrations or
qualifications of the Partnership under Applicable Law or to obtain or maintain
exemptions under such laws;

	 
	 	(b)	 	all applicable Taxes;

	 
	 	(c)	 	all costs and expenses of, or incidental to, the preparation and dispatch to
Partners of all cheques, reports, circulars, financial statements, forms and
notices, and any other documents which in the opinion of the General Partners,
acting reasonably, are necessary or desirable in connection with the business and
administration of the Partnership;

	 
	 	(d)	 	all costs and expenses incidental to the preparation of amendments to this
Agreement as referred to in Section 7.2;

	 
	 	(e)	 	any costs and expenses of litigation involving the Partnership and the amount of
any judgment or settlement paid in connection therewith, excluding, however, the
costs and expenses of litigation, judgment or settlement in which the conduct of any
General Partner is found to have violated the standard of conduct required by Section 5.2,
the costs and expenses of such litigation, judgment or settlement being
for the personal account of the General Partners;

	 
	 	(f)	 	reasonable audit fees of the Partnership; and

	 
	 	(g)	 	any other costs and expenses in connection with the administration of the
Partnership that may be authorized by this Agreement;





“Fiscal Period” means the fiscal period of the Partnership as determined in accordance with
Section 2.5;



“Fleet Report” means a report concerning the Partnership Vehicles substantially in the form
of Schedule B;









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“Ford” means Ford Motor Company of Canada, Limited and its Canadian Affiliates;



“Fuel Revenues” means all monetary receipts (other than sales, value added and other similar
Taxes collected on behalf of a governmental authority) from the sale of fuel to customers and by
customers choosing the prepaid gas option, all in connection with the rental by such customer of
a Partnership Vehicle;



“Funded Amounts” means, collectively, the General Partner’s Funded Amount for each General
Partner and the Limited Partner’s Funded Amount for each Limited Partner;



“Funding Discount Amount” means, in respect of a Remittance Date and the related Remittance
Period:




	 	(a)	 	in respect of the STARS Limited Partner:






	 	(i)	 	the product of:






	 	(A)	 	the sum of:






	 	(I)	 	the weighted average amount of the STARS Limited Partner’s
Funded Amount (excluding any amounts funded through the issuance
of Bonds) that was outstanding during such Remittance Period; 
and

	 
	 	(II)	 	the excess, if any of (i) the STARS Limited Partner’s
Funding Discount Amount for the preceding Remittance Date over
(ii) the amount that was actually distributed to the STARS
Limited Partner in respect of such Funding Discount Amount on
such preceding Remittance Date;






	 	(B)	 	the weighted average discount rate or interest rate at which such
Notes were issued, plus the Program Fee Rate; and

	 
	 	(C)	 	the ratio obtained by dividing the number of days in such Remittance
Period by 365; and






	 	(ii)	 	any amounts paid or payable by the STARS Limited Partner during or in
respect of such Remittance Period pursuant to any Hedging Transaction in
respect of such Notes less any amount paid to or owing to the STARS Limited
Partner during such Remittance Period pursuant to any Hedging Transaction in
respect of such Notes; and






	 	(b)	 	in respect of the Bay Street Limited Partner, the sum of the following amounts:






	 	(i)	 	for each Portion of the Bay Street Limited Partner’s Funded Amount funded
through the issuance of Notes during such Remittance Period, the product of:






	 	(A)	 	the sum of:






	 	(I)	 	the weighted average amount of such Portion of the Bay Street
Limited Partner’s Funded Amount that was outstanding during such
Remittance Period; and

	 
	 	(II)	 	the excess, if any of (i) the Bay Street Limited Partner’s
Funding Discount Amount for such Portion of the Bay Street
Limited Partner’s Funded Amount and the preceding Remittance Date
over (ii) the amount that was actually distributed to the Bay
Street Limited Partner in respect of such Funding Discount Amount
on such preceding Remittance Date;






	 	(B)	 	the Applicable Yield Rate plus the Program Fee Rate for such Portion
of the Bay Street Limited Partner’s Funded Amount and such Remittance
Period; and











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	 	(C)	 	the ratio obtained by dividing the number of days in such Remittance
Period by 365; and






	 	(ii)	 	for each Portion of the Bay Street Limited Partner’s Funded Amount funded
under its Liquidity Agreement, the product of:






	 	(A)	 	the sum of:






	 	(I)	 	the weighted average amount of such Portion of the Bay Street
Limited Partner’s Funded Amount that was outstanding during such
Remittance Period; and

	 
	 	(II)	 	the excess, if any of (i) the Bay Street Limited Partner’s
Funding Discount Amount for such Portion of the Bay Street
Limited Partner’s Funded Amount and the preceding Remittance Date
over (ii) the amount that was actually distributed to the Bay
Street Limited Partner in respect of such Funding Discount Amount
on such preceding Remittance Date;






	 	(B)	 	the Applicable Yield Rate plus the Program Fee Rate for such Portion
of the Bay Street Limited Partner’s Funded Amount and such Remittance
Period; and

	 
	 	(C)	 	the ratio obtained by dividing the number of days in such Remittance
Period by 365; and






	 	(iii)	 	any amounts paid or payable by the Bay Street Limited Partner during or in
respect of such Remittance Period pursuant to any Hedging Transaction in
respect of the Limited Partner’s Funded Amount of the Bay Street Limited
Partner less any amount paid to or owing to the Bay Street Limited Partner
during such Remittance Period pursuant to any Hedging Transaction in respect
of the Limited Partner’s Funded Amount of the Bay Street Limited Partner;





“Funding Required Amount” means, in respect of a Remittance Period or a Settlement Period, the
aggregate Funding Discount Amount for all Notes or funding under the Liquidity Agreements
outstanding during such period and the aggregate accrued interest on all series of Bonds
outstanding during such period;



“Funding Termination Event” means, in respect of a Limited Partner, the occurrence of (a) the
Normal Course Termination Date for such Limited Partner, (b) a Liquidity Event in respect of
such Limited Partner, (c) the breach of the covenant contained in subsection 5.2(i) which
breach continues for five Business Days after a Settlement Date and provided that within 30 days
of the occurrence of such breach the General Partners at their own expense have obtained for
the benefit of the Partnership credit enhancement that is not satisfactory in form, source and
amount to the Securitization Agent for such Limited Partner and such Securitization Agent has
provided notice of such determination to the General Partners and the other Limited Partner, or
(d) a material adverse change since the date hereof in the financial condition or operations
of a General Partner or the Partnership which, in the opinion of the Securitization Agent for
such Limited Partner, after consultation with the Rating Agency and which opinion has been
communicated in writing to the General Partners and the Limited Partners, could reasonably be
expected to result in a General Partner being unable to satisfy its obligations hereunder,
becoming a bankrupt, or seeking the protection of Insolvency Legislation;



“Gain on Dispositions” means, for any period, the amount, if any, by which Proceeds of
Disposition received by the Partnership in such period exceed the Current Book Value of the
subject Vehicles;



“General Motors” means General Motors of Canada Limited and its Canadian Affiliates;



“General Partner’s Capital Account” and “General Partners’ Capital Accounts” have the meanings
ascribed thereto in Section 3.5(b);









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“General Partners’ Capital Commitment” has the meaning ascribed thereto in Section 3.3(e);



“General Partner’s Funded Amount” means, in respect of the Avis General Partner or the Budget
General Partner, as applicable, at any time, the General Partner’s Capital Account for such
General Partner at such time (calculated on the assumption that all Net Income of the Partnership
up to such time has been allocated to the Partners at such time), minus the Excluded Capital for
such General Partner at such time, minus the amount of any capital contributed by such General
Partner pursuant to Section 4.8 prior to such time;



“Gross-Up” has the meaning ascribed thereto in Section 9.5;



“Grossed-Up Payment” has the meaning ascribed thereto in Section 9.5;



“GP Financial Statements” means the balance sheet of the Avis General Partner as at December 31,
2004 and the statements of income, retained earnings and sources and application of funds for
the Avis General Partner for the period beginning January 1, 2004 and ending December 31,
2004;



“GP Losses” for any Settlement Period means the aggregate of the losses allocated pursuant to
subparagraphs 4.11(a)(i) and (ii) for such Settlement Period;



“GST” means all amounts payable pursuant to Section 165(1) of the ETA;



“HST” means all amounts payable pursuant to Section 165(2) of the ETA;



“Hedge Counterparty” means a counterparty under a Hedging Transaction;



“Hedge Payables” means all net amounts, other than Hedge Unwinding Costs, payable by the
Partnership under Hedging Transactions to Hedge Counterparties;



“Hedge Receipts” means all net amounts paid to the Partnership under Hedging Transactions,
including amounts as a result of the termination of all or a portion of a Hedging Transaction;



“Hedge Unwinding Costs” means any net amounts required to be paid by the Partnership, including
any unwinding costs, as a result of the termination of all or a portion of a Hedging Transaction;



“Hedging Transaction” means any rate swap transaction, basis swap, forward rate transaction,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option,
letter of credit or any other hedging transaction (including any option with respect to any of
these transactions) or any combination of such transactions;



“Indemnified Amounts” has the meaning described thereto in Section 9.1;



“Indemnified Parties” has the meaning ascribed thereto in Section 9.1;



“Insolvency Legislation” means the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada) and any other Applicable Law under which indebtedness may be
compromised;



“Interest Earned Amount” means, in respect of a series of Bonds for any period, the aggregate net
investment income (net of any investment losses) earned during such period by the relevant
Limited Partner in respect of any Bond Interest Amount for such series of Bonds paid to such
Limited Partner pursuant to Section 4.6(c)(ii);



“Interest Funding Account” means, in respect of each series of Bonds, an account established in
the name of the Limited Partner issuing such Bonds at the Eligible Institution determined by such
Limited Partner, which account will be separate and segregated from the other assets of such
Limited Partner, shall bear interest and which shall be designated as the “Interest Funding
Account” for such series of Bonds;



“Interest Payment Date” means, in respect of each series of Bonds, each date specified as an
“Interest Payment Date” in the series supplement to the trust indenture pursuant to which such
series of Bonds is issued;









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“Licensee Vehicle Assignment Agreement” means, where the vendor is a General Partner, an
agreement to be entered into between the Partnership and such General Partner in the form set out
in Schedule J with such modifications as may be approved in writing by the Rating Agency, and
where the vendor is an Avis or Budget System Member, an agreement to be entered into between the
Partnership and such Avis or Budget System Member in the form set out in Schedule K, with
such modifications as may be approved by the Rating Agency;



“Licensee Vehicles” means any Vehicles owned by (a) Avis or Budget System Members or (b) a
General Partner where such Vehicles have been acquired, directly or indirectly, by such General
Partner from Avis or Budget System Members;



“Limited Partner’s Capital Account” and “Limited Partners’ Capital Accounts” have the meanings
ascribed thereto in Section 3.5(c);



“Limited Partner’s Funded Amount” means, with respect to a Limited Partner and at any time, the
aggregate amount (without duplication) of the funds that have been contributed by such Limited
Partner to the Partnership as capital pursuant to Sections 3.1, 3.2, 3.3, 4.7(a) and 4.8
prior to such time minus all amounts (without duplication) distributed or paid to such Limited
Partner as a return of capital pursuant to Sections 4.7(b)(v), 4.7(b)(vi), 4.8 and 8.5(b)(vi)
prior to such time, provided that if the Limited Partner’s Funded Amount shall have been reduced
by any distribution or payment and thereafter all or a portion of such distribution or payment is
rescinded or must otherwise be returned for any reason, such Limited Partner’s Funded Amount
shall be increased by the amount of such rescinded or returned distribution or payment, as though
it had not been made;



“Limited Partnership Interest” means, in respect of a Limited Partner, the interest of such
Limited Partner in the Partnership;



“Liquidity Agreement” means, in respect of the STARS Limited Partner, the liquidity agreement in
respect of STARS Trust dated as of June 30, 1997 between STARS Trust, BMO and the banks and
other financial institutions whose names appear on Schedule I to such agreement, as amended,
supplemented or otherwise modified from time to time and, in respect of the Bay Street Limited
Partner, means the liquidity asset purchase agreement dated as of April 20, 2005 between The
Bank of Nova Scotia and the other banks and other financial institutions party thereto from time
to time, as liquidity purchasers, The Bank of Nova Scotia, as liquidity agent, and the Bay Street
Limited Partner, as amended, supplemented or otherwise modified from time to time;



“Liquidity Event” means, in respect of a Limited Partner, the expiry of the Liquidity Agreement
to which such Limited Partner is a party following the reasonable best efforts of the STARS
Securitization Agent or the Bay Street Securitization Agent, as applicable, to renegotiate that
agreement and the STARS Securitization Agent or the Bay Street Securitization Agent, as
applicable, giving notice in writing to the General Partners and the other Limited Partner of
such expiry;



“Loss on Dispositions” means, for any period, the amount, if any, by which Proceeds of
Disposition received by the Partnership in such period are less than the Current Book Value of
the subject Vehicles and, when a Vehicle is written off as a result of theft, fire, accident or
act of God and the General Partners fail to make the additional capital contribution required by
Section 5.7 in respect thereof, the amount of the write-off;



“Manufacturer” means any of Chrysler, Ford, General Motors, Nissan, Toyota and any additional
manufacturer of Vehicles;



“Miscellaneous Add On Revenues” means all monetary receipts (other than sales, value added and
other similar Taxes collected on behalf of a governmental authority) from customers in respect of
additional products and services relating to the renting by such customer of a Partnership Vehicle,
including such monetary receipts arising from child safety seats, ski racks, additional
driver approvals and similar products and services;



“Moody’s” means Moody’s Investors Service, Inc.;









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“Net Income” or “Net Loss” means, in respect of any period, respectively, the net income or net
loss of the Partnership in respect of such period, as determined in accordance with Canadian GAAP;



“Net Loss on Dispositions” means, in respect of any Settlement Period, the sum of:



(NLDP x VDP) + (NLDNP x VDNP)




where:




NLDNP means the greatest NLSPNP in the last 12 consecutive Settlement Periods;




NLDP means the greatest NLSPP in the last 12 consecutive Settlement Periods;




VDP means the number of Partnership Program Vehicles that the General Partners estimate to
be disposed of in such Settlement Period;




NLSPP means the quotient of (a) Loss on Dispositions less Gain on Dispositions for all
Partnership Program Vehicles disposed of within a Settlement Period divided by (b) the number
of Partnership Program Vehicles disposed of within such Settlement Period, provided, however,that
NLSPP shall not be less than zero;




NLSPNP means the quotient of (a) Loss on Dispositions less Gain on Dispositions for
all Partnership Non-program Vehicles disposed of within a Settlement Period divided by (b) the
number of Partnership Non-program Vehicles disposed of within such Settlement Period,
provided, however, that NLSPNP shall not be less than zero; and




VDNP means the number of Partnership Non-program Vehicles that the General Partners
estimate to be disposed of in such Settlement Period;



“Nissan” means Nissan Canada, Inc.;



“Normal Course Termination Date” means:




	 	(a)	 	in respect of the STARS Limited Partner, April 30, 2010,
subject to the extension of that date until April 30, 2011 if on or before October 31,
2009 the General Partners request an extension by notice in writing to the
STARS Limited Partner and the STARS Limited Partner on or before December 31, 2009
notifies the General Partners in writing that it agrees to such extension; and

	 
	 	(b)	 	in respect of the Bay Street Limited Partner, April 30,
2010, subject to the extension of that date until April 30, 2011 if on or before
October 31, 2009 the General Partners request an extension by notice in writing to
the Bay Street Limited Partner and the Bay Street Limited Partner on or before December 31,
2009 notifies the General Partners in writing that it agrees to such extension;





“Notes” means, (a) in respect of the STARS Limited Partner, short-term debt obligations of
the STARS Limited Partner with a maximum weighted average 42 days until maturity, issued
by the STARS Limited Partner from time to time to fund certain of the STARS Limited Partner’s
capital contributions to the Partnership and (b) in respect of the Bay Street Limited
Partner, short-term debt obligations of the Bay Street Limited Partner, issued by the Bay Street
Limited Partner from time to time to fund certain of the Bay Street Limited Partner’s capital
contributions to the Partnership;



“Notional Return” has the meaning ascribed thereto in subparagraph 4.10(d)(i);



“One Way Fee Revenues” means all monetary receipts (other than sales, value added and other
similar Taxes collected on behalf of a governmental authority) from customers returning a
Partnership Vehicle to a rental location other than the rental location from which such
Partnership Vehicle was rented;



“Option Closing Date” has the meaning ascribed thereto in Section 8.4(c);



“Option Purchase Price” has the meaning ascribed thereto in Section 8.4(c);









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“Organizational Expenses” means all fees, costs and expenses incurred in respect of the formation
and organization of the Partnership and its registration and qualification under Applicable Law;



“Original Book Value” means, in respect of a Partnership Vehicle, the full cash purchase
price to the Partnership of such Vehicle, without any allowance for trade-in of a Vehicle and
without deduction for cash allowances or rebates from the relevant Manufacturer unless such cash
allowances or rebates reduce the purchase price of Vehicles under the relevant Repurchase
Agreement, in which case “Original Book Value” shall be reduced by the amount of such allowance
or rebate. For greater certainty, “full cash purchase price” does not include VAT or any amounts
paid by the Partnership in respect of transfer fees, license fees, registration fees or other
similar government fees or charges and transfer Taxes but does include, if applicable, up to but
not in excess of $300 per Vehicle, in the case of a Partnership Program Vehicle, and $500, in
the case of a Partnership Non-program Vehicle, in aggregate for dealer mark-up, pre-delivery
inspection, air conditioning tax, weight tax, battery tax, “gas guzzler” tax and other similar
costs and taxes. Where a Partnership Vehicle has been purchased by the Partnership from an
Avis or Budget System Member or from a General Partner, “Original Book Value” for the purposes of
calculating Depreciation means the full cash purchase price paid by the Partnership to the Avis
or Budget System Member or the relevant General Partner, as the case may be;



“Parent” means Cendant Corporation;



“Parent Guarantee” means the amended and restated guarantee dated the date hereof made by the
Parent in favour of each Limited Partner pursuant to which the Parent guarantees certain of the
General Partners’ obligations hereunder;



“Partners” means, collectively, the Avis General Partner, the Budget General Partner, the STARS
Limited Partner, the Bay Street Limited Partner and the Additional General Partner (if any);



“Partnership” means WTH Funding Limited Partnership, a partnership organized under the laws of
the Province of Ontario as a limited partnership;



“Partnership Interest Option Notice” has the meaning ascribed thereto in Section 8.4(c);



“Partnership Non-program Vehicle” means a Partnership Vehicle that is not a Partnership
Program Vehicle;



“Partnership Program Vehicle” means a Partnership Vehicle eligible for repurchase under a
Repurchase Agreement;



“Partnership Vehicle” means a Vehicle owned by the Partnership;



“Payout Date” means a Tranche Date for Notes issued by the STARS Limited Partner on which the
General Partners have notified each Limited Partner that some or all of the aggregate Limited
Partner’s Funded Amounts for all Limited Partners is to be repaid in accordance with subsections
4.7(b)(v) or (vi); provided however, (a) a Payout Date shall occur no more frequently than
weekly, unless an additional Payout Date is requested by the General Partners and approved by
each of the Limited Partners, (b) the date hereof shall be a Payout Date, (c) the closing
date for the issuance of any series of Bonds shall be a Payout Date and (d) during any period
in which the Deficit Bond Accumulation Amount or the Deficit Controlled Amortization Amount is
greater than zero, a Payout Date may not occur;



“Payout Excess” shall have the meaning ascribed thereto in Section 3.3(f);



“Payout Report” means a report substantially in the form of Schedule C provided by the
General Partners to each Limited Partner pursuant to Section 4.2;



“Payout Reporting Date” means, in respect of a Payout Date, the day which is two Business Days
prior to such Payout Date;



“Person” includes an individual, corporation, partnership, joint venture, association, syndicate,
trust, unincorporated organization or other entity or any trustee, executor, administrator or
other legal representative;



“PNV Excess” has the meaning ascribed thereto in Section 5.4(d);









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“Portion of the Bay Street Limited Partner’s Funded Amount” means, each portion of the aggregate
of the Bay Street Limited Partner’s Funded Amount comprising or invested in its Limited Partner’s
Capital Account, which portions shall equal, in the aggregate, the then outstanding Funded Amount
for the Bay Street Limited Partner, and each portion of which and the amount thereof which shall
be determined by reference to its source of funding through the issuance of the Bay Street
Limited Partner’s Notes or under the Liquidity Agreement for the Bay Street Limited Partner;



“Principal Amount” means, in respect of each series of Bonds, the aggregate initial principal
amount outstanding under such series of Bonds;



“Principal Funding Account” means, in respect of each series of Bonds, an account established in
the name of the Limited Partner issuing such Bonds at the Eligible Institution determined by such
Limited Partner, which account will be separate and segregated from the other assets of such
Limited Partner, shall bear interest and which shall be designated as the “Principal Funding
Account” for such series of Bonds;



“Proceeds of Disposition” means the cash or other monetary consideration received by the
Partnership from the sale of Partnership Vehicles, including from insurance in respect of
Partnership Vehicles written off by the Partnership as a result of theft, fire, accident or
act of God;



“Program Fee Rate” means, (a) in respect of any Notes issued by the STARS Limited Partner,
the rate specified as such in the letter agreement dated the date hereof between the Avis General
Partner and the STARS Securitization Agent and, (b) in respect of the Bay Street Limited
Partner and any Portion of the Bay Street Limited Partner’s Funded Amount, the rate specified as
the Program Fee Rate for the Bay Street Limited Partner in the letter agreement dated the date
hereof between the Avis General Partner and the Bay Street Securitization Agent;



“Program Negotiation Vehicles” has the meaning ascribed thereto in Section 5.4(a);



“Purchase Right” has the meaning ascribed thereto in Section 8.4(c);



“Purchased Assets” shall have the meaning ascribed thereto in the Assignment and Assumption
Agreement;



“QST” means all amounts payable pursuant to an act respecting Quebec Sales Tax;



“Qualified PMSI” means a purchase money security interest (“PMSI”) in a Partnership Vehicle
granted by the Partnership to, or reserved by, an Approved Dealer or Manufacturer (a “holder")
under terms that the PMSI will expire automatically upon payment by the Partnership to the holder
of the full cash purchase price of the Vehicle, which payment must be made according to the
agreement under which the PMSI arises within 30 days of the date when the PMSI arose;



“Rating Agency” means Dominion Bond Rating Service Limited and its successors and, at any
particular time after the date hereof, may include any other nationally recognized credit rating
agency or agencies then authorized by the STARS Securitization Agent or the Bay Street
Securitization Agent to rate securities issued by the relevant Limited Partner;



“Relative Revenue Contribution” for any Settlement Period and for any General Partner means the
proportion of Rental Revenues generated through the operations of such General Partner on behalf
of the Partnership for such Settlement Period over the total aggregate Rental Revenues for such
Settlement Period;



“Remittance Date” means the 20th day of each calendar month, provided if such day is not a
Business Day, the Remittance Date shall occur on the next Business Day;



“Remittance Period” means the period beginning on a Remittance Date and ending on the day prior
to the next occurring Remittance Date, provided that the first Remittance Period after the
amendment and restatement contemplated herein will begin on the date hereof and end on the day
prior to the next occurring Remittance Date; for any Remittance Date, the “related Remittance
Period” is the Remittance Period ending on the day immediately prior to such Remittance Date;



“Rental Account” has the meaning ascribed thereto in Section 4.6(a);









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“Rental Account Prepaid Amount” has the meaning ascribed thereto in Section 4.5;



“Rental Revenues” means all monetary receipts (other than sales, value added and other similar
Taxes collected on behalf of a governmental authority) received after January 1998 from time and
kilometre charges for the rental of Partnership Vehicles, all Fuel Revenues, all
Miscellaneous Add On Revenues and all One Way Fee Revenues, as provided for in the relevant
Vehicle Rental Agreements, whether in the form of remittances from credit card or debit card
issuers, cash payments, bank drafts, cheques, wire transfers or otherwise;



“Repurchase Agreements” means any agreements entered into between the Partnership and Eligible
Manufacturers or Approved Dealers or assigned to the Partnership pursuant to which such Eligible
Manufacturers or Approved Dealers will be obligated to purchase Partnership Vehicles from the
Partnership which have been approved in writing by the Rating Agency;



“Securitization Agents” means, collectively, the Bay Street Securitization Agent and the STARS
Securitization Agent, and “Securitization Agent” means either one of them;



“S&P” means Standard & Poors Ratings Group;



“Selling Limited Partner” has the meaning ascribed thereto in Section 8.4(c);



“Servicer” has the meaning ascribed thereto in Section 8.3(e);



“Settlement Date” means the second Business Day prior to the Remittance Date;



“Settlement Period” in respect of any Settlement Date, means the most recently completed calendar
month prior to such Settlement Date;



“Settlement Report” means a monthly report substantially in the form of Schedule D provided
by the General Partners to each Limited Partner pursuant to Section 4.3;



“STARS Securitization Agent” means BMO Nesbitt Burns Inc.;



“Successor Corporation” has the meaning ascribed thereto in Section 2.8(c);



“Tax” or “Taxes” includes all present and future taxes, surtaxes, duties, levies, imposts, rates,
fees, assessments, withholdings and other charges of any nature (including income, corporate,
capital (including large corporations), net worth, sales, consumption, use, transfer, goods and
services, value-added, stamp, registration, franchise, withholding, payroll, employment, health,
education, excise, business, school, property, occupation, customs, anti-dumping and
countervailing taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings
and other charges) imposed by any national, federal, provincial, territorial, state, colonial,
municipal, local, foreign or other governmental authority, together with any penalties, fines,
interest or other additions on, to, in lieu of, for non-collection of or in respect of such
taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings and other
charges;



“Tax Credit” has the meaning ascribed thereto in Section 9.5;



“Taxable Income” or “Tax Loss” means, in respect of any Fiscal Period, respectively, the amount
of net income or loss of the Partnership for such period as determined by the General Partners
(and reviewed by the Auditors) in accordance with the provisions of the Income Tax Act (Canada)
(including the amount of the taxable capital gain or allowable capital loss from the disposition
of each capital property of the Partnership as determined by the General Partners in accordance
with the provisions of the Income Tax Act (Canada));



“Temporary GP Contributions” means amounts contributed to the Partnership by a General Partner on
a temporary basis from time to time pending Capital Calls to fund the purchase of Partnership Vehicles
up to but not in excess of the Original Book Value of such Vehicles and not required to
make the aggregate balance of the General Partners’ Capital Accounts equal in value to the
General Partners’ Capital Commitment;



“Toyota” means Toyota Canada Inc.;









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“Tranche” means an issuance of Notes by the STARS Limited Partner used to fund the making of a
Capital Call or to refund or repay any such Notes at maturity;



“Tranche Date” means the day on which a Tranche matures or otherwise becomes due and payable;
provided however, if at any time a Trigger Event has occurred, the Tranche Date for all
Tranches of Notes issued after the date of such occurrence shall be a Remittance Date;



“Trigger Event” has the meaning ascribed thereto in Section 8.1;



“Utilization Fee” means, in respect of the STARS Limited Partner, the fee specified as such in
the letter agreement dated the date hereof between the Avis General Partner and the STARS
Securitization Agent, and in respect of the Bay Street Limited Partner, the fee specified as such
in the letter agreement dated the date hereof between the Avis General Partner and the Bay Street
Securitization Agent;



“VAT” means, collectively, GST, HST and QST and any amounts payable under any similar value-added
Tax legislation in any jurisdiction in Canada;



“VAT Account” has the meaning ascribed thereto in Section 4.8;



“Vehicle” means an automobile, minivan, sport utility vehicle, truck, van or service vehicle
having an Original Book Value not greater than $90,000, in the case of automobiles, minivans and
sport utility vehicles and $115,000, in the case of trucks, vans and service vehicles;



“Vehicle Account” has the meaning ascribed thereto in Section 4.7(a);



“Vehicle Account Prepaid Amount” has the meaning ascribed thereto in Section 4.5; and



“Vehicle Rental Agreements” means the agreements pursuant to which a General Partner, as agent
for an undisclosed principal, rents Partnership 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.









	1.2	  	         Other Rules of Interpretation






For all
purposes of this
Agreement, except
as otherwise
expressly
provided herein
or unless the
context otherwise
requires:




	 	(a)	 	any reference to a designated “Article”, “Section” or other subdivision or to a
“Schedule” is to the designated Article, Section or other subdivision of or Schedule
to this Agreement;

	 
	 	(b)	 	the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision of or Schedule to this Agreement;

	 
	 	(c)	 	the headings are for convenience of reference only and do not form part of this
Agreement and are not intended to interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof;

	 
	 	(d)	 	the word “including” is not to be construed to limit a general statement, term or
matter to the items set forth following such word but rather refers to all other
items or matters that could reasonably fall within the scope of such general
statement, term or matter;

	 
	 	(e)	 	any reference herein to a particular percentage of Partnership Vehicles is a
reference to a percentage of the aggregate Current Book Value of such Vehicles at
the relevant time and not to a percentage of the number of such Vehicles;

	 
	 	(f)	 	all accounting terms not otherwise defined herein have the meanings assigned to
them by, and all calculations to be made hereunder are to be made in accordance with
Canadian GAAP as it may exist from time to time;

	 
	 	(g)	 	any reference to a statute is a reference to such statute and to the regulations
made pursuant thereto, with all amendments made thereto and in force from time to
time, and to any statute










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	 	 	 	or regulation that may be passed which have the effect of supplementing or superseding such statute or regulations;

	 
	 	(h)	 	any reference to an entity is also a reference to any entity that is a successor
to such entity, provided that all restrictions on assignability and transfer set
forth herein are complied with;

	 
	 	(i)	 	any reference to an “approval”, “authorization” or “consent” of a party means the
written approval, written authorization or written consent of such party; and

	 
	 	(j)	 	words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa.











	1.3	  	         Strict Performance of Covenants






The
failure of any
party to seek
redress for a
violation of, or
to insist upon
strict
performance of,
any provision
hereof shall not
prevent a
subsequent act,
which would have
originally
constituted a
violation of such
provision or any
other provision
hereof, from
having the effect
of an original
violation of such
provision or any
other provision
hereof.









	1.4	  	         Non-Business Days






Unless
expressly
provided
otherwise,
whenever payment
to be made
hereunder shall
be stated to be
made or any
action to be
taken hereunder
shall be stated
to be required to
be taken on a day
other than a
Business Day,
such payment
shall be made or
such action shall
be taken on the
next succeeding
Business Day and,
in the case of
the payment of
any monetary
amount, the
extension of time
shall be included
for the purposes
of the
computation of
interest, if any,
thereon.









	1.5	  	         Governing Law






This
Agreement and the
application or
interpretation
hereof shall be
governed
exclusively by
its terms and by
the laws of the
Province of
Ontario and each
Partner
irrevocably
attorns to the
jurisdiction of
the courts of the
Province of
Ontario.









	1.6	  	         Time of Essence






Time
shall be of the
essence hereof.









	1.7	  	         Currency






Unless
otherwise
indicated, all
dollar amounts
referred to in
this Agreement
are expressed in
Canadian dollars,
and all payments
to be made under
this Agreement
shall be made in
such currency.









	1.8	  	         Entire Agreement






This
Agreement
constitutes the
entire agreement
between the
parties with
respect to the
subject matter
hereof and
supersedes all
prior agreements,
understandings,
negotiations and
discussions,
whether written
or oral. There
are no
conditions,
covenants,
agreements,
representations,
warranties or
other provisions,
expressed or
implied,
collateral,
statutory or
otherwise,
relating to the
subject matter
hereof except as
herein provided.









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	1.9	  	         Schedules






The
following are the
Schedules to this
Agreement:



	 	 	 	 	 
	Schedule A

	 	—
	 	Form of Estimation Report
	Schedule B

	 	—
	 	Form of Fleet Report
	Schedule C

	 	—
	 	Form of Payout Report
	Schedule D

	 	—
	 	Form of Settlement Report
	Schedule E

	 	—
	 	Litigation
	Schedule F

	 	—
	 	Insurance
	Schedule G

	 	—
	 	Form of Capital Call
	Schedule H

	 	—
	 	Form of Additional General Partner Acknowledgement
	Schedule I

	 	—
	 	Conditions Precedent for Purchase of Licensee Vehicles
	Schedule J

	 	—
	 	Form of Licensee Vehicle Assignment Agreement — General Partner
	Schedule K

	 	—
	 	Form of Licensee Vehicle Assignment Agreement — Avis or Budget System Member
	Schedule L

	 	—
	 	Budget General Partner Liabilities
	Schedule M

	 	—
	 	Form of Opinion for Licensee Vehicle Purchases












	1.10	  	         Joint and Several Liability






The
obligations and
liabilities of
the General
Partners
hereunder shall
be joint and
several.









	1.11	  	         One Voice Rule






The
General Partners
shall at all
times jointly
appoint one of
them to act as
the agent and
designated
representative of
the General
Partners
hereunder (the
“Designated
Representative”).
The General
Partners hereby
appoint the Avis
General Partner
to be the
Designated
Representative.
The General
Partners may,
upon notice to
each Limited
Partner, change
the Designated
Representative.
All actions to be
taken, documents
to be executed,
determinations or
estimates to be
made, notices or
reports to be
provided or such
other matters to
be undertaken by
the General
Partners
hereunder shall
be taken,
executed, made,
provided or
undertaken by the
Designated
Representative
and shall be
binding on the
General Partners.
Each Limited
Partner shall be
entitled to rely
on the actions,
executions,
determinations,
estimates,
notices or
reports of the
Designated
Representative
without further
inquiry. All
notices or
reports to be
provided by a
Limited Partner
to the General
Partners
hereunder may be
provided solely
to the Designated
Representative.
The General
Partner who is
not the
Designated
Representative
hereby nominates,
constitutes and
appoints the
Designated
Representative as
its agent and
true and lawful
attorney to act
on its behalf
with full power
and authority in
its name, place
and stead for the
purposes of this
Section 1.11.









	1.12	  	         Limited Partners






For
greater
certainty, the
obligations and
liabilities of
each Limited
Partner hereunder
shall be several
and no Limited
Partner shall be
entitled to take
any actions on
behalf of the
other Limited
Partner.








ARTICLE 2

CONTINUANCE OF PARTNERSHIP AND RELATIONSHIP BETWEEN PARTNERS










	2.1	  	         Continuance






The
General Partners
and the Limited
Partners hereby
confirm the
continuance of a
limited
partnership under
the Act. The
rights,
restrictions and
liabilities of
the Partners
shall be as
provided in the
Act except as
herein otherwise
expressly
provided.









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	2.2	  	         Name






The name
of the
Partnership shall
continue to be
“WTH Funding
Limited
Partnership” or
such other name
or names as the
General Partners
may from time to
time deem
appropriate to
comply with the
laws of any
jurisdiction in
which the
Partnership may
carry on
business. The
Partnership may
use as a French
language name
“Société en
commandité de
financement WTH”.









	2.3	  	         Business of Partnership






The
Partnership shall
carry on the
business of (i) purchasing,

owning and
renting Vehicles
throughout Canada
and (ii) selling
Vehicles
that it has owned
as rental
Vehicles. The
Partnership shall
be further
authorized to
exercise all
powers ancillary
and incidental
thereto or
reasonably in
furtherance
thereof and not
specifically
excluded by the
terms of this
Agreement. The
Partnership shall
not carry on any
business not
permitted by this
Section 2.3.









	2.4	  	         Principal Place of Business






The
principal place
of business of
the Partnership
shall be 1 Convair
Drive
East, Etobicoke,
Ontario M9W 6Z9,
or such
other address
within the
Province of
Ontario as the
General Partners,
after giving not
less than 30 days’
notice to
each Limited
Partner, may
designate.









	2.5	  	         Fiscal Period






The first
Fiscal Period of
the Partnership
shall commence on
December 5,
1997 and end on
December 31,
1997 and
thereafter each
Fiscal Period
shall commence on
January 1 and end
on December 31
of each
calendar year or
such other date
as determined by
the General
Partners and
approved by each
Limited Partner,
acting
reasonably. For
greater
certainty, a
Limited Partner
may refuse to
approve a change
of the Fiscal
Period if such
change would have
an adverse tax or
administrative
impact on such
Limited Partner.









	2.6	  	         Title to Partnership Assets






Title to
the assets of the
Partnership,
whether real,
personal or mixed
and whether
tangible or
intangible, shall
be deemed to be
owned by the
Partnership as an
entity, and no
Partner,
individually or
collectively,
shall have any
ownership
interest in such
Partnership
assets or any
portion thereof.
Title to any or
all of the assets
of the
Partnership shall
be held in the
name of the
Partnership or,
in the case of
Vehicles
purchased by the
Partnership
pursuant to
Licensee Vehicle
Assignment
Agreements where
the vendor is a
General Partner
or if the holding
of title by the
Partnership is
prohibited by
Applicable Law, a
General Partner.
Each of the
General Partners
hereby declares
and warrants that
any Partnership
assets for which
legal title is
held in the name
of a General
Partner shall be
held by the
relevant General
Partner, as agent
in trust for the
Partnership for
the use and
benefit of the
Partnership in
accordance with
the provisions of
this Agreement.
All assets of the
Partnership shall
be recorded as
property of the
Partnership on
its books and
records,
irrespective of
the name in which
legal title to
such Partnership
assets is held.









	2.7	  	         Representation and Warranties of General Partners






Each of
the General
Partners
represents and
warrants to each
Limited Partner
that:




	 	(a)	 	Organization. Each General Partner is a corporation validly existing under the
laws of Canada and has the corporate power to own or lease its property, to carry on
its business as now being conducted by it and to enter into this Agreement and to
perform its obligations hereunder. Each General Partner is duly qualified as a
corporation to do business in each province of Canada in which it owns or leases any
material property or conducts any material business.

	 
	 	(b)	 	Authorization. This Agreement has been duly authorized, executed and delivered by
each General Partner and is a legal, valid and binding obligation of such General
Partner, enforceable against such General Partner by each Limited Partner in
accordance with its










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	 	 	 	terms, except as enforcement may be limited by bankruptcy,
insolvency and other laws affecting the rights of creditors generally and except
that equitable remedies may be granted only in the discretion of a court of
competent jurisdiction.

	 
	 	(c)	 	No Violation. The execution and delivery of this Agreement by each General Partner
and the consummation of the transactions herein provided for will not result in the
breach or violation of any of the provisions of, or constitute a default under, or
conflict with or cause the acceleration of any obligation of such General Partner
under (i) any Contract to which such General Partner is a party or by which it
is or its properties are bound, (ii) any provision of the constating documents
or by-laws or resolutions of the board of directors (or any committee thereof) or
shareholders of such General Partner, (iii) any judgment, decree, order or award
of any court, governmental body or arbitrator having jurisdiction over such General
Partner, (iv) any licence, permit, approval, consent or authorization held by
such General Partner necessary to the operation of such General Partner’s business,
or (v) any Applicable Law, which breach, violation, default, conflict or
acceleration could reasonably be expected to have a material adverse effect on the
ability of such General Partner to carry out its obligations hereunder.

	 
	 	(d)	 	No Litigation, Etc. There are no actions, suits, proceedings or investigations
commenced or, to the knowledge of each General Partner after due inquiry,
contemplated or threatened against or affecting such General Partner at law or in
equity before or by any governmental department, commission, board, bureau, court,
agency, arbitrator or instrumentality, domestic or foreign, of any kind, which in
any case would prevent or hinder the consummation of the transactions contemplated
by this Agreement or which could reasonably be expected to have a material adverse
effect on the ability of such General Partner to carry out its obligations hereunder
other than as set out in Schedule E.

	 
	 	(e)	 	GP Financial Statements. The GP Financial Statements have been prepared in
accordance with Canadian GAAP and the GP Financial Statements present fairly and
disclose in all material respects the financial condition, assets and liabilities of
the Avis General Partner as at the respective dates of the GP Financial Statements
and the sales, earnings and results of operations for the Avis General Partner for
the respective periods covered by the relevant GP Financial Statements. There has
been no material adverse change in the results of operations, financial position or
condition of the Avis General Partner since the date of the most recent balance
sheet for the Avis General Partner forming part of the GP Financial Statements.

	 
	 	(f)	 	Obligations and Liabilities. Each General Partner does not have any material
obligations or liabilities of any kind whatsoever, whether accrued, contingent or
otherwise, other than:






	 	(i)	 	obligations or liabilities disclosed on, reflected in or provided for in
the GP Financial Statements, in the case of the Avis General Partner, or
Schedule L, in the case of the Budget General Partner; and

	 
	 	(ii)	 	obligations or liabilities incurred in the ordinary course of business
of the Avis General Partner since December 31, 2004, none of which has
been materially adverse to the nature of the Avis General Partner’s
business, results of operations, assets, financial position or condition.






	 	(g)	 	Compliance with Applicable Laws. Each General Partner has conducted and is
conducting its business in compliance with all Applicable Laws of each jurisdiction
in which any material portion of its business is carried on and has all required
licences, permits, registrations and qualifications under the laws of each such
jurisdiction to carry on its business, except to the extent that failure to so
conduct its business or to have such licences, permits, registrations or
qualifications could not reasonably be expected to have a material adverse effect on
the ability of such General Partner to carry out its obligations hereunder.











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	 	(h)	 	Business Premises. Each General Partner has provided to each Limited Partner a
list of all business premises from which such General Partner (or a franchisee or
licensee thereof which is an Avis or Budget System Member) carries on the business
of renting Vehicles and such General Partner has a valid leasehold or fee interest
in all such premises operated by such General Partner (or license in the case of
premises at certain airports) and neither such General Partner nor the lessor,
sub-lessor or licensor of such premises, as the case may be, is in breach of any
material provision of any agreement pursuant to which such General Partner occupies
any such premises.

	 
	 	(i)	 	Communications and Computer Systems. Each General Partner’s communications and
computer systems are adequate for the conduct of the Partnership’s business and the
use thereof by such General Partner does not infringe the rights of any other Person.

	 
	 	(j)	 	No Strikes, Work Stoppages, Etc. Each General Partner is not experiencing any
strike, work stoppage, slow-down or other material interference with or impairment
of its business by labour, and, to such General Partner’s knowledge, no such strike,
work stoppage, slow-down or other material interference or impairment is threatened.
Each General Partner is not a party to or the subject of any unfair labour practice
complaint and is not a party to or the subject of any prosecution, order or
complaint relating to employment standards or human rights before any governmental
agency.

	 
	 	(k)	 	Insurance. The casualty loss and third party liability insurance carried by each
General Partner in respect of its business, business premises and Vehicles is as
described in Schedule F. Such insurance is provided by third party underwriters
whose claims paying ability or similar measure is rated not lower than A (low) (or
such lower rating as may be approved by the Rating Agency) or the equivalent by as
many of DBRS, S&P, Moody’s and Best’s as rate it or, if such ability or other
measure is not rated by at least one of DBRS, S&P, Moody’s and Best’s, whose
profitability ranking has the highest rating from T.R.A.C. Insurance Services Ltd.
Each General Partner self insures against the first $1,000,000 of claims relating to
third party liability and collisions, has at its own expense made such self
insurance available to the Partnership and has taken adequate reserves in respect of
such self insurance.

	 
	 	(l)	 	Consents and Approvals. There is no requirement to make any filing with, give any
notice to or to obtain a licence, permit, certificate, registration, authorization,
consent or approval of, any governmental or regulatory authority as a condition to
the lawful consummation of the transactions contemplated by this Agreement, except
for notifications, consents and approvals which have been given or obtained, as the
case may be. There is no requirement under any Contract to which any General Partner
is a party or by which it is bound to give any notice to, or to obtain the consent
or approval of, any party to such Contract, relating to the consummation or
transactions contemplated by this Agreement, except for notifications, consents and
approvals which have been given or obtained, as the case may be.

	 
	 	(m)	 	Solvency, Etc. Each General Partner is not insolvent and has not: (i) 
admitted its inability to pay its debts generally as they become due or failed to
pay its debts generally as they become due, (ii) proposed a compromise or
arrangement to its creditors, (iii) had any petition for a receiving order or
bankruptcy filed against it, (iv) consented to have itself declared bankrupt or
wound up, (v) consented to have a receiver, liquidator or trustee appointed over
any part of its assets, (vi) had any encumbrancer take possession of any of its
property, (vii) had any execution or distress become enforceable or become
levied upon any of its property which could reasonably be expected to have a
material adverse effect on the ability of such General Partner to carry out its
obligations hereunder, or (viii) had any unsatisfied judgment outstanding
against it for more than 15 days which could reasonably be expected to have a
material adverse effect on the ability of such General Partner to carry out its
obligations hereunder.











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	 	(n)	 	Ownership and Control. Each General Partner is an indirect wholly-owned subsidiary
of, and is controlled in fact by, the Parent.

	 
	 	(o)	 	Residency. Each General Partner is not a “non-resident” of Canada for purposes of
the Income Tax Act (Canada).

	 
	 	(p)	 	VAT Registrations. The Avis General Partner is a registrant for purposes of the
ETA and the QST whose registration numbers are 105750632 and 1000099321,
respectively. The Budget General Partner is a registrant for purposes of the ETA and
the QST whose registration numbers are 88064 3820 RT0001 and 1086666192 TQ0001,
respectively.

	 
	 	(q)	 	Full Disclosure. Neither this Agreement nor any document to be delivered by the
General Partners nor any certificate, report, statement or other document furnished
by the General Partners to a Limited Partner, the STARS Securitization Agent, the
Bay Street Securitization Agent or the Rating Agency in connection with the
negotiation of this Agreement contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading in light of the circumstances
under which the statements were made.











	2.8	  	         Covenants of General Partners






Each
General Partner
covenants and
agrees with each
Limited Partner
that:




	 	(a)	 	Corporate Existence. Each General Partner shall maintain its corporate existence
in good standing.

	 
	 	(b)	 	Compliance with Applicable Laws. Each General Partner shall in the conduct of the
Partnership’s business comply with all Applicable Laws and obtain and maintain in
good standing all licences, permits, qualifications and approvals from any and all
governments and governmental agencies in any jurisdiction in which it carries on
business except to the extent that failure to so comply, obtain or maintain does not
materially affect the business or financial condition of the Partnership.

	 
	 	(c)	 	No Reconstruction, Reorganization, Etc. Each General Partner shall not enter into
any transaction (whether by way of reconstruction, reorganization, arrangement,
consolidation, amalgamation, merger, transfer, sale, lease or otherwise) whereby all
or any material part of the undertaking, property and assets of such General Partner
would become the property of any Person other than such General Partner or, in the
case of any amalgamation involving such General Partner, of the continuing company
resulting therefrom, unless all of the following conditions are met:






	 	(i)	 	such other Person or continuing company is a body corporate (herein called
the “Successor Corporation”);

	 
	 	(ii)	 	the Successor Corporation executes, prior to or contemporaneously with the
consummation of such transaction, such agreements supplemental hereto and any
other instruments as are satisfactory to each Limited Partner, acting
reasonably, and the Rating Agency and, in the opinion of counsel to each
Limited Partner, necessary or advisable, to evidence the assumption by the
Successor Corporation of all obligations and liabilities of the Person
entering into such transaction;

	 
	 	(iii)	 	immediately after the consummation of such transaction, no condition or
event shall exist which constitutes or which would, after the lapse of time
or the giving of notice or both, constitute a Trigger Event hereunder; 
and

	 
	 	(iv)	 	such transaction is upon such terms as to preserve substantially and not to
impair materially any of the rights or powers of each Limited Partner
hereunder;











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	 	 	 	and whenever the conditions of this clause have been duly observed and performed, the
Successor Corporation shall be entitled to all of the benefits to which such General Partner is
entitled hereunder.

	 
	 	(d)	 	Ownership and Control. Each General Partner shall at all times during the term
hereof be a direct or indirect wholly-owned subsidiary of, and controlled in fact
by, the Parent.

	 
	 	(e)	 	No Liabilities. Each General Partner shall not, without the prior written consent
of each Limited Partner and the Rating Agency, have incurred or incur any
liabilities or enter into any obligations for or on behalf of the Partnership, other
than those arising under or contemplated by this Agreement, the Assignment and
Assumption Agreement, any Licensee Vehicle Assignment Agreements and/or any other
Contract contemplated hereby or thereby or those arising in the normal course of the
business of the Partnership, provided that, for greater certainty, this Section 2.8(e)
shall not restrict in any manner whatsoever the conduct of the business or
affairs of such General Partner unrelated to the Partnership.

	 
	 	(f)	 	No Defaults. Each General Partner shall promptly notify the Rating Agency and each
Securitization Agent of any defaults of which it is aware under this Agreement, the
Assignment and Assumption Agreement, any Licensee Vehicle Assignment Agreements, the
Parent Guarantee or any Repurchase Agreement.

	 
	 	(g)	 	Vehicle Dealer Registrations. The General Partners shall cause the Partnership to
be registered as a “vehicle dealer” under any applicable motor vehicle dealer,
highway traffic or other legislation where such registration is reasonably
determined by the General Partners to be necessary or desirable. Such registrations
are to be made promptly and, in any event, within 90 days of the date hereof in
respect of jurisdictions in which the Partnership carries on business as of the date
hereof, and within 60 days from the date on which the Partnership commences to
carry on business in respect of any other jurisdiction.











	2.9	  	         Representations and Warranties of Limited Partners






Each
Limited Partner
represents and
warrants to the
General Partners,
on a several
basis and in
respect of itself
only, that:




	 	(a)	 	Organization. Such Limited Partner is a trust validly formed and existing under
the laws of the Province of Ontario and it has the power and authority to enter into
this Agreement and to perform such Limited Partner’s obligations hereunder. The
trustee of such Limited Partner is a corporation validly existing under the laws of
Canada and is duly qualified to act as trustee of such Limited Partner.

	 
	 	(b)	 	Authorization. This Agreement has been duly authorized, executed and delivered by
such Limited Partner and is a legal, valid and binding obligation of such Limited
Partner, enforceable against such Limited Partner by the General Partners in
accordance with its terms, except that enforcement may be limited by bankruptcy,
insolvency and other laws affecting the rights of creditors generally and except
that equitable remedies may only be granted in the discretion of a court of
competent jurisdiction.

	 
	 	(c)	 	No Violation. The execution and delivery of this Agreement by such Limited Partner
and the consummation of the transactions herein provided for will not result in the
breach or violation of, or constitute a default under, or conflict with or cause the
acceleration of any obligation of such Limited Partner under (a) the declaration
of trust of such Limited Partner, (b) any Contract to which such Limited Partner
is a party or by which it is bound, (c) any judgment, decree, order or award of
any court, governmental body or arbitrator having jurisdiction over such Limited
Partner, or (d) any Applicable Law, which breach, violation, default, conflict
or acceleration could reasonably be expected to have a material adverse effect on
the ability of such Limited Partner to carry out its obligations hereunder.











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	 	(d)	 	Consents and Approvals. There is no requirement for such Limited Partner to make
any filing with, give any notice to or obtain any licence, permit, certificate,
registration, authorization, consent or approval of, any government or regulatory
authority as a condition to the lawful consummation of the transactions contemplated
by this Agreement, except for filings, notifications, consents and approvals which
have been made, given or obtained, as the case may be.

	 
	 	(e)	 	Residency. Such Limited Partner is not a “non-resident” of Canada for the purposes
of the Income Tax Act (Canada).

	 
	 	(f)	 	Investment Canada. Such Limited Partner is not a “non-Canadian” within the meaning
of the Investment Canada Act.











	2.10	  	         Covenants of Limited Partners re Liquidity Agreements






Each
Limited Partner
covenants and
agrees to provide
the General
Partners with
written notice of
(a) the
expiry date of
its Liquidity
Agreement as of
the date hereof,
(b) the
renewal or
extension of the
expiry date of
its Liquidity
Agreement within
10 Business Days
of such renewal
or extension and
(c) any
failure by the
liquidity agent
and/or lenders or
liquidity
providers or
purchasers, as
applicable, under
its Liquidity
Agreement to
accept a request
by such Limited
Partner to extend
the current
expiry date of
its Liquidity
Agreement within
10 Business Days
of such Limited
Partner becoming
aware of such
failure and, in
any event, at
least 150 days
prior to the
current expiry
date of its
Liquidity
Agreement.









	2.11	  	         Limitations of Authority of Limited Partners






The
Limited Partners
shall not be
entitled to:




	 	(a)	 	take part in the control of the business of the Partnership;

	 
	 	(b)	 	execute any document which binds or purports to bind the Partnership or any other
Partner as such;

	 
	 	(c)	 	purport to have the power or authority to bind the Partnership or any other
Partner as such;

	 
	 	(d)	 	undertake any obligation or responsibility on behalf of the Partnership;

	 
	 	(e)	 	bring any action for partition or sale or otherwise in connection with any
interest in any property of the Partnership, whether real or personal, or register
or permit to be filed or registered or remain undischarged, against any property of
the Partnership, any lien or charge; or

	 
	 	(f)	 	commence against the Partnership any proceedings under Insolvency Legislation.











	2.12	  	         Power of Attorney






Each
Limited Partner
hereby
irrevocably
nominates,
constitutes and
appoints each of
the General
Partners as such
Limited Partner’s
agent and true
and lawful
attorney to act
on its behalf
with full power
and authority in
its name, place
and stead to
execute, swear
to, acknowledge,
deliver and
record or file as
and where
required:




	 	(a)	 	the Declaration, any amendment to the Declaration and any other instrument
required to qualify, continue and keep in good standing the Partnership as a limited
partnership, or otherwise to comply with the laws of any jurisdiction in which the
Partnership may carry on business or own or lease property in order to maintain the
limited liability of the Limited Partners and to comply with the Applicable Law of
such jurisdiction;

	 
	 	(b)	 	any instrument, and any amendment to the Declaration, necessary to reflect any
amendment to this Agreement;











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	 	(c)	 	any instrument required to record with any governmental or regulatory authority
the dissolution and termination of the Partnership; and

	 
	 	(d)	 	any instrument required in connection with any election that may be made under
fiscal legislation in any jurisdiction in which the Partnership is carrying on
business or where such Limited Partner resides.





The power
of attorney
granted herein is
irrevocable and
is a power
coupled with an
interest and
extends to the
successors and
assigns of each
Limited Partner.
Each Limited
Partner agrees to
be bound by any
representation or
action made or
taken by any of
the General
Partners pursuant
to this power of
attorney and
hereby waives any
and all defences
which may be
available to
contest, negate
or disaffirm the
action of the
General Partners
taken in good
faith under this
power of
attorney,
provided that the
General Partners
do not incur any
liability on
behalf of, or
take any action
which may result
in any liability
to, such Limited
Partner.









	2.13	  	         Unlimited Liability of General Partners






The
General Partners
shall have
unlimited
liability for the
debts,
liabilities and
obligations of
the Partnership
and the General
Partners shall be
jointly and
severally liable
for all such
debts,
liabilities and
obligations.









	2.14	  	         Limited Liability of Limited Partners






Subject
to the provisions
of the Act, the
liability of each
Limited Partner
for the debts,
liabilities and
obligations of
the Partnership
at any relevant
time shall be
limited to such
Limited Partner’s
Capital Account
at that time and
any amount paid
or required at
such time to be
paid by such
Limited Partner
as additional
capital
contributions to
the Partnership
pursuant to the
terms hereof and
such Limited
Partner shall not
be liable for any
further claims,
assessments or
contributions to
the Partnership.









	2.15	  	         Other Activities of Limited Partners






Each
Limited Partner
may hold an
interest in any
other limited
partnership that
holds property
and carries on a
business similar
to or competitive
with the business
and properties of
the Partnership
and such Limited
Partner shall not
be required to
account to or
shall be liable
to the General
Partners or the
Partnership by
reason thereof;
provided, however,
that such Limited
Partner shall not
hold a general
partnership
interest in any
such other
limited
partnership
except where such
Limited Partner
has determined,
acting
reasonably, that
to do so is
necessary to
preserve or
protect its
limited
partnership
interest in such
other limited
partnership.









	2.16	  	         Compliance with Applicable Laws






On
request by the
General Partners,
each Limited
Partner shall
immediately
execute such
certificates and
other instruments
necessary to
comply with any
Applicable Law of
any jurisdiction
for the
continuation and
good standing of
the Partnership.









	2.17	  	         Additional Covenants of the Limited Partners







	 	(a)	 	Each Limited Partner shall during the term hereof maintain its existence as a
validly constituted trust and shall remain a resident of Canada for purposes of the
Income Tax Act (Canada).

	 
	 	(b)	 	Neither Limited Partner shall divulge, except to its agents and employees on a
need to know basis or as required by law, the confidential business of the General
Partners or of the Partnership. Information shall not be confidential for the
purposes of this Section 2.17 if it becomes generally available to the public
from a source other than such Limited Partner or becomes known to such Limited
Partner from a source other than the General Partners or the other Limited Partner
and their representatives provided that such source, so far as is known










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	 	 	 	to such Limited Partner, is not bound by a contractual or other obligation of
confidentiality to the General Partners, the other Limited Partner or the
Partnership.











	2.18	  	         Survival of Representations, Warranties and Covenants






The
representations,
warranties and
covenants
contained in this
Agreement and in
all certificates
and documents
delivered
pursuant to or
contemplated by
this Agreement
shall survive the
execution and
delivery of this
Agreement and
shall continue
for the
applicable
limitation period
notwithstanding
the execution and
delivery of this
Agreement nor any
investigation
made by on behalf
of the Party
entitled to the
benefit thereof.








ARTICLE 3

CAPITAL CONTRIBUTIONS, HEDGING AND CAPITAL ACCOUNTS










	3.1	  	         Initial Capital Contributions







	 	(a)	 	The initial capital contribution of the Avis General Partner was $1.00. The
initial capital contribution of the STARS Limited Partner was $9.00.

	 
	 	(b)	 	The Budget General Partner made a capital contribution of $1.00 on November 30,
2004.

	 
	 	(c)	 	The Bay Street Limited Partner shall make a capital contribution of $128,900,000
on the date hereof. Notwithstanding any other provisions hereof, such capital
contribution by the Bay Street Limited Partner shall not be deposited into the
Vehicle Account and such capital contribution shall be distributed by the
Partnership to the STARS Limited Partner on the date hereof as a return of capital.











	3.2	  	         Capital Contributions on January 8, 1998






On January 8,
1998:




	 	(a)	 	the Avis General Partner made a capital contribution in an amount equal to 52.3%
of the fair market value of the Purchased Assets on January 8, 1998 which was
satisfied by the transfer from the Avis General Partner to the Partnership of
Purchased Assets pursuant to the Assignment and Assumption Agreement; and

	 
	 	(b)	 	the STARS Limited Partner made a capital contribution in an amount equal to 47.7%
of the fair market value of the Purchased Assets on January 8, 1998. Such
capital contribution was made contemporaneously with the capital contribution of the
Avis General Partner referred to in Section 3.2(a) and was satisfied by the
delivery to or to the order of the Partnership of a certified cheque, bank draft or
wire transfer. The Partnership used the STARS Limited Partner’s capital contribution
to satisfy the cash portion of the purchase price of the Purchased Assets under the
Assignment and Assumption Agreement.











	3.3	  	         Additional Capital Contributions







	 	(a)	 	If there does not exist a Trigger Event which is continuing, the General Partners
may call for additional capital contributions to the Partnership (a “Capital Call”)
from the Limited Partners in an amount that does not exceed the Available Aggregate
Call Amount by giving to each Limited Partner a notice in the form of the notice
contained in Schedule G hereto (a “Capital Call
Notice”), provided that no
Capital Calls shall be made from a Limited Partner on or after a Funding Termination
Event in respect of such Limited Partner. If the Capital Call is made prior to a
Funding Termination Event in respect of each Limited Partner, each Limited Partner
shall be required to contribute to the Partnership an amount equal to 50% of such
Capital Call (provided that such required amount shall not exceed the Available Call
Amount for such Limited Partner). If the Capital Call is made on or after a Funding 










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	 	 	 	Termination Event in respect of one of the Limited Partners, the other Limited
Partner shall be required to contribute to the Partnership an amount equal to 100%
of such Capital Call (provided that such required amount shall not exceed the
Available Call Amount for such Limited Partner). If a Limited Partner fails to
contribute all or a portion of such required proportion of a Capital Call, the other
Limited Partner may, but, subject to the preceding sentence, shall not be required
to, contribute all or a portion of the amount such Limited Partner failed to
contribute. A Capital Call shall be made solely for the purposes of (i) repaying
to a General Partner any Temporary GP Contributions made by such General Partner or
to refinance the acquisition by a General Partner of all or a portion of a Limited
Partnership Interest pursuant to Section 8.4, (ii) funding purchases of
Vehicles up to but not in excess of their Original Book Value, (iii) repaying to
a General Partner a Payout Excess for such General Partner pursuant to subsection 3.3(f)
and (iv) repaying to a General Partner a PNV Excess for such General
Partner pursuant to subsection 5.4(d). Subject to subsections 3.3(f) and 5.4(d),
a Capital Call must be not less than $5,000,000 and in increments of $100,000 above
that amount. A Capital Call Notice must be delivered to each Limited Partner not
later than 4:00 p.m. (Toronto time) on the second Business Day prior to the day
(which must be a Business Day) when the additional capital contribution is to be
paid. Each Limited Partner shall only be obligated to fund its relevant proportion
of a Capital Call by issuing Notes or, in the case of the Bay Street Limited
Partner, under its Liquidity Agreement, and shall deposit the proceeds of such
issuance of Notes or, in the case of the Bay Street Limited Partner, such funding
under its Liquidity Agreement, in immediately available funds, to the Vehicle
Account not later than the close of business (Toronto time) on the date indicated in
the Capital Call Notice. For greater certainty, the proceeds of any funding under a
Liquidity Agreement that has been obtained to repay Notes of a Limited Partner shall
not be deposited to the Vehicle Account. No more than five Capital Calls can be made
in any calendar month, provided that one additional Capital Call may be made in any
calendar month if requested by the General Partners and approved by each of the
Limited Partners. A Capital Call for the purpose of repaying to a General Partner a
Payout Excess for such General Partner pursuant to subsection 3.3(f) may only be
made on a Remittance Date.

	 
	 	(b)	 	The balance of each Limited Partner’s Capital Account shall not at any time exceed
an amount equal to the sum of $350,000,000 plus the aggregate Principal Amount of
Bonds issued and outstanding by such Limited Partner at the time of determination.

	 
	 	(c)	 	Subject to subsection 5.4(c), for each Capital Call called from the Limited
Partners, either General Partner shall make, simultaneously with the payment from
the Limited Partners, a capital contribution by way of immediately available funds
deposited to the Vehicle Account, such that, for each $1.00 called from the Limited
Partners, such General Partner shall make a contribution of (i) $0.0930 where
the $1.00 called from the Partners was used to fund (A) the purchase of
Partnership Program Vehicles or (B) the repayment to such General Partner of
that portion of any Temporary GP Contribution used to fund the purchase of
Partnership Program Vehicles, and (ii) $0.1750 where the $1.00 called from the
Partners was used to fund (A) the purchase of Partnership Non-program Vehicles
or (B) the repayment to such General Partner of that portion of any Temporary GP
Contribution used to fund the purchase of Partnership Non-program Vehicles. If a
General Partner would be entitled to have repaid to it a Temporary GP Contribution
or a PNV Excess at a time when such General Partner would be obligated to make a
capital contribution pursuant to this subsection 3.3(c), such General Partner
may credit its Temporary GP Contribution or PNV Excess against the capital
contribution that it would otherwise be obligated to make.

	 
	 	(d)	 	Each General Partner may in its discretion, at any time, make additional capital
contributions to the Partnership, including capital contributions credited to a
General Partner as consideration for sales made by such General Partner pursuant to
a Licensee Vehicle Assignment Agreement.











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	 	(e)	 	Either General Partner shall contribute at all times up to and including the day
of occurrence of a Trigger Event, but not after such day, sufficient capital to the
Partnership from time to time by way of additional capital contribution so that the
aggregate of the General Partners’ Capital Accounts for the General Partners
(calculated on the assumption that all Net Income of the Partnership up to the
particular time has been allocated to the Partners at such time) shall be equal to
at least the product of (A) the sum of (X) the product of 9.30% and the
percentage of Partnership Vehicles that are Partnership Program Vehicles, (Y) the
product of 9.30% and the percentage of Partnership Vehicles that are
Program Negotiation Vehicles and (Z) the product of 17.50% and the percentage of
Partnership Vehicles that are Partnership Non-program Vehicles times (B) 
the total capital of the Partnership other than capital contributed by the Partners
pursuant to Section 4.8 and Excluded Capital, such product being referred to in
this Agreement as the “General Partners’ Capital Commitment”.

	 
	 	(f)	 	If (i) any distribution or distributions are made to the Limited Partners in
any Remittance Period pursuant to paragraph 4.7(b)(vi) and (ii) no Trigger
Event has occurred and is continuing, on the next occurring Remittance Date after
such Remittance Period, the General Partners may make a Capital Call on the Limited
Partners (such Capital Call, as between the Limited Partners, to be effected in
accordance with subsection 3.3(a)) for an amount equal to the amount that would
have been distributed to the General Partners pursuant to paragraph 4.7(b)(vi)
had the amount of such distribution or distributions been made to all Partners pro
rata according to their respective Funded Amounts at the time of such distribution
or distributions (the “Payout Excess”) and the proceeds may be used to distribute to
the General Partners an amount equal to the Payout Excess, provided that following
such distribution to the General Partners the aggregate balance of the General
Partners’ Capital Accounts shall continue to be equal to or greater than the General
Partners’ Capital Commitment.

	 
	 	(g)	 	If the purchase price under any Licensee Vehicle Assignment Agreement where the
vendor is a General Partner is increased pursuant to Section 2.2 thereof, the
relevant General Partner shall be deemed to have made an additional capital
contribution as of the date of such Licensee Vehicle Assignment Agreement in an
amount equal to such increase. For greater certainty, the Partnership shall not be
required to pay any cash amounts to a General Partner in respect of any such
increase in purchase price and the Limited Partners shall not make any additional
capital contributions in respect of any such increase in purchase price.











	3.4	  	         Hedging Transactions






After
being advised by
a Limited Partner
in writing at any
time that the
effective rate of
interest on the
Notes issued by
such Limited
Partner or
funding obtained
by such Limited
Partner under its
Liquidity
Agreement exceeds
8% per annum,
the General
Partners shall
promptly, and in
any event within
two Business Days
cause the
Partnership to
enter into
Hedging
Transactions to
ensure that,
after giving
effect to such
Hedging
Transactions, the
effective
interest rate on
the Notes issued
or such funding
obtained by the
Limited Partners
after the
occurrence of a
Trigger Event
shall not exceed
10% per
annum. The
General Partners
may cancel one or
more Hedging
Transactions and
enter into one or
more new Hedging
Transactions;
provided, however,
that the
cancellation of
any Hedging
Transactions and
the entering into
of any new
Hedging
Transactions does
not cause the
effective
interest rate on
the Notes issued
or such funding
obtained by the
Limited Partners
to exceed 10% per
annum after
the occurrence of
a Trigger Event.
Each Hedging
Transaction that
the Partnership
is to enter into
under this Section 3.4
must be
approved by the
STARS
Securitization
Agent, the Bay
Street
Securitization
Agent and the
Rating Agency.
The General
Partners shall be
responsible for
all costs and
expenses
associated with
all such Hedging
Transactions and
the counterparty
to all such
Hedging
Transactions
shall have a
long-term debt
rating of at
least AA (low) or
an
equivalent rating
from the Rating
Agency or an
equivalent rating
from Moody’s and
S&P or such lower
rating as the
Rating Agency may
approve.









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	3.5	  	         Capital Accounts







	 	(a)	 	The General Partners will establish separate accounts on the books of the
Partnership for each Limited Partner’s Capital Account and each General Partner’s
Capital Account.

	 
	 	(b)	 	As used herein, “General Partner’s Capital Account” means, for each General
Partner, at any time, the amount, if any, by which the aggregate dollar value of:






	 	(i)	 	the cash and other consideration that has been contributed pursuant hereto
by such General Partner to the Partnership as capital at or prior to such
time, including capital contributions credited to a General Partner as
consideration for sales made by such General Partner pursuant to a Licensee
Vehicle Assignment Agreement, and

	 
	 	(ii)	 	any amount allocated to such General Partner from Net Income in respect of
any Settlement Period at or prior to that time,





exceeds the aggregate of




	 	(iii)	 	the cash that has been distributed to such General Partner at or prior to
such time,

	 
	 	(iv)	 	any amount allocated to such General Partner from Net Loss in respect of
any Settlement Period at or prior to such time, and

	 
	 	(v)	 	the portion of any amount distributed to the Limited Partners at or prior to
such time pursuant to subparagraphs 4.6(c)(viii) and 4.7(b)(vii)(C) as
allocated between the General Partners by the General Partners;





and
“General
Partners’ Capital
Accounts” means
the General
Partner’s Capital
Accounts for all
General Partners.




	 	(c)	 	As used herein, “Limited Partner’s Capital Account” means, for each Limited
Partner, at any time, the amount, if any, by which the aggregate of:






	 	(i)	 	the cash that has been contributed pursuant hereto by such Limited Partner
to the Partnership as capital at or prior to such time, plus

	 
	 	(ii)	 	any amount allocated to such Limited Partner from Net Income in respect of
any Settlement Period at or prior to that time, plus

	 
	 	(iii)	 	any amount by which the aggregate of the amounts by which each General
Partner’s Capital Account is reduced at or prior to such time as set out in
subsection 3.5(b)(v),





exceeds
the aggregate of




	 	(iv)	 	the cash that has been distributed to such Limited Partner at or prior to
such time, plus

	 
	 	(v)	 	the portion of any amount allocated to such Limited Partner from Net Loss in
respect of any Settlement Period at or prior to such time;





and
“Limited
Partners’ Capital
Accounts” means
the Limited
Partner’s Capital
Accounts for all
Limited Partners.









	3.6	  	         Capital Commitments to Be Ongoing






No
Partner will have
any right to
withdraw any
amount or receive
any distribution
from the
Partnership
except as
expressly
provided for in
this Agreement.









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	3.7	  	         No Interest Payable on Accounts






No
Partner will have
the right to
receive interest
on any credit
balance in its
Capital Account.
No Partner shall
be liable to pay
interest to the
Partnership on
any capital
returned to such
Partner or on any
negative balance
in its Capital
Account.









	3.8	  	         Negative Balance of Capital or in Capital Accounts






The
interest of a
Partner in the
Partnership will
not terminate by
reason of there
being a negative
or zero balance
in such Partner’s
Capital Account.









	3.9	  	         Licensee Vehicles







	 	(a)	 	Any Capital Calls made by the General Partners for the purpose of funding the
purchase by the Partnership of Licensee Vehicles which are owned or which were
previously owned by any one Licensee or its Affiliates with an aggregate purchase
price in the amount of $20,000,000 or more shall be subject to the satisfaction of
the conditions precedent set forth in Schedule I.

	 
	 	(b)	 	All purchases by the Partnership of Licensee Vehicles shall be pursuant to a
Licensee Vehicle Assignment Agreement. The General Partners shall provide a copy of
each Licensee Vehicle Assignment Agreement to the Rating Agency and each
Securitization Agent forthwith after the execution thereof.










ARTICLE 4

CASH MANAGEMENT, DISTRIBUTIONS AND INCOME ALLOCATIONS










	4.1	  	         Estimation Report






Not later
than 12:00 noon
(Toronto
time) on each
Estimation Date,
the General
Partners shall
provide to each
Limited Partner
an Estimation
Report in respect
of the Settlement
Period commencing
on the Estimation
Date containing
(a) the
General Partners’
best estimates of
Rental Revenues,
Expenses,
Depreciation and
Net Loss on
Dispositions (if
any) for such
Settlement
Period, (b) each
Limited
Partner’s best
estimate of the
Funding Required
Amount in respect
of the Notes and
Bonds issued or
funding obtained
by it under its
Liquidity
Agreement for
such Settlement
Period, and (c) the
amount
of the Estimation
Reserve for such
Settlement Period.









	4.2	  	         Payout Report






Not later
than 12:00 noon
(Toronto
time) on each
Payout Reporting
Date, the General
Partners shall
provide to each
Limited Partner a
Payout Report
setting out the
amount of funds
that the General
Partners have
determined are to
be distributed by
the Partnership
to the Limited
Partners from the
Vehicle Account
(including all
proceeds from the
issuance of Bonds
by a Limited
Partner) on such
Payout Date in
accordance with
Section 4.7
and used by the
Limited Partners
to repay Notes or
make
distributions
under its
Liquidity
Agreement.









	4.3	  	         Settlement Report, Estimates and Determinations







	 	(a)	 	Not later than 12:00 noon (Toronto time) on each Settlement Date, the General
Partners shall provide to each Limited Partner a Settlement Report containing the
Rental Revenues, Expenses, Depreciation, Proceeds of Dispositions, Loss on
Dispositions (if any) and Gain on Dispositions (if any) in respect of the related
Settlement Period, and the aggregate Funding Discount Amount for each Limited
Partner and the aggregate Bond Interest Amount for all series of Bonds, in each case
for the Remittance Period ending in the current Settlement Period. No later than 3:00 p.m.
(Toronto time) on the Business Day prior to the Settlement Date, (i) the
STARS Limited Partner shall give notice to the General Partners for inclusion











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	 	 	 	in the Settlement Report of the Funding Discount Amount for the Notes issued by the
STARS Limited Partner and the aggregate Bond Interest Amount for all series of Bonds
issued by the STARS Limited Partner, in each case for the Remittance Period ending
in the current Settlement Period and the Utilization Fee for the STARS Limited
Partner for such Remittance Period and (ii) the Bay Street Limited Partner shall
give notice to the General Partners for inclusion in the Settlement Report of the
aggregate Funding Discount Amount for the Bay Street Limited Partner and the
aggregate Bond Interest Amount for all series of Bonds issued by the Bay Street
Limited Partner, in each case for the Remittance Period ending in the current
Settlement Period and the Utilization Fee of the Bay Street Limited Partner for such
Remittance Period. The Funding Discount Amount provided by each Limited Partner
shall be calculated using an estimate of the applicable funding costs, if necessary,
for the remaining days in such Remittance Period; provided, however, that each
calculation of the Funding Discount Amount for the following Remittance Period shall
be adjusted as provided in subsection 4.3(b).

	 
	 	(b)	 	As part of the notice given by each Limited Partner pursuant to subsection 
4.3(a), each Limited Partner shall, if such Limited Partner used an estimate of the
Funding Discount Amount pursuant to subsection 4.3(a) with respect to the
immediately preceding Remittance Period, compute the actual Funding Discount Amount
for such Remittance Period, and (i) if the actual Funding Discount Amount so
computed is greater than the estimated Funding Discount Amount for such immediately
preceding Remittance Period, the Funding Discount Amount for the current Remittance
Period shall be increased by the amount of such difference, and (ii) if the
actual Funding Discount Amount so computed is less than the estimated Funding
Discount Amount for such immediately preceding Remittance Period, the Funding
Discount Amount for the current Remittance Period shall be decreased by the amount
of such difference.

	 
	 	(c)	 	Within the first two Business Days of each calendar month, each Limited Partner
shall provide to the General Partners a determination of the Funding Discount Amount
for the Notes issued or funding obtained by such Limited Partner under its Liquidity
Agreement and the aggregate Bond Interest Amount for all series of Bonds issued by
such Limited Partner, in each case for the preceding Settlement Period.











	4.4	  	         Collections of Rental Revenues






Subject
to the following
sentence, the
General Partners
shall deposit all
Rental Revenues
into the Rental
Account as
promptly as
possible upon
receipt, and, in
any event, no
later than the
first Business
Day following
receipt. So long
as no Trigger
Event has
occurred and is
continuing,
notwithstanding
the foregoing
sentence, the
General Partners
may make a single
deposit of Rental
Revenues into the
Rental Account no
later than 12:00
noon (Toronto
time) on each
Remittance Date.
All deposits of
Rental Revenues
into the Rental
Account shall be
in immediately
available funds.









	4.5	  	         Prepayments






So long
as the General
Partners are
entitled to remit
Rental Revenues
on a monthly
basis, as opposed
to a daily basis,
pursuant to
Section 4.4,
the General
Partners shall
deposit (a) into
the Rental
Account (i) on
each
Estimation Date,
an amount equal
to two-thirds of
the sum of the
estimated Funding
Required Amount
and the
Estimation
Reserve contained
in the most
recently
delivered
Estimation Report
and (ii) on
each Remittance
Date, an amount
equal to
one-third of the
sum of the
estimated Funding
Required Amount
and Estimation
Reserve contained
in the current
Estimation Report
(any such deposit
on either an
Estimation Date
or a Remittance
Date being
referred to
herein as a
“Rental Account
Prepaid Amount”)
and (b) into
the Vehicle
Account (i) on
each
Estimation Date,
an amount equal
to two-thirds of
the sum of the
estimated
Depreciation and
Net Loss on
Dispositions (if
any) contained in
the most recently
delivered
Estimation Report
and (ii) on
each Remittance
Date, an amount
equal to
one-third of the
sum of the
estimated
Depreciation and
Net Loss on
Dispositions (if
any) contained in
the current
Estimation Report









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(any such deposit
on either an
Estimation Date
or a Remittance
Date being
referred to
herein as a
“Vehicle Account
Prepaid Amount”);
provided, however,
that no such
deposit shall be
required to be
made into the
Rental Account or
the Vehicle
Account on a
Remittance Date
to the extent
that the amount
which would
otherwise be
required to be
deposited has
been reserved
pursuant to
subparagraph 4.6(c)(vi)
or
subparagraph 4.7(b)(vii)(D),

respectively.









	4.6	  	         Rental Account







	 	(a)	 	The Avis General Partner has opened and the General Partners will manage for and
in the name of the Partnership at BMO account no. 0002-1314-711, hereinafter
referred to as the “Rental Account”. All monies deposited to the Rental Account
shall have the status of trust monies held for and on behalf of the Partnership and,
for greater certainty, shall not be the property of any General Partner. BMO shall
be required specifically to acknowledge that it has no right of set-off in respect
of the Rental Account. The General Partners shall deposit all Rental Revenues as
received to the Rental Account in accordance with Section 4.4. The General
Partners shall deposit all Hedge Receipts as received to the Rental Account.

	 
	 	(b)	 	On the date hereof, the General Partners shall distribute cash from the Rental
Account to the STARS Limited Partner in an amount equal to the aggregate of all
accrued and unpaid Funding Discount Amounts and Utilization Fees, in each case in
respect of all periods up to but excluding the date hereof.






	 	(c)	 	Subject to Section 8.5, on each Remittance Date the General Partners (or the
Additional General Partner if one has been appointed pursuant to Section 8.3)
shall distribute cash from the Rental Account (including all cash transferred from
the Vehicle Account to the Rental Account on such Remittance Date pursuant to
subparagraph 4.7(b)(vii)(A) or (B)), as follows and in the following priority:






	 	(i)	 	first, to pay the Expenses or to reimburse the General Partners with respect
to amounts paid on account of the Expenses;

	 
	 	(ii)	 	second, on a pro rata basis in accordance with the respective amounts below:






	 	(A)	 	to pay to each Limited Partner, the aggregate of (x) the Funding
Discount Amount for such Limited Partner for the related Remittance
Period, together with the amount (if any) representing the aggregate of
the Funding Discount Amount for such Limited Partner for prior
Remittance Periods not yet paid to such Limited Partner and (y) the
Bond Interest Amount for all series of Bonds that have been issued by
such Limited Partner and are outstanding for the related Remittance
Period, together with the amount (if any) representing the aggregate of
the Bond Interest Amount for all series of Bonds that have been issued
by such Limited Partner and are outstanding for prior Remittance Periods
not yet paid to such Limited Partner, on a pro rata basis based on the
respective amounts required to be paid to each Limited Partner pursuant
to this Section 4.6(c) on such Remittance Date; each Limited Partner
shall allocate such aggregate amount received by it to clauses (x) and
(y) on a pro rata basis based on the respective amounts of
clauses (x) and (y), and the amount allocated to clause (y) shall
be deposited by such Limited Partner into the Interest
Funding Account for the relevant series of Bonds; and

	 
	 	(B)	 	to the extent not paid by the General Partners as required pursuant to
Section 3.4, to pay to Hedge Counterparties any Hedge Payables;






	 	(iii)	 	third, to pay to each Limited Partner its Utilization Fee for such
Remittance Period, together with the amount (if any) representing the
Utilization Fees in respect of prior Remittance Periods not yet paid to such
Limited Partner, on a pro rata basis based on











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	 	 	 	the respective amounts of unpaid Utilization Fees owing to each Limited Partner on such Remittance Date;

	 
	 	(iv)	 	fourth, if the Settlement Report for the prior Settlement Period indicates
that Depreciation for such Settlement Period is greater than the estimate of
Depreciation contained in the Estimation Report for the same period, an
amount equal to such excess shall be transferred to the Vehicle Account;

	 
	 	(v)	 	fifth, if the Settlement Report for the prior Settlement Period indicates
that Loss on Dispositions (if any) less Gains on Dispositions (if any) for
such Settlement Period exceeds the Net Loss on Dispositions (if any) contained
in the Estimation Report for the same period, the amount of such excess shall
be transferred to the Vehicle Account;

	 
	 	(vi)	 	sixth, (A) an amount equal to the Rental Account Prepaid Amount
deposited by the General Partners into the Rental Account on the immediately
preceding Estimation Date and (B) an amount equal to the Rental Account
Prepaid Amount required to be deposited by the General Partners into the
Rental Account on such Remittance Date, will be reserved in the Rental
Account for distribution on the following Remittance Date in accordance with
this subsection 4.6(c);

	 
	 	(vii)	 	seventh, an amount equal to the Vehicle Account Prepaid Amount to be paid
by the General Partners on such Remittance Date shall be transferred to the
Vehicle Account;

	 
	 	(viii)	 	eighth, if there are insufficient funds in the Vehicle Account to satisfy
the payment to be made to the Limited Partners pursuant to Section 4.7(b)(iv),
then all remaining amounts in the Rental Account will be
transferred to the Vehicle Account and used to make such payment, and the
aggregate amount of the General Partners’ Capital Accounts shall be reduced
by the amount of such payment with the specific amount of the reduction of
each General Partner’s Capital Account being allocated between the General
Partners by the General Partners;

	 
	 	(ix)	 	ninth, to the extent not paid by the General Partners as required pursuant
to Section 3.4, to pay to Hedge Counterparties any Hedge Unwinding Costs;
 and

	 
	 	(x)	 	last, to pay to the General Partners the balance on a pro rata basis based
on the amounts in their respective Capital Accounts at such time.






	 	(d)	 	Notwithstanding subsection 4.6(c), insofar as Expenses consist of VAT payable
upon the purchase of Partnership Vehicles, the General Partners shall pay such
Expenses directly from the VAT Account when the VAT Account is not commingled with
the Rental Account or from the Rental Account when the Rental Account and the VAT
Account are commingled, or may first transfer the necessary amounts from the Rental
Account or the VAT Account, as the case may be, to the Vehicle Account to be
remitted with the purchase of new Vehicles.











	4.7	  	         Vehicle Account







	 	(a)	 	The Avis General Partner has opened and the General Partners will manage for and
in the name of the Partnership at BMO account no. 0002-1314-703, hereinafter
referred to as the “Vehicle Account”. All monies deposited to the Vehicle Account
shall have the status of trust monies held for and on behalf of the Partnership and,
for greater certainty, shall not be the property of any General Partner. BMO shall
be required specifically to acknowledge that it has no right of set-off in respect
of the Vehicle Account. There shall be deposited directly to the Vehicle Account (i) all
Proceeds of Disposition and (ii) all capital contributions of the
Partners in the form of cash and all proceeds of all issuances of Bonds (which shall
be deemed to be a capital contribution by the relevant Limited Partner).











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	 	(b)	 	Subject to Section 8.5, the General Partners (or the Additional General
Partner if one has been appointed pursuant to Section 8.3) shall distribute cash
from the Vehicle Account as follows:






	 	(i)	 	to pay to a General Partner from time to time an amount equal to any
Temporary GP Contributions made by such General Partner which have not been
previously repaid;

	 
	 	(ii)	 	to pay a General Partner from time to time an amount equal to any PNV
Excess for such General Partner which has not been previously repaid;

	 
	 	(iii)	 	to pay Approved Dealers, a General Partner or Avis or Budget System
Members from time to time for Vehicles purchased for the Partnership;

	 
	 	(iv)	 	on each Remittance Date after the occurrence of the Accumulation Date or
the Controlled Amortization Date, as applicable, in respect of a series of
Bonds, the Bond Payment Amount for such series of Bonds shall be distributed
to the relevant Limited Partner and deposited by such Limited Partner into
the Principal Funding Account for such series of Bonds;

	 
	 	(v)	 	on each Payout Date that is the date on which a series of Bonds has been
issued, all proceeds from such issuance of Bonds deposited to the Vehicle
Account shall be distributed to the Limited Partners on a pro rata basis based
on the outstanding Funding Amount for each Limited Partner (excluding any
amounts funded through the issuance of Bonds) on such Payout Date;

	 
	 	(vi)	 	on each Payout Date that is not (i) the date hereof, (ii) the date
on which a series of Bonds has been issued or (iii) a Payout Date for
which any related Deficit Bond Accumulation Amount or Deficit Controlled
Amortization Amount, as applicable, in respect of a series of Bonds is
greater than zero, and for which the General Partners have specified that
they have determined, acting reasonably, that some or all of the cash in the
Vehicle Account will not be required to fund the purchase of Vehicles
required to be paid for in the Settlement Period in which the Payout Date
occurs and that the General Partners desire that such cash be distributed to
the Limited Partners, such cash shall be distributed to the Limited Partners
on a pro rata basis based on the outstanding Funding Amount for each Limited
Partner (excluding any amounts funded through the issuance of Bonds) on such
Payout Date; provided, however, that such payments shall be limited to an
amount that does not result in a Limited Partner’s Funded Amount being less
than the aggregate Bond Outstanding Amount for all series of Bonds issued by
it, after giving effect to such distributions, the Limited Partner’s Funded
Amount of a Limited Partner shall not be less than zero and the STARS Limited
Partner shall not be paid an amount in excess of the STARS Limited Partner’s
Funded Amount that has been funded through the issuance of Notes maturing on
such Payout Date; for greater certainty, the amount paid to the Bay Street
Limited Partner shall not exceed its pro rata share on the basis described
above;

	 
	 	(vii)	 	on each Remittance Date, in the priority set out below:






	 	(A)	 	first, if the Settlement Report for the prior Settlement Period
indicates that Depreciation for such Settlement Period is less than the
estimate of Depreciation contained in the Estimation Report for the same
period, an amount equal to such deficiency shall be transferred to the
Rental Account;

	 
	 	(B)	 	second, if the Settlement Report for the prior Settlement Period
indicates that Loss on Dispositions (if any) less Gains on Dispositions
(if any) for such Settlement Period is less than the Net Loss on
Dispositions contained










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	 	 	 	in the Estimation Report for the same period, the amount of such deficiency shall be transferred to the Rental Account;

	 
	 	(C)	 	third, if after the transfer of amounts from the Vehicle Account to
the Rental Account pursuant to subparagraphs 4.7(b)(vii)(A) and (B),
there are insufficient funds in the Rental Account to satisfy the
payments to be made to the Limited Partners pursuant to paragraph 4.6(c)(ii),
then any cash in the Vehicle Account will be transferred to
the Rental Account and used to make such payments, and the aggregate
amount of the General Partners’ Capital Accounts shall be reduced by the
amount of such payments with the specific amount of the reduction of
each General Partner’s Capital Account being allocated between the
General Partners by the General Partners;

	 
	 	(D)	 	fourth, (x) an amount equal to the Vehicle Account Prepaid Amount
deposited by the General Partners into the Vehicle Account on the prior
Estimation Date and (y) an amount equal to the Vehicle Account
Prepaid Amount required to be deposited by the General Partners into the
Vehicle Account on such Remittance Date, will be reserved in the Vehicle
Account for distribution on the following Remittance Date in accordance
with this subsection 4.7(b); and

	 
	 	(E)	 	fifth, provided that each of the Deficit Bond Accumulation Amount and
the Deficit Controlled Amortization Amount is equal to zero, if the
General Partners determine, acting reasonably, that some or all of the
balance of the cash in the Vehicle Account will not be required to fund
the purchase of Vehicles required to be paid for in the Settlement
Period in which the Remittance Date occurs, the amount of such cash as
allocated between the General Partners by the General Partners shall be
paid to each General Partner as a return of capital to the extent that
such payment would not result in the aggregate balance in the General
Partners’ Capital Accounts being reduced to an amount below the General
Partners’ Capital Commitment.











	4.8	  	         VAT Account






The Avis
General Partner
has opened and
the General
Partners will
manage for and in
the name of the
Partnership at
BMO account no.
0002-1314-690,
hereinafter
referred to as
the “VAT Account”. All monies
deposited to the
VAT Account shall
have the status
of trust monies
held for and on
behalf of the
Partnership and,
for greater
certainty, shall
not be property
of any General
Partner. BMO
shall be required
specifically to
acknowledge that
it has no right
of set-off in
respect of the
VAT Account. The
General Partners
shall deposit to
the VAT Account
all amounts
collected by the
Partnership on
behalf of a
governmental
authority in
respect of VAT as
a result of the
rental or sale of
Vehicles by the
Partnership or
the provision of
any other goods
or services by
the Partnership
and any amount
received by the
Partnership from
a governmental
authority as a
refund of VAT.
The General
Partners shall be
entitled to
disburse from the
VAT Account any
amount owed to a
governmental
authority in
respect of VAT
collected by the
Partnership and
any amount owed
to a Person as
VAT in respect of
the purchase of
Vehicles or any
other goods or
services acquired
by the
Partnership. If
there are
insufficient
funds in the VAT
Account to fund
any required
remittance or
payment of VAT
and there has not
occurred a
Trigger Event
which is
continuing, the
General Partners
may, at the same
time as a Capital
Call referred to
in paragraph 3.3(a)(ii),

require each
Limited Partner
to make a capital
contribution
equal to that
Limited Partner’s
share of such
shortfall
(calculated, as
between the
General Partners
and the Limited
Partners, pro
rata based on the
portion of the
Funded Amount
attributable to
the General
Partners, on the
one hand, and the
Limited Partners,
on the other
hand, and as
between the
Limited Partners,
to be effected in
accordance with
subsection 3.3(a))
provided
that the General
Partners make a
capital
contribution at
the same time in
an amount equal
to their share of
such shortfall,
with each General
Partner
contributing to
such shortfall on
a basis to be
determined by the
General Partners.
If a









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Trigger
Event has
occurred and is
continuing, the
General Partners
shall be solely
responsible for
making capital
contributions to
the VAT Account
to cover any
shortfall. The
General Partners
shall cause the
Partnership to
return to the
Partners in cash
all amounts so
contributed on
the earliest
Remittance Date
from amounts
deposited into
the VAT Account,
including in
respect of input
tax credits
claimed by the
Partnership; all
such amounts
shall be
distributed to
the Limited
Partners on a pro
rata basis based
on the
outstanding
Funded Amount for
each Limited
Partner
(excluding any
amounts funded
through the
issuance of
Bonds) until such
time as each
Limited Partner
has had returned
to it all amounts
contributed by it
pursuant to this
Section 4.8.
Provided that a
Trigger Event has
not occurred and
is continuing,
the funds to be
deposited into
the VAT Account
may be co-mingled
with the funds
deposited into
the Rental
Account and/or
the Vehicle
Account, subject
to the
maintenance of
separate
accounting
records in
respect of each
of the VAT
Account, the
Rental Account
and the Vehicle
Account.









	4.9	  	         Eligible Investments






Pending
the distribution
required or
allowed herein,
the General
Partners may use
funds in the
Rental Account,
the Vehicle
Account and the
VAT Account to
purchase Eligible
Investments for
the Partnership.
The General
Partners agree to
ensure that
amounts on
deposit in such
accounts shall be
available in same
day funds on the
Business Day
immediately
preceding each
Remittance Date
(except that any
amounts used to
purchase Eligible
Investments
issued by BMO
shall be
available in same
day funds on the
Remittance Date).









	4.10	  	         Periodic Allocation of Net Income






Net
Income in respect
of any Settlement
Period will be
allocated as at
the end of such
period as follows:




	 	(a)	 	first, where an amount of Net Loss has previously been allocated to a Limited
Partner and has not been recovered by such Limited Partner pursuant to the operation
of this provision, to such Limited Partner, provided that if both Limited Partners
have not recovered previously allocated Net Losses, Net Income allocated pursuant to
this subsection 4.10(a) shall be allocated as between the Limited Partners, for
each period in respect of which Net Losses were previously allocated and commencing
with the earliest of such periods, on the same basis as the related Net Losses were
allocated between the Limited Partners for each of such periods;

	 
	 	(b)	 	second, where an amount of Net Loss has previously been allocated to a General
Partner and has not been recovered by such General Partner pursuant to the operation
of this provision, to such General Partner, provided that if both General Partners
have not recovered previously allocated Net Losses, Net Income allocated pursuant to
this subsection 4.10(b) shall be allocated as between the General Partners on
the same basis as the related Net Losses were allocated between the General Partners
at the time that such Net Losses were allocated;

	 
	 	(c)	 	third, to the Limited Partners up to the cumulative amount distributed to the
Limited Partners pursuant to subsections 4.6(c) and 4.6(c)(ii) to the extent not
previously allocated to the Limited Partners pursuant to the operation of this
provision; and

	 
	 	(d)	 	fourth, to the General Partners as to the remainder on the following basis:






	 	(i)	 	each of the General Partners will receive an amount equal to a 15%
annualized rate of return computed on a monthly basis based upon the then
current amount of their respective General Partner’s Capital Account (the
“Notional Return”), provided that if there is insufficient Net Income to
generate such return, then each General Partner will receive Net Income on a
pro rata basis based upon the relative amount of such General Partner’s
Capital Account to the General Partners’ Capital Accounts; and











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	 	(ii)	 	the remainder to each General Partner on a pro rata basis based upon the
Relative Revenue Contribution of such General Partner for such Settlement
Period.











	4.11	  	         Periodic Allocation of Net Loss






Net Loss
in respect of any
Settlement Period
will be allocated
as at the end of
such period as
follows:




	 	(a)	 	first, to the General Partners up to a maximum amount equal to the aggregate of:






	 	(i)	 	the aggregate Capital Accounts of the General Partners immediately prior to the end of the related Settlement Period, and

	 
	 	(ii)	 	the aggregate of any amounts that the General Partners contribute to the
Partnership as capital (other than such amounts that have already been
included in (i) above) on or before the Remittance Date in respect of the
related Settlement Period to cover the Net Loss in respect of the related
Settlement Period;






with such amount being allocated as between the General Partners on the basis that
each General Partner will receive its allocation in accordance with the following
formula:


((A + B + C) x D) — B


where:




A = the GP Losses for such Settlement Period




B = such General Partner’s Notional Return for such Settlement Period




C = the other General Partner’s Notional Return for such Settlement Period




D = the Relative Revenue Contribution for such General Partner for such Settlement Period




	 	(b)	 	second, to the Limited Partners as to the remainder, on a pro rata basis based on
the amount of the Limited Partner’s Capital Account of each Limited Partner.











	4.12	  	         Fiscal Period Allocation of Net Income or Net Loss






Net
Income or Net
Loss in respect
of any Fiscal
Period will be
allocated as at
the end of such
Fiscal Period as
follows:




	 	(a)	 	where the Partnership has earned Net Income in respect of the Fiscal Period, there
shall be allocated to each General Partner or each Limited Partner, as the case may
be, the amount by which






	 	 (i)	 	the aggregate of the amounts allocated to such Person pursuant to
Section 4.10 in respect of Settlement Periods ending in the Fiscal
Period





exceeds




	 	(ii)	 	the aggregate of the amounts allocated to such Person pursuant to Section 4.11
in respect of Settlement Periods ending in the Fiscal Period,





but the aggregate amount so allocated shall not exceed the Net Income in respect of such Fiscal
Period; and




	 	(b)	 	where the Partnership has realized Net Loss in respect of the Fiscal Period, there
shall be allocated to each General Partner or each Limited Partner, as the case may
be, the amount by which






	 	 (i)	 	the aggregate of the amounts allocated to such Person pursuant to
Section 4.11 in respect of Settlement Periods ending in the Fiscal
Period











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exceeds




	 	(ii)	 	the aggregate of the amounts allocated to such Person pursuant to Section 4.10
in respect of Settlement Periods ending in the Fiscal Period,





but the aggregate amount so allocated shall not exceed the Net Loss in respect of such Fiscal
Period.



Where the
Partnership has
Net Income for a
Fiscal Period, no
loss shall be
allocated to any
Partner in
respect of such
Fiscal Period.
Where the
Partnership has
Net Loss for a
Fiscal Period, no
income shall be
allocated to any
Partner in
respect of such
Fiscal Period.









	4.13	  	         Allocation of Taxable Income






Taxable
Income in respect
of any Fiscal
Period will be
allocated as at
the end of such
Fiscal Period as
follows:




	 	(a)	 	first, to each of the Limited Partners up to the amount of Net Income allocated to
each of them in respect of the Fiscal Period pursuant to subsection 4.12(a); 
and

	 
	 	(b)	 	second, to the General Partners as to the remainder, on the following basis:






	 	 (i)	 	first, each of the General Partners will receive its Annual Notional
Return, provided that if there is insufficient Taxable Income to generate
such return, then each General Partner will receive Taxable Income on a
pro rata basis based upon the relative amount of such General Partner’s
Capital Account to the General Partners’ Capital Accounts; and

	 
	 	(ii)	 	second, to the Avis General Partner, an amount (the “Avis GP Adjustment”)
equal to:






(A — B) x C




where:




	 	 	 A = 	Avis Taxable Adjustment

	 
	 	 	 B = 	Amortized Avis Taxable Amount

	 
	 	 	 C = 	capital cost allowance rate for Class 16 as listed in Schedule II
of regulations to the Income Tax Act (Canada)






provided that in respect of the Fiscal Period in which the Class 16 Date occurs the amount
to the Avis General Partner hereunder shall be the Avis Taxable Adjustment less the sum of the
amounts determined pursuant to subparagraph 4.13(b)(ii) for all prior Fiscal Periods and in
respect of each Fiscal Period thereafter the amount to the Avis General Partner hereunder shall
be nil; and




	 	(iii)	 	the remainder to each General Partner on a pro rata basis based upon the
Annual Relative Revenue Contributions of such General Partner for such
Fiscal Period.





Where the
Partnership has
Taxable Income
for a Fiscal
Period, no loss
shall be
allocated to any
Partner in
respect of such
Fiscal Period.
Where the
Partnership has
Taxable Loss for
a Fiscal Period,
no income shall
be allocated to
any Partner in
respect of such
Fiscal Period.









	4.14	  	         Allocation of Tax Loss






Tax Loss
in respect of any
Fiscal Period
will be allocated
as at the end of
such Fiscal
Period as follows:




	 	(a)	 	first, to each of the Limited Partners up to the amount of Net Loss allocated to
each of them in respect of the Fiscal Period pursuant to subsection 4.12(b); 
and











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	 	(b)	 	second, as to the remainder, to each of the General Partners in accordance with
the following formula:





The
greater of nil
and ((A + B + C)
x D) —  E



where:




	 	 	 A = 	the Tax Losses for such Fiscal Period which have not been allocated
pursuant to subsection 4.14(a)

	 
	 	 	 B = 	the Avis General Partner’s Annual Notional Return for such Fiscal
Period plus the Avis GP Adjustment

	 
	 	 	 C = 	the Budget General Partner’s Annual Notional Return for such Fiscal
Period

	 
	 	 	 D = 	the Annual Relative Revenue Contribution for such General Partner
for such Fiscal Period

	 
	 	 	 E = 	in respect of the Avis General Partner, B and, in respect of the
Budget General Partner, C





Where the
Partnership has
Taxable Income
for a Fiscal
Period, no loss
shall be
allocated to any
Partner in
respect of such
Fiscal Period.
Where the
Partnership has
Taxable Loss for
a Fiscal Period,
no income shall
be allocated to
any Partner in
respect of such
Fiscal Period.









	4.15	  	         Certain Funds to be Held in Trust






In the
event that the
Partnership
receives any
amounts to which
the Partnership
is not entitled,
the Partnership
shall hold such
amounts in trust
for the Person
who is entitled
to such amounts
free of any
encumbrance and
shall return such
amounts to such
Person as soon as
reasonably
practicable.








ARTICLE 5

BUSINESS AND OPERATIONS OF THE PARTNERSHIP










	5.1	  	         Authority of the General Partners






Except as otherwise provided herein, the
General Partners are authorized to carry on the business of the
Partnership, with full power and authority to administer, manage,
control and operate the business of the Partnership, and have all power
and authority to do any act, take any proceeding, make any decision and
execute and deliver any instrument, deed, agreement or document
necessary for or incidental to carrying out the business of the
Partnership for and on behalf of and in the name of the Partnership. No
Person dealing with the Partnership will be required to inquire into the
authority of the General Partners to do any act, take any proceeding,
make any decision or execute and deliver any instrument, deed, agreement
or document for and on behalf of or in the name of the Partnership.









	5.2	  	         Powers and Duties of General Partners







	 	(a)	 	In managing the business and affairs of the Partnership, the General Partners
shall utilize their own employees, business premises, owned or leased, and
communications and computer systems and these shall not be, and shall not be held
out to be, the employees, premises or systems of the Partnership.

	 
	 	(b)	 	The General Partners shall exercise their powers and discharge their duties under
this Agreement honestly, in good faith and in the best interest of the Partnership
and in connection therewith shall exercise the degree of care, diligence and skill
that a reasonably prudent Person would exercise in comparable circumstances, but
subject to the foregoing shall not be liable to the Limited Partners for any act,
omission or error in judgment made in good faith.











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	 	(c)	 	Neither the General Partners nor any Affiliate of the General Partners shall carry
on any activities outside the Partnership in a manner detrimental to the interests
of the Partnership. Without limiting the generality of the foregoing, neither the
General Partners nor any Affiliate of the General Partners shall, directly or
indirectly own, invest in or operate a rental car business or businesses in Canada
which compete with the car rental business of the Partnership provided that the
Budget General Partner may have an interest in the Budget Vancouver licensee or such
other entities that each Limited Partner approves, acting reasonably.

	 
	 	(d)	 	Unless a different standard is required by the terms of this Agreement, the
General Partners shall manage the business and affairs of the Partnership in a
manner consistent with the management by the Avis General Partner of its vehicle
rental business prior to June 1, 2004.

	 
	 	(e)	 	Without limiting the generality of Section 5.1, the General Partners shall
have the full power and authority to, and shall, on behalf and in the name of the
Partnership:






	 	(i)	 	acquire, insure and sell Vehicles;

	 
	 	(ii)	 	operate the Rental Account, the Vehicle Account and the VAT Account;

	 
	 	(iii)	 	pay the Expenses;

	 
	 	(iv)	 	commence or defend any action or proceeding in connection with the
Partnership (but where such action involves Vehicle Rental Agreements,
the General Partners may or may not, as appears more beneficial to the
Partnership, commence and defend actions in the name of the Partnership);

	 
	 	(v)	 	file on behalf of the Partnership returns required by any governmental
or like authority and make all related remittances and receive all
related refunds and credits;

	 
	 	(vi)	 	maintain as valid and effective all registrations, qualifications,
licences and permits necessary or desirable for the Partnership in the
conduct of its business; and

	 
	 	(vii)	 	do such other things as are in furtherance of or incidental to the
business of the Partnership or that are provided for in this Agreement.






	 	(f)	 	The General Partners shall take all actions required to qualify, continue and keep
in good standing the Partnership as a limited partnership and to maintain the
limited liability of each Limited Partner in each jurisdiction where the Partnership
may carry on business or own property and to cause the Partnership to be registered
as a “motor vehicle dealer” in those provinces of Canada where it is necessary or
advisable for the Partnership to be so registered.

	 
	 	(g)	 	The General Partners shall enter into Vehicle Rental Agreements in their own names
on behalf of the Partnership as undisclosed principal.

	 
	 	(h)	 	The General Partners shall, (i) in the conduct of the affairs of the
Partnership, put all Approved Dealers, Manufacturers and other Persons with whom the
Partnership does business in its own name on notice that each Limited Partner is not
liable for the obligations of the Partnership, and (ii) include in all Contracts
entered into in the name of the Partnership a notice or other provision to the
effect that the Partnership is a limited partnership (each of which conditions may
be satisfied by contracting in the name of the Partnership as a limited partnership).

	 
	 	(i)	 	The General Partners shall ensure that at all times (i) at least 80% of the
Partnership Vehicles are Partnership Program Vehicles, (ii) no more than 5%
of the Partnership Vehicles are manufactured by Nissan and no more than 10% of
the Partnership Vehicles are manufactured by Toyota, (iii) no more than 1%
of the Partnership Vehicles are manufactured by any one Manufacturer other than
Chrysler, Ford, GM or another Eligible Manufacturer, Nissan or Toyota, (iv) no
more than 1% of the Partnership Vehicles are service vehicles, (v) no more 










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	 	 	 	than 1% of the Partnership Program Vehicles have been purchased from either a Nissan
or Toyota Approved Dealer which has entered into a Repurchase Agreement pursuant to
which such Vehicles may be repurchased, and (vi) the average Original Book Value
of the Partnership Vehicles is not more than $40,000; for the purposes of this
subsection 5.2(i), any reference to a particular percentage of Partnership
Program Vehicles or Partnership Vehicles is a reference to a percentage of the
aggregate of (i) the Current Book Value of such Vehicles and (ii) the
amount of receivables from Eligible Manufacturers and Nissan and Toyota Approved
Dealers then outstanding in respect of the repurchase of Partnership Program
Vehicles or Partnership Vehicles, as the case may be, pursuant to Repurchase
Agreements with such Eligible Manufacturers and Nissan and Toyota Approved Dealers.

	 
	 	(j)	 	in buying Vehicles for the Partnership, other than pursuant to the Assignment And
Assumption Agreement, the General Partners shall (i) buy only Vehicles produced
by Manufacturers and only of the current model year or the immediately preceding
model year, (ii) buy Vehicles only from (A) Approved Dealers or
Manufacturers or (B) Avis or Budget System Members or the General Partners
pursuant to a Licensee Vehicle Assignment Agreement, (iii) buy from
Manufacturers and Approved Dealers only new Vehicles and only against a
Manufacturer’s invoice, (iv) buy from Avis or Budget System Members or the
General Partners pursuant to a Licensee Vehicle Assignment Agreement only Vehicles
that were new Vehicles when purchased by the relevant licensee and that have had no
intermediate owners (except for the General Partners 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 from Avis or Budget System
Members or pursuant to a Licensee Vehicle Assignment Agreement for a purchase price
that is (A) in the case of Partnership 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 Partnership Non-program
Vehicles, the fair market value of each Vehicle (which shall approximate the
original cash purchase price paid by the relevant Avis or Budget System Member 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
title to all Vehicles bought for the Partnership is registered in the name of either
the Partnership or a General Partner in accordance with Section 2.6.

	 
	 	(k)	 	The General Partners covenant and agree that in operating the business of the
Partnership they shall at all times in all material respects comply with and perform
each term, condition, representation, warranty and covenant required to be complied
with or performed by the lessor under each Vehicle Rental Agreement and will not
take or omit to take any action that would cause any failure by the Partnership to
so comply with and perform in all material respects each term, condition,
representation, warranty and covenant required to be performed by the lessor under
each Vehicle Rental Agreement.

	 
	 	(l)	 	The General Partners shall do or cause to be done all such acts and things as a
reasonable and prudent operator of a Vehicle rental business would do in order to
maintain, use, operate and manage the property, assets and undertaking of such
business which are necessary or of advantage to the proper conduct of the business.

	 
	 	(m)	 	The General Partners shall at their own expense maintain the Partnership 
Vehicles in good repair, working order and condition and, in the case of a Vehicle
subject to a Repurchase Agreement, to the standard required by the relevant
Repurchase Agreement.

	 
	 	(n)	 	The General Partners shall indemnify and hold harmless the Partnership against any
obligation of the Partnership to reimburse a Manufacturer for any allowance or
rebate paid by










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	 	 	 	a Manufacturer to a General Partner in connection with the sale of Partnership Vehicles to the Partnership.

	 
	 	(o)	 	The General Partners shall at their own expense provide insurance for the business
of the Partnership and for the Partnership Vehicles, in respect both of losses
and third party liability, as set out in Schedule F and shall pay all premiums
on such insurance on a timely basis and shall maintain fully funded all escrow or
trust accounts required to be funded by the terms of such insurance. Third party
underwriters of such insurance shall meet the credit standard set out in subsection 2.7(k).
The General Partners shall indemnify and hold the Partnership harmless
against all claims, losses and expenses within the deductible amounts (including,
for greater certainty, self insured amounts) under such insurance policies.

	 
	 	(p)	 	Each General Partner shall continue to (i) self insure against the first
$1,000,000 of claims relating to third party liability and collisions, (ii) at
its own expense make such self insurance available to the Partnership and (iii) 
maintain adequate reserves in respect of such self insurance.











	5.3	  	         Restrictions on Operations and Activities






The
General Partners
will manage and
conduct all
aspects of the
day-to-day
operations and
other activities
of the
Partnership,
subject, however,
to the following
restrictions:




	 	(a)	 	the Partnership shall not have employees;

	 
	 	(b)	 	the Partnership shall not own or lease real property;

	 
	 	(c)	 	the Partnership shall not borrow money (although it may buy Vehicles on the
ordinary payment terms of Approved Dealers or Manufacturers);

	 
	 	(d)	 	the Partnership shall not create, give or suffer to exist any mortgage, lien,
charge, encumbrance or security interest over its assets except that it may give
Qualified PMSI’s to Approved Dealers or Manufacturers;

	 
	 	(e)	 	the General Partners shall use all commercially reasonable efforts to ensure that
Partnership Vehicles are not used (i) in any manner that would cause such
Vehicles to become ineligible for repurchase under a Repurchase Agreement, (ii) in
any manner that could subject such Vehicles to confiscation, or (iii) for any
illegal purposes; and

	 
	 	(f)	 	the Partnership’s sole assets shall be (i) cash and Eligible Investments in
the Rental Account, the Vehicle Account and the VAT Account, (ii) receivables
from credit card issuers, the General Partners, Vehicle rental customers,
Manufacturers and governmental authorities, (iii) Vehicles, (iv) Vehicle
Rental Agreements, (v) Repurchase Agreements and agreements that would
constitute Repurchase Agreements except for the fact that they have not been
approved in writing by the Rating Agency, (vi) contractual rights to buy
Vehicles from Approved Dealers, and (vii) insurance policies.











	5.4	  	         Program Negotiation Vehicles







	 	(a)	 	It is recognized that the Partnership may purchase between October 1 in any
year and March 31 of the following year Vehicles of the upcoming model year
manufactured by an Eligible Manufacturer whose current model year Vehicles are
subject to a Repurchase Agreement and from whom the Partnership has received (i) a
letter of undertaking stating that the Eligible Manufacturers will repurchase
Vehicles of the upcoming model year sold by such Eligible Manufacturer to the
Partnership which qualify for repurchase pursuant to a Repurchase Agreement with
such Eligible Manufacturers the terms of which are in the process of being finalized
and (ii) a draft of the repurchase agreement for the upcoming model year which
the Eligible Manufacturer has indicated it is willing to enter into. Such Vehicles
are referred to herein as “Program Negotiation Vehicles”. The General Partners










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	 	 	 	shall deliver a signed copy of any such letter of undertaking to each Securitization Agent
and the Rating Agency as soon as reasonably practicable and, in any event, prior to
the Partnership purchasing Program Negotiation Vehicles from the relevant Eligible
Manufacturer.

	 
	 	(b)	 	Subject to the following sentence, Program Negotiation Vehicles shall be deemed to
be Partnership Program Vehicles for the purposes of subsection 5.2(i) hereof and
the definition of “Depreciation”. If a Repurchase Agreement between the Partnership
and an Eligible Manufacturer in respect of vehicle models for a particular year is
not entered into by February 28 of such year or, if such Repurchase Agreement has
been entered into by February 28 of such year but the Rating Agency has notified the
Partnership in writing within 30 days of receipt of a signed copy of such
Repurchase Agreement that it is not satisfied with the terms and conditions of such
Repurchase Agreement, then thereafter for all purposes hereof all of the Partnership Vehicles
covered by such Repurchase Agreement shall be deemed to be Partnership
Non-program Vehicles.

	 
	 	(c)	 	When and to the extent the General Partners make a Capital Call for the purpose of
funding the purchase of Program Negotiation Vehicles, for every $1.00 called from
the Partners, any General Partner must make, simultaneously with the payment from
the Limited Partners, an additional capital contribution by way of immediately
available funds deposited to the Vehicle Account of $0.0930.

	 
	 	(d)	 	If a Repurchase Agreement between the Partnership and an Eligible Manufacturer in
respect of vehicle models for a particular year is entered into prior to February 28
of such year and the Rating Agency has not notified the Partnership in writing
within 30 days of receipt of a signed copy of such Repurchase Agreement that it
is not satisfied with the terms and conditions of such Repurchase Agreement, then
thereafter for all purposes hereof the Partnership Vehicles covered by such
Repurchase Agreement shall be deemed to be Partnership Program Vehicles and the
relevant General Partner shall be entitled to a distribution from the Partnership of
the amount, without interest, by which its additional capital contribution in
respect of the Program Negotiation Vehicles was greater than it would have been had
such Vehicles been Partnership Program Vehicles when purchased (the
“PNV Excess”).
For the purpose of making a distribution under this subsection 5.4(d), the
General Partners may, if there exists no Trigger Event which is continuing, make a
Capital Call on each Limited Partner for an amount up to the PNV Excess (such
Capital Call, as between the Limited Partners, to be effected in accordance with
subsection 3.3(a)) and the proceeds may be used to distribute to the relevant
General Partner an amount equal to the PNV Excess for such General Partner provided
that the aggregate balance in the General Partners’ Capital Accounts shall continue
to be equal to or exceed the General Partners’ Capital Commitment. For greater
certainty, this subsection 5.4(d) does not increase the number of times (five
per calendar month) when the Limited Partners may be called upon to make Capital
Calls. A Repurchase Agreement entered into by the Partnership after the occurrence
of a Trigger Event which is continuing shall not be effective for the purposes of
this subsection 5.4(d) unless it shall have been approved by the Rating Agency,
the Bay Street Securitization Agent and the STARS Securitization Agent.











	5.5	  	         Commingling of Partnership Assets






Subject
to any monthly
remittance of
Rental Revenues
pursuant to
Section 4.4,
the funds and
assets of the
Partnership shall
not be commingled
with the funds or
assets of any
other Person
(including those
of the General
Partners).









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	5.6	  	         Fees of the General Partners






The
General Partners
shall not be
entitled to any
fees as general
partners of the
Partnership. As
compensation for
managing the
Partnership and
providing certain
products and
services, the
General Partners
shall receive the
Net Income
allocated to them
in accordance
with Section 
4.10.









	5.7	  	         Written-Off or Salvage Partnership Vehicles






The
General Partners
hereby covenant
and agree that if
any Partnership Vehicle
is
damaged, whether
by theft, fire,
accident or act
of God, and (a) the
extent
of such damage
results in the
value of such
Partnership Vehicle
being
less than the
Current Book
Value thereof and
(b) as a
result of such
damage such
Partnership Vehicle
is no
longer able to
generate Rental
Revenue, one of
the General
Partners shall
make a cash
capital
contribution in
an amount equal
to the Current
Book Value of
such Partnership Vehicle.

Such capital
contribution
shall be effected
by such General
Partner
depositing such
amount to the
Vehicle Account
no later than the
next occurring
Remittance Date.








ARTICLE 6

BOOKS AND RECORDS AND PROVISION OF INFORMATION










	6.1	  	         Books of Account






The
General Partners
will keep and
maintain full,
complete and
accurate books of
account and
records of the
business of the
Partnership. The
Partnership books
shall be kept at
the principal
office from time
to time of the
Avis General
Partner. During
the existence of
the Partnership
and for a period
of three years
thereafter, such
books of account
and records shall
be made available
for inspection by
each Limited
Partner or its
duly authorized
representatives
during normal
business hours at
the principal
office of the
Avis General
Partner.









	6.2	  	         Annual Report and Income Tax Information







	 	(a)	 	In addition to the reports required by Article 4, within 60 days after the
end of each Fiscal Period, the General Partners shall deliver to each Limited
Partner:






	 	(i)	 	an annual report in respect of such Fiscal Period containing:






	 	(A)	 	unaudited financial statements of the Partnership as at the end of,
and for, such Fiscal Period (prepared in accordance with Canadian GAAP
except as otherwise required by the terms of this Agreement), with
comparative financial statements as at the end of, and for, the
immediately preceding Fiscal Period, if any, containing a balance
sheet, a statement of income, a statement of changes in financial
position and a statement of Partner’s equity;

	 
	 	(B)	 	a report on allocations and distributions to Partners; and

	 
	 	(C)	 	such other information as in the opinion of the General Partners is
material to the business of the Partnership; and






	 	(ii)	 	information concerning the amount of Taxable Income or Tax Loss and credits
and charges to capital accounts allocated to each Limited Partner and such
other information as is necessary to enable such Limited Partner to file
income tax returns and partnership returns with respect to such Limited
Partner’s income or loss from the Partnership in respect of such Fiscal
Period.






	 	(b)	 	Within 105 days of the end of each Fiscal Period, the General Partners shall
deliver to each Limited Partner the statements referred to in subparagraphs 6.2(a)(i)(A)
and (B) with a report of the Auditors thereon.











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	6.3	  	         Fleet Reports






On each
Settlement Date,
the General
Partners will
make available a
Fleet Report to
each Limited
Partner.









	6.4	  	         Financial Reports of the Partnership






The
General Partners
shall deliver to
each Limited
Partner within 60 days
of the
end of each of
the first three
fiscal quarters
of each Fiscal
Period a copy of
the unaudited
income and cash
flow statements
and the unaudited
balance sheet of
the Partnership
as at and for the
period then ended.









	6.5	  	         Financial Reports of the General Partners and CCRG Canada ULC






Each
General Partner
shall deliver to
each Limited
Partner within 60 days
of the
end of each of
the first three
fiscal quarters
of each fiscal
period of such
General Partner a
copy of the
unaudited income
and cash flow
statements and
the unaudited
balance sheet of
such General
Partner as at and
for the period
then ended and,
as soon as
available but not
later than 105 days
after
the end of each
fiscal period of
such General
Partner, a copy
of the income and
cash flow
statements and
the balance sheet
of such General
Partner as at and
for the period
then ended. Each
General Partner
shall cause CCRG
Canada ULC to
deliver to each
Limited Partner
within 60 days
of the end
of each of the
first three
fiscal quarters
of each fiscal
period of CCRG
Canada ULC a copy
of the unaudited
income and cash
flow statements
and the unaudited
balance sheet of
CCRG Canada ULC
as at and for the
period then ended
and, as soon as
available but not
later than 105 days
after
the end of each
fiscal period of
CCRG Canada ULC,
a copy of the
audited income
and cash flow
statements and
the audited
balance sheet of
CCRG Canada ULC
as at and for the
period then ended.









	6.6	  	         Repurchase Agreements






The
General Partners
shall provide to
the STARS
Securitization
Agent, the Bay
Street
Securitization
Agent and the
Rating Agency
copies of all
Repurchase
Agreements
entered into by
the Partnership
promptly after
they have been
entered into by
the Partnership
and, in any event
within 30 days
after they
have been entered
into by the
Partnership.








ARTICLE 7

PARTNERSHIP GOVERNANCE










	7.1	  	         Powers Exercisable by the Limited Partners






In
addition to all
other powers
conferred upon
them by this
Agreement:




	 	(a)	 	each Limited Partner may appoint an Additional General Partner to the Partnership
in accordance with subsection 8.3(a);

	 
	 	(b)	 	the Limited Partners (acting together) may waive any default on the part of the
General Partners on such terms as the Limited Partners may determine and release it
from any claims in respect thereof;

	 
	 	(c)	 	the Limited Partners (acting together) may continue the Partnership if the
Partnership would otherwise be terminated by operation of the Act;

	 
	 	(d)	 	the Limited Partners (acting together) may consent to any compromise or
arrangement by the Partnership with any creditor or creditors, or class or classes
of creditors, or with the holders of any shares or securities of the General
Partners;

	 
	 	(e)	 	the Limited Partners (acting together) may waive any or all of the restrictions
set out in Section 5.3, provided that if one of the Limited Partners does not
agree to waive any of such restrictions and the Limited Partnership Interest of
such Limited Partner is purchased by a










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	 	 	 	General Partner pursuant to Section 8.4, the remaining Limited Partner may waive such restrictions; and

	 
	 	(f)	 	each Limited Partner may extend its Normal Course Termination Date,





but, except with the consent of the Rating Agency, the Limited Partners may not exercise any of
these powers if the result of so doing would be to cause a lowering of the Rating Agency’s rating
of the Notes.









	7.2	  	         Amendment to Partnership Agreement






This
Agreement may be
amended by mutual
agreement of the
General Partners
and each Limited
Partner and, if
the amendment is
material, the
Rating Agency,
provided that
such amendment,
whether initiated
by the General
Partners or a
Limited Partner,
may not in any
manner allow a
Limited Partner
to take part in
the control of
the business of
the Partnership.









	7.3	  	         Assignment of Partnership Interests






No
Partner 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 part of
its interest in
the Partnership
except with the
consent of the
other Partners in
their absolute
discretion.
Notwithstanding
the foregoing:




	 	(a)	 	a Limited Partner may pledge its Limited Partnership Interest as security for
Notes and Bonds issued by it;

	 
	 	(b)	 	a Limited Partner may, subject to the rights of the General Partners in Section 8.4,
if a Trigger Event occurs and is continuing, transfer the whole or any
part of its Partnership Interest without the consent of the other Partners, who
shall be obligated for all purposes hereof to recognize such transfer, subject to
the condition that each such transferee pursuant to this subsection 7.3(b)
shall agree in writing with the other Partners to become a Partner and be bound by
the provisions of this Agreement; and

	 
	 	(c)	 	the Bay Street Limited Partner may at any time grant to one or more banks or other
institutions (each a “Liquidity Purchaser”) party to the Liquidity Agreement for the
Bay Street Limited Partner participating interests in this Agreement and the Bay
Street Limited Partner’s Limited Partnership Interest. In the event of any such
grant by the Bay Street Limited Partner of a participating interest to a Liquidity
Purchaser, the Bay Street Limited Partner shall remain responsible for the
performance of its obligations hereunder. Each of the General Partners and the other
Limited Partners agree that each Liquidity Purchaser shall be entitled to the
indirect benefits of all representations, warranties, covenants, agreements and
indemnities of each of the General Partners and other Limited Partners made or
contained in this Agreement through the Bay Street Limited Partner, all of which may
be enforced by the Bay Street Limited Partner for the benefit of itself and such
participants. For greater certainty, no such Liquidity Purchasers shall have any
direct rights hereunder.










ARTICLE 8

TRIGGER EVENTS AND DURATION OF PARTNERSHIP










	8.1	  	         Trigger Events






Each of
the following
shall be a
Trigger Event
hereunder:




	 	(a)	 	if the average of the ratio of (i) the Rental Revenues for a Settlement Period
to (ii) the sum of (A) Depreciation and Loss on Dispositions (if any) for
such Settlement Period and (B) the aggregate Funding Required Amount for the
Remittance Period ending in such Settlement Period, minus (C) Gain on
Dispositions (if any) for such Settlement Period, for










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

	 
	 	(b)	 	if the aggregate balance in the General Partners’ Capital Accounts at the end of a
Settlement Period is less than the General Partners’ Capital Commitment and remains
so for three Business Days after the next occurring Settlement Date;

	 
	 	(c)	 	the breach of the covenant contained in subsection 5.2(i) which breach
continues for five Business Days after a Settlement Date; provided, however, that if
such breach is caused by a Manufacturer ceasing to be an Eligible Manufacturer, then
such breach will not constitute a Trigger Event if within 30 days of its
occurrence the General Partners at their own expense have obtained for the benefit
of the Partnership credit enhancement satisfactory in form, source and amount to the
Rating Agency, the STARS Securitization Agent and the Bay Street Securitization
Agent in respect of those Partnership Vehicles that are subject to Repurchase
Agreements with such Manufacturer, and provided further that if the Securitization
Agent for one of the Limited Partners is not satisfied as to such form, source and
amount of credit enhancement, such Limited Partner shall provide notice of such
determination to the General Partners and the other Limited Partner (provided that
both Limited Partners are offered identical inducements or consideration in
connection with the relevant determinations), and such breach shall only constitute
a Trigger Event if the Limited Partnership Interest of the Limited Partner that is
related to the Securitization Agent providing such notice has not been purchased by
the applicable Option Closing Date in accordance with Section 8.4;

	 
	 	(d)	 	a General Partner making any unauthorized payment from the Rental Account, the
Vehicle Account or the VAT Account and failing to restore such payment within two
Business Days of becoming aware of it;

	 
	 	(e)	 	the failure by a General Partner to observe any other covenant herein which
failure could reasonably be expected to have a material adverse effect on the
Partnership, provided that if such breach of covenant is capable of being remedied,
it shall not constitute a Trigger Event unless it remains unremedied for five
Business Days after receipt of written notice from a Limited Partner;

	 
	 	(f)	 	the inaccuracy when made of a representation or warranty of a General Partner
herein which inaccuracy could reasonably be expected to have a material adverse
effect on the Partnership, provided that if such inaccuracy is capable of being
remedied, then it shall not constitute a Trigger Event unless it remains unremedied
for five Business Days after receipt of written notice from a Limited Partner;

	 
	 	(g)	 	the occurrence of a material adverse change since the date hereof in the financial
condition or operations of a General Partner or the Partnership which, in the
opinion of the STARS Securitization Agent or the Bay Street Securitization Agent,
after consultation with the Rating Agency and which opinion has been communicated in
writing to the General Partners and the other Limited Partner, could reasonably be
expected to result in a General Partner (i) being unable to satisfy its
obligations hereunder, (ii) becoming a bankrupt, or (iii) seeking the
protection of Insolvency Legislation, provided that if the Securitization Agent for
one of the Limited Partners provides such written communication, such occurrence
shall only constitute a Trigger Event if the Limited Partnership Interest of the
Limited Partner that is related to the Securitization Agent providing such written
notice has not been purchased by the applicable Option Closing Date in accordance
with Section 8.4;

	 
	 	(h)	 	a General Partner 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 such General Partner from
the party to whom the underlying obligation is










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	 	 	 	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;

	 
	 	(i)	 	a General Partner or the Partnership failing generally to pay its debts as they
become due or admitting its inability to do so or making a general assignment for
the benefit of creditors or being adjudicated a bankrupt or insolvent or seeking the
protection of Insolvency Legislation;

	 
	 	(j)	 	proceedings being taken by a third party against a General Partner or the
Partnership under Insolvency Legislation or a receiver being appointed over, or
execution being levied against, any material portion of the assets of such General
Partner or the Partnership, unless such proceedings are withdrawn or terminated with
prejudice to the applicant within 30 days of having been commenced;

	 
	 	(k)	 	any Notes being rated lower than R-1 (high) or its equivalent by the Rating
Agency or the STARS Securitization Agent or the Bay Street Securitization Agent
giving notice in writing to the General Partners that the Rating Agency has given
notice to it or the relevant Limited Partner that, unless the Partnership or the
ownership by such Limited Partner of its Limited Partnership Interest is
terminated, the Rating Agency will reduce the rating on any Notes below R-1 (high) or
its equivalent;

	 
	 	(l)	 	any series of Bonds being rated lower than AAA or its equivalent by the Rating
Agency or the STARS Securitization Agent or the Bay Street Securitization Agent
giving notice in writing to the General Partners that the Rating Agency has given
notice to it or the relevant Limited Partner that, unless the Partnership or the
ownership by such Limited Partner of its Limited Partnership Interest is
terminated, the Rating Agency will reduce the rating on any series of Bonds below
AAA or its equivalent;

	 
	 	(m)	 	the occurrence of an “Event of Default” as such term is defined in the Parent
Guarantee;

	 
	 	(n)	 	if at any time the Shareholders Equity of a General Partner is less than
$20,000,000 (for the purposes hereof, “Shareholders Equity” means the sum of (i) share
capital, (ii) contributed and other surplus and (iii) retained
earnings, minus the sum of (iv) goodwill and (v) other intangible assets);
 and

	 
	 	(o)	 	if the Normal Course Termination Date or a Liquidity Event has occurred in respect
of a Limited Partner and the relevant portion of the Limited Partnership Interest
of such Limited Partner has not been purchased by a General Partner
pursuant to Section 8.4(b) on such Normal Course Termination Date or the day on
which such Liquidity Event has occurred (provided that the Trigger Event shall occur
on the day immediately following such Normal Course Termination Date or the day on
which such Liquidity Event has occurred).





The General Partners shall be required to give to each Limited Partner and the Rating Agency
written notice forthwith upon becoming aware of the existence of a Trigger Event (other than one
described in subsection (g), (k), (l) or (o) of Section 8.1). The General Partners shall
be obligated to notify each Limited Partner, each Securitization Agent and the Rating Agency
forthwith upon learning of the occurrence of any material adverse change in the financial
condition or operations of a General Partner or the Partnership. Each Limited Partner shall be
required to give the other Limited Partner and the Rating Agency written notice forthwith upon
becoming aware of the existence of a Trigger Event.









	8.2	  	         Effect of a Trigger Event







	 	(a)	 	Upon the occurrence of a Trigger Event:






	 	 (i)	 	the General Partners shall not make any further Capital Calls or
purchase additional Vehicles for the Partnership;

	 
	 	(ii)	 	the General Partners shall immediately at their own expense cause to
be redelivered to the province in Canada where they registered any
Partnership Vehicle that is










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	 	 	 	outside Canada and no Partnership Vehicle shall be rented for a one-way rental for drop-off outside of
Canada;

	 
	 	(iii)	 	the General Partners shall
sell the Partnership Vehicles and the other
assets of the Partnership and wind up the business of the Partnership in an
orderly manner as expeditiously as practicable but in any event within six months
of the date of the Trigger Event; and

	 
	 	(iv)	 	distributions of cash from the Partnership to the Partners will be
made only as permitted by Section 8.5.






	 	(b)	 	The fact that a breach of a
General Partner’s covenant hereunder may constitute,
or may entitle a Limited Partner to declare, a Trigger Event shall not be construed
as a waiver of, or disentitle the Limited Partners from, other remedies at law or in
equity.











	8.3	  	         Additional General Partner







	 	(a)	 	If a Trigger Event under subsection (b), (c), (d), (e), (f), (g), (h), (i),
(j), (k), (l), (m) or (n) of Section 8.1 has occurred and is continuing, and if
the General Partners have not exercised their right under Section 8.4, either
Limited Partner shall be entitled to appoint an additional general partner to the
Partnership (the “Additional General Partner") who shall serve in addition to the
General Partners; provided, however, that at no time shall there be more than one
Additional General Partner appointed. Notwithstanding the foregoing sentence, if a
Trigger Event described in subsection 8.1(c) is a result solely of a
Manufacturer ceasing to be an Eligible Manufacturer, then such a Trigger Event shall
not give rise to a right of a Limited Partner to appoint an Additional General
Partner. Any Additional General Partner appointed in accordance with this Section 8.3
shall neither be (i) a “non-resident” within the meaning of the Income
Tax Act (Canada) nor (ii) a partnership that is not a “Canadian partnership”
under subsection 102(1) of the Income Tax Act (Canada). Upon its appointment,
the Additional General Partner shall agree in writing with each of the Limited
Partners to become a general partner of the Partnership and to be bound by the
provisions of this Agreement in the form attached hereto as Schedule H, make a
capital contribution to the Partnership of at least $10.00 and carry out the
functions that, in the absence of the Additional General Partner’s appointment, the
General Partners would be obligated to carry out hereunder after a Trigger Event. In
so doing, the Additional General Partner shall be bound to act in the best interest
of the Partnership. The income entitlement of the Additional General Partner shall
be set at a commercially marketable rate not to exceed 2% of the liquidation
proceeds of Partnership Vehicles. Prior to appointing an Additional General
Partner, the Limited Partner seeking to appoint such Additional General Partner
shall obtain the approval of the other Limited Partner, such approval not to be
unreasonably withheld.






	 	(b)	 	Upon appointment of the Additional General Partner, the Additional General Partner
shall control the Rental Account, the Vehicle Account, the VAT Account and all other
assets of the Partnership, to the exclusion of the General Partners. For greater
certainty, the General Partners will be entitled, after the appointment of an
Additional General Partner, to the distributions payable to the General Partners
under subsections 4.6(c) and 4.7(b).






	 	(c)	 	Upon the appointment of the Additional General Partner, the General Partners agree
to do all things and to take all steps to immediately effect the transfer of the
management, control, administration and operation of the Partnership and assets,
books, records and accounts thereof to the Additional General Partner, including the
execution and delivery of all deeds, certificates, declarations and other documents
which may be necessary or desirable to effect such change and to assign, transfer
and convey all of the undertaking, property and assets of the Partnership to the
Additional General Partner. Upon the appointment of an Additional General Partner,
the Partnership shall release and hold harmless the General Partners from any costs,
damages, liabilities or expenses suffered or incurred by the General Partners as a 










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	 	 	 	result of or arising out of events which occur in relation to the Partnership after
such appointment.

	 
	 	(d)	 	Each General Partner hereby irrevocably nominates, constitutes and appoints each
Limited Partner, with full power of substitution, as such General Partner’s agent
and true and lawful attorney to act on its behalf with full power and authority in
its name, place and stead to execute, swear to, acknowledge, deliver and record or
file as and where required any document that the Additional General Partner
determines to be necessary or desirable, in its sole opinion, in connection with the
assignment from the General Partners to the Additional General Partner of the
undertaking, property and assets of the Partnership as contemplated by subsection 8.3(c),
including the assignment from the General Partners to the Additional
General Partner of registered ownership of the Partnership Vehicles. The power of
attorney granted herein is irrevocable and is a power coupled with an interest and
extends to the successors and assigns of the General Partners. The General Partners
agree to be bound by any representation or action made or taken by either Limited
Partner pursuant to this power of attorney and hereby waive any and all defences
which may be available to contest, negate or disaffirm the action of each Limited
Partner taken in good faith under this power of attorney. The Limited Partners
agree, as between them, that, unless they otherwise agree, neither Limited Partner
will act under the powers of attorney granted by this subsection 8.3(d) without
the approval of the other.

	 
	 	(e)	 	The Additional General Partner may (subject to the last sentence of this subsection 8.3(e))
retain one or more agents, managers or servicers (collectively, a
“Servicer”) to assist the Additional General Partner in carrying out its functions
and responsibilities hereunder but the compensation of the Servicer shall be the
sole responsibility of the Additional General Partner and shall not be a Partnership
Expense and the appointment by the Additional General Partner of a Servicer shall
not relieve the Additional General Partner of any liabilities hereunder.











	8.4	  	         Certain Purchase Rights







	 	(a)	 	If a Trigger Event (except a Trigger Event pursuant to Sections 8.1(c), 8.1(g)
or 8.1(o), in each case only where the Limited Partnership Interest of the
relevant Limited Partner has not been purchased in accordance with this Section 8.4)
has occurred and is continuing, the General Partners (or such other Person as
may be designated by a General Partner) shall have the right, exercisable in
accordance with this Section 8.4, to purchase all, but not less than all, of the
Limited Partnership Interests from both Limited Partners.

	 
	 	(b)	 	If:






	 	 (i)	 	a Limited Partner fails to make an additional capital contribution
required to be made pursuant to Section 3.3(a) or a Limited Partner
fails to deposit any funds required to be deposited by it to the Vehicle
Account pursuant to Sections 3.3(a) or 4.7(a), in each case within
two Business Days of the day on which such capital contribution is
required to be made or such funds are to be deposited to the Vehicle
Account, as applicable;

	 
	 	(ii)	 	a Limited Partner fails to comply with Sections 2.16 or 2.17(a),
in each case within five Business Days of the day on which such Limited
Partner is first provided with notice of such non-compliance;

	 
	 	(iii)	 	the Normal Course Termination Date or a Liquidity Event occurs in respect
of a Limited Partner;

	 
	 	(iv)	 	any of the circumstances described in Section 9.7(a), (b) or
(c) will result in continuing payments to a Limited Partner of
Additional Amounts pursuant to Section 9.7 such that the aggregate
Additional Amounts payable in any calendar year










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	 	 	 	will exceed 0.25% of the Limited Partner’s Funded Amount for such Limited Partner as at the date
of such change in circumstance;

	 
	 	 (v)	 	a Limited Partner fails to provide its consent, agreement to or waiver
of a matter contemplated by Sections 7.1(c), 7.1(e), 8.1(c) or 8.1(g)
within five Business Days of the other Limited Partner providing such
consent, agreement or waiver, provided that both Limited Partners are
offered identical inducements or consideration for providing such
consent, agreement or waiver; or

	 
	 	(vi)	 	there occurs a Funding Termination Event referred to in clauses (c) or
(d) of the definition thereof,






the General Partners (or such other Person as may be designated by a General Partner)
shall have the right, exercisable in accordance with this Section 8.4, to purchase
(A) in the case of (i), (ii), (iii) and (iv) above, the portion of the Limited
Partnership Interest of such Limited Partner that has been funded through the issuance
of Notes or under its Liquidity Agreement or (B) in the case of (v) and (vi) above,
all, but not less than all, of such Limited Partner’s Limited Partnership
 Interest.




	 	(c)	 	The General Partners may exercise their rights pursuant to Sections 8.4(a) or
(b) (a “Purchase Right”) by delivering to the relevant Limited Partner or the
Limited Partners, as applicable (in either case, each a
“Selling Limited Partner”),
written notice (the “Partnership Interest Option
Notice”) of the exercise of the
Purchase Right not later than three Business Days after the occurrence of the
relevant event giving rise to such Purchase Right (except for an exercise of the
Purchase Right pursuant to subsection 8.4(b)(iii), in which case the Partnership
Interest Option Notice must be provided not later than five Business Days prior to
the relevant Normal Course Termination Date or the expiry of the relevant Liquidity
Agreement, as applicable). The Partnership Interest Option Notice must specify the
General Partner (or such other Person as may be designated by such General Partner)
who will purchase the Limited Partnership Interest of the Selling Limited Partner.
If the exercise of the Purchase Right is pursuant to Section 8.4(a), the
Partnership Interest Option Notice shall be delivered contemporaneously to both
Limited Partners and the Option Closing Date shall be the same date for both Limited
Partners. Delivery of a Partnership Interest Option Notice shall constitute a
binding agreement of purchase and sale pursuant to which the Selling Limited Partner
shall sell to the specified General Partner (or such other Person as may be
designated by such General Partner) and the specified General Partner (or such other
Person as may be designated by such General Partner) shall purchase from the Selling
Limited Partner, the Limited Partnership Interest of the Selling Limited Partner for
an aggregate purchase price (the “Option Purchase Price”) equal to (A) in the
case of an exercise of the Purchase Right pursuant to Sections 8.4(b)(i), (ii),
(iii) or (iv), the portion of the Limited Partner’s Funded Amount of the Selling
Limited Partner that has been funded through Notes issued or under its Liquidity
Agreement plus all unpaid, accrued and unaccrued Funding Required Amount (in each
case, calculated to the applicable maturity dates) in respect of Notes issued or
funding under its Liquidity Agreement by the Selling Limited Partner to fund its
Limited Partner’s Funded Amount that are outstanding as of the date of closing of
the transaction (the “Option Closing Date”) or (B) in the case of an exercise of
the Purchase Right pursuant to Sections 8.4(a) or 8.4(b)(v) or (vi), the Limited
Partner’s Funded Amount of the Selling Limited Partner plus any unpaid, accrued and
unaccrued Funding Required Amount (in each case, calculated to the applicable
maturity dates, or to the next Remittance Date in the case of Bonds) in respect of
Notes and Bonds issued or funding under its Liquidity Agreement by the Selling
Limited Partner to fund its Limited Partner’s Funded Amount that are outstanding as
of the date of the Option Closing Dates. In addition, the General Partners shall pay
for any costs and expenses associated with the unwinding of all or a portion of a
Hedging Transaction entered into by the Limited Partnership pursuant to section 3.4
as a result of such purchase and sale. For greater certainty, if the Purchase Right is










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	 	 	 	exercised pursuant to subsections 8.4(b)(i), (ii), (iii) or (iv), the
Selling Limited Partner shall remain a Limited Partner hereunder and shall continue
to be entitled to its rights hereunder, including the right to be paid applicable
amounts pursuant to Sections 4.6 and 4.7 until such time as its Limited
Partner’s Capital Account becomes zero, at which time such Selling Limited Partner
shall cease to be a Limited Partner hereunder.

	 
	 	(d)	 	The Option Closing Date shall occur on the fifth Business Day following receipt of
the Partnership Interest Option Notice by the Selling Limited Partner (except
for an exercise of the Purchase Right pursuant to subsection 8.4(b)(iii), in
which case the Option Closing Date shall occur on the Normal Course Termination Date
or the date on which the Liquidity Event occurs, as applicable). At closing and
against payment to the Selling Limited Partner of the Option Purchase Price in cash
or by bank draft or certified cheque, the Selling Limited Partner shall transfer to
the specified General Partner (or such other Person as may be designated by such
General Partner) all or a portion, as applicable, of its Limited Partnership
Interest free and clear of all encumbrances and shall deliver to the specified
General Partner:






	 	 (i)	 	executed copies of such assignments pertaining to such purchase and in
such form as may be reasonably required by the specified General Partner;
 and

	 
	 	(ii)	 	such other documents or instruments of conveyance or further assurance
as may be reasonably required by the specified General Partner.






	 	(e)	 	If agreed to by the Limited Partner that is not the Selling Limited Partner, such
Limited Partner may be the Person designated by the General Partner to purchase all
or a portion of the Limited Partnership Interest from the Selling Limited Partner
pursuant to this Section 8.4. Any other Person designated by a General Partner
to purchase all or a portion of the Limited Partnership Interest from the Selling
Limited Partner pursuant to this Section 8.4 must be approved by the other
Limited Partner and, if only a portion of the Limited Partnership Interest is being
purchased from the Selling Limited Partner, by the Selling Limited Partner, such
approvals not to be unreasonably withheld or delayed, provided that no such approval
shall be required if such designated Person is an Affiliate of a General Partner.

	 
	 	(f)	 	If a Trigger Event has occurred and is continuing, on the Option Closing Date and
prior to giving effect to the purchase and sale of all or a portion, as applicable,
of the Limited Partnership Interest on such date, all funds on deposit in the Rental
Account and the Vehicle Account shall be applied pursuant to and in accordance with
Section 8.5.











	8.5	  	         Distribution of Amounts in Accounts Upon Trigger Event






After the
occurrence of a
Trigger Event,
the General
Partners (or the
Additional
General Partner
if one has been
appointed
pursuant to
Section 8.3)
shall distribute
cash from the
Rental Account
and from the
Vehicle Account
as follows:




	 	(a)	 	from the Rental Account on each Remittance Date in the following priority:






	 	 (i)	 	first, to pay the expenses of liquidation and the debts and liabilities
of the Partnership to its creditors or to make due provision for the
payment thereof;

	 
	 	(ii)	 	second, if an Additional General Partner has been appointed pursuant
to Section 8.3, to pay to the Additional General Partner its income
entitlement for the Remittance Period ending on such Remittance Date,
together with the amount (if any) representing the income entitlement of
the Additional General Partner for prior Remittance Periods not yet paid
to the Additional General Partner;

	 
	 	(iii)	 	third, if the Settlement Report for the prior Settlement Period indicates
that the sum of Depreciation and Loss on Dispositions (if any) for such
Settlement Period exceeds Gain on Dispositions (if any) for such Settlement
Period, an amount equal to such excess shall be transferred to the Vehicle
Account, together with the amount (if any)










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	 	 	 	required to be transferred to the Vehicle Account pursuant to this paragraph 8.5(a)(iii) in respect of
prior Settlement Periods not yet transferred to the Vehicle Account;

	 	(iv)	 	fourth, to pay to each Limited Partner the amounts required to be paid
to it pursuant to subsection 4.6(c)(ii) on such date, on a pro rata
basis based on the respective amounts payable to each Limited Partner
pursuant to subsection 4.6(c)(ii) on such Remittance Date; and

	 
	 	 (v)	 	last, to pay to the General Partners the balance on a pro rata basis
based on the amounts in their respective Capital Accounts at such time.






	 	(b)	 	from the Vehicle Account on each Remittance Date in the following priority:






	 	 (i)	 	first, to pay any portion of the expenses of liquidation and the debts
and liabilities of the Partnership to its creditors or to make due
provision for the payment thereof not paid or provided for payment
pursuant to paragraph 8.5(a)(i);

	 
	 	(ii)	 	second, if an Additional General Partner has been appointed pursuant
to Section 8.3, to pay to the Additional General Partner any
amounts required to be paid to such Additional General Partner which
have not been paid pursuant to paragraph 8.5(a)(ii);

	 
	 	(iii)	 	third, to pay to each General Partner as a return of capital an amount
equal to any Temporary GP Contributions for such General Partner which have
not been previously repaid;

	 
	 	(iv)	 	fourth, to pay to each General Partner as a return of capital an amount
equal to any Payout Excess or PNV Excess for such General Partner which
has not been previously repaid, if and to the extent that after payments
pursuant to this paragraph 8.5(b)(iv) the aggregate balance of the
General Partners’ Capital Accounts would not be less than the General
Partners’ Capital Commitment;

	 
	 	 (v)	 	fifth, to pay to the Limited Partners any amounts required to be paid to
the Limited Partners pursuant to subsection 4.6(c)(ii) which have not
been paid pursuant to subsection 8.5(a)(iv), on a pro rata basis
based on such remaining unpaid amounts owing to each Limited Partner;

	 
	 	(vi)	 	sixth, to pay to the Limited Partners, pro rata, based on their
respective Limited Partner’s Funded Amounts, an amount equal to the
lesser of:






	 	(A)	 	the amount available to be distributed to the Limited Partners under
this Section 8.5(b)(vi); and

	 
	 	(B)	 	the aggregate of the Limited Partner’s Funded Amount of each Limited
Partner;






	 	(vii)	 	seventh, if an Additional General Partner has been appointed pursuant
to Section 8.3, to pay to the Additional General Partner an amount
equal to its capital account; and

	 
	 	(viii)	 	last, to pay to the General Partners the balance on a pro rata basis
based on the amounts in their respective Capital Accounts at such time.





For greater certainty, if any distributions are made pursuant to this Section 8.5, Sections 4.10
to 4.14 shall continue to be applicable, subject to such modifications as may
reasonably be required in the circumstances having regard to the respective entitlements of the
Partners.









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	8.6	  	         Negative Balance in Capital Account of General Partners






Neither
the Partnership
nor a Limited
Partner shall
have a claim
against the
General Partners
with respect to
any negative (i.e.,
 debit) balance
in its capital
account except to
the extent the
assets of the
Partnership are
insufficient to
pay debts,
liabilities and
obligations of
the Partnership
upon the
winding-up of the
business of the
Partnership.









	8.7	  	         Return of Capital






Except as
provided in this
Agreement, no
Partner shall
have the right to
demand or receive
a return of
Capital in a form
other than cash,
but nothing
herein shall
prohibit a return
of Capital in a
form other than
cash.









	8.8	  	         Dissolution of Partnership






Unless
otherwise agreed
to by the
Partners, the
Partnership shall
be terminated on
the dissolution
of the
Partnership. The
dissolution of
the Partnership
shall only
commence on March 30
of the
year following:




	 	(a)	 	the winding-up of the Partnership; or

	 
	 	(b)	 	the date upon which the balance of each Limited Partner’s Capital Account is zero,
provided that the General Partners at their option may, following such date,
continue and not dissolve the Partnership with one of them or a third party as
limited partner.











	8.9	  	         Liquidation of the Partnership’s Assets






In
connection with
the dissolution
of the
Partnership, the
General Partners
(or the
Additional
General Partner
if one has been
appointed
pursuant to
Section 8.3)
shall act as a
receiver and
liquidator of the
assets of the
Partnership and
shall settle the
accounts of the
Partnership and
liquidate its
assets, if any.









	8.10	  	         Termination of this Agreement






Upon the
completion of the
liquidation of
the assets of the
Partnership and
the distribution
of all the
Partnership
assets pursuant
to Section 8.5,
the General
Partners (or the
Additional
General Partner
if one has been
appointed
pursuant to
Section 8.3)
shall execute and
record any notice
of dissolution
prescribed by the
Act as well as
any other
documents
required to
effect the
dissolution of
the Partnership
and shall satisfy
all applicable
formalities of
Applicable Law.
The effective
date of the
dissolution of
the Partnership
shall be the date
of such notice of
dissolution.








ARTICLE 9

INDEMNIFICATION










	9.1	  	         Indemnification by the General Partners






Without
limiting any
other rights
which the Limited
Partners may have
hereunder or
under Applicable
Law, each General
Partner hereby
agrees to
indemnify each
Limited Partner
and its
respective
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,
and any costs
associated with
the appointment
of an Additional
General Partner
(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) the
liability of
such Limited
Partner not being
limited in the
manner provided
in Section 2.14
(unless the
liability of such
Limited Partner
is not so limited
as a result of
any act or
omission of such
Limited Partner)
or (b) a
breach or
violation of this
Agreement by a
General Partner,
excluding,
however, damages,
losses, claims,
liabilities,
costs and
expenses
resulting from
gross negligence
or wilful
misconduct on the
part of such
Limited Partner.
The obligations
of









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each General
Partner under
this Section 9.1
shall survive
any termination
of this
Agreement.
Without limiting
the generality of
the foregoing,
but subject to
the exclusions
referenced in (a) and
(b),
each General
Partner shall
indemnify the
Indemnified
Parties for
Indemnified
Amounts awarded
or incurred as
aforesaid
relating to or
resulting from:




	 	(i)	 	reliance on any representation, warranty or statement made by a General
Partner (or any of its officers) under, in or in connection with this
Agreement, any officer’s certificate or any information or report delivered by
the General Partners pursuant hereto or thereto, which shall have been false,
incorrect or inaccurate in any material respect when made;

	 
	 	(ii)	 	the failure by a General Partner to comply with any Applicable Law with
respect to any Partnership Vehicle or Vehicle Rental Agreement or the
non-conformity of any Vehicle Rental Agreement with any Applicable Law;

	 
	 	(iii)	 	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, the Partnership Vehicles;
 and

	 
	 	(iv)	 	any material failure of a General Partner to perform its covenants or
obligations in accordance with the provisions of this Agreement.











	9.2	  	         Notification of Potential Liability






Each of
the Partners
will, upon
learning of
potential
situations
involving
possible
liability under
this Article 9,
promptly
notify the other
Partners thereof
but a failure to
notify by a
Limited Partner
shall excuse a
General Partner
from its
liability
hereunder to such
Limited Partner
only if and to
the extent that
such General
Partner can
demonstrate that
the amount of its
liability to such
Limited Partner
would have been
less if it had
been given prompt
notice thereof.









	9.3	  	         Litigation






At the
request of a
Limited Partner,
each General
Partner shall, at
its expense,
co-operate with
such Limited
Partner in any
action, suit or
proceeding
brought by or
against such
Limited Partner
(and, at the
request of the
General Partners,
such Limited
Partner shall, at
the General
Partners’
expense,
co-operate with
the General
Partners in any
action, suit or
proceeding
brought by or
against a General
Partner) relating
to any of the
transactions
contemplated by
this Agreement,
any Partnership Vehicles
or
Vehicle Rental
Agreements (other
than an action,
suit or
proceeding by one
Partner against
the other). In
addition, each
General Partner
agrees to notify
each Limited
Partner and each
Limited Partner
agrees to notify
the General
Partners, at the
General Partners’
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 9.1
and (except for
an action, suit
or proceeding by
one Partner
against another
Partner) to
consult with such
Limited Partner,
concerning the
defence and prior
to settlement;
provided, however,
that if (a) the
General
Partners shall
have acknowledged
that Section 9.1
would cover
any judgment or
expenses in any
action, suit or
proceeding, and
(b) in the
sole
determination of
such Limited
Partner, the
General Partners
have the
financial ability
to satisfy such
judgment or
expenses, then
such General
Partner shall
have the right,
on behalf of such
Limited Partner
but at such
General Partner’s
expense, to
defend such
action, suit or
proceeding with
counsel selected
by such General
Partner, and
shall have sole
discretion as to
whether to
litigate, appeal
or enter into an
exclusively
monetary
settlement. If
the expenses of
defending any
action, suit or
proceeding
against the
Limited Partners
would be covered
by Section 9.1,
the Limited
Partners shall
conduct the
defence through
the same legal
counsel
acceptable to
both Limited
Partners,
provided that a
Limited Partner
may employ
separate legal
counsel if
representation by
the same legal
counsel would be
inappropriate due
to actual or
potential
differing
interests between
the Limited
Partners.









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	9.4	  	         Tax Indemnity






Each
General Partner
agrees to defend
and to save the
Indemnified
Parties harmless
from and against
any and all
liabilities
arising out of
the transactions
contemplated by
this Agreement
with respect to
or resulting from
any delay in
paying or any
omission to pay
any Taxes
otherwise
required under
this Agreement to
be paid or
withheld and
remitted by or on
behalf of such
General Partner
on its own
behalf, on behalf
of a Limited
Partner, on
behalf of the
Partnership or on
behalf of any
Vehicle rental
customers. If
such General
Partner shall be
required by
Applicable Law to
deduct or
withhold any
Taxes from or in
respect of any
sum payable by or
on behalf of the
Partnership to a
Limited Partner
hereunder or in
connection with
the execution,
delivery, filing
and recording
hereof and of the
other documents
to be delivered
hereunder and the
consummation of
the transactions
contemplated
hereby, or if a
Limited Partner
shall be required
to pay any Taxes
in respect of any
sum received by
such Limited
Partner from the
Partnership
hereunder:




	 	(a)	 	the sum payable to such Limited Partner shall be increased as may be necessary (or
an amount shall be owed to such Limited Partner) so that, after all required
deductions, withholdings or payments in respect of such Taxes have been made, such
Limited Partner receives or retains an amount equal to the sum that such Limited
Partner would have received or retained had no such deductions, withholdings or
payments been made;

	 
	 	(b)	 	such General Partner shall make such deductions or withholdings; and

	 
	 	(c)	 	such General Partner shall pay forthwith the full amount deducted or withheld to
the relevant taxation authority or other authority in accordance with Applicable Law
and will provide to such Limited Partner copies of such forms as are required to be
provided to such authority evidencing the payment by such General Partner.





For
greater
certainty, it is
hereby
acknowledged by
the parties
hereto that the
General Partners
shall not be
liable to
indemnify the
Indemnified
Parties under
this Section for
any Taxes payable
by, or required
to be withheld
by, the General
Partners on
account of Taxes
payable on the
income of a
Limited Partner,
Taxes payable by
virtue of the
non-resident
status of a
Limited Partner,
Taxes payable on
the capital of a
Limited Partner
or Taxes payable
by reason of any
breach of this
Agreement by a
Limited Partner.









	9.5	  	Tax Credit






If a
payment (a
“Grossed-Up
Payment”) made by
a General Partner
includes an
amount (a
“Gross-Up”)
referred to in
Section 9.4,
and the relevant
Limited Partner
is able to apply
for or otherwise
take advantage of
any tax credit,
deduction in
computing income
or similar
benefit by reason
of any
withholding or
deduction made by
such General
Partner in
respect of the
Grossed-Up
Payment (such
credit, deduction
or benefit
hereinafter being
referred to as a
“Tax Credit”),
then such Limited
Partner will, at
the expense of
the General
Partners, use
reasonable
endeavours to
obtain the Tax
Credit and, if it
realizes the Tax
Credit (whether
by way of
reducing taxes
payable,
receiving a tax
refund, or
otherwise), such
Limited Partner
shall, subject to
the provisos to
this Section 9.5,
pay to such
General Partner
such amount, if
any (not
exceeding the
Gross-Up) as is
determined in the
discretion of
such Limited
Partner to be
equal to the net
after-tax value
to such Limited
Partner of such
part of the Tax
Credit as is
reasonably
attributable to
such withholding
or deduction
having regard to
all dealings
giving rise to
similar credits,
deductions or
benefits in
relation to the
same tax period
and to the cost
of obtaining the
same. Any such
reimbursement
shall be
conclusive
evidence of the
amount due to
such General
Partner and shall
be accepted by it
in full and final
settlement of its
rights of
reimbursement
hereunder;
provided that
notwithstanding
the foregoing, (a) nothing

herein contained
shall interfere
with the right of
such Limited
Partner to
arrange its tax
affairs in
whatever manner
it deems fit and,
in particular,
such Limited
Partner shall not
be under any
obligation to
claim relief from
its profits or
similar tax
liability in
respect of any
such deduction or
withholding in
priority to any
other relief,
claims, credits
or deductions
available to it,
and (b) such
Limited Partner
shall not be
obligated to
disclose to the
General Partners
any information
regarding its tax
affairs or tax
computations;
provided,
further, that if,
as a result of (i) an
audit of
such Limited
Partner by its
auditors or by a
taxing authority,
or (ii) any
change to the
affairs of such
Limited Partner
or to the
available
information
concerning such
affairs, which
change is
relevant to the
determination
that
reimbursement
with respect to a
Tax Credit is
payable to such
General Partner
hereunder,









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such
Limited Partner
determines, in
its discretion,
that any such
payment made by
such Limited
Partner to such
General Partner
hereunder would
not have been
made had such
Limited Partner
known the results
of such audit or
anticipated such
change, or would
have been made in
a smaller amount,
then such General
Partner shall pay
to such Limited
Partner the
amount of such
payment which
such Limited
Partner so
determines to
have been an
overpayment.









	9.6	  	         Survival






It is
expressly
acknowledged and
agreed by the
parties hereto
that the
obligations of
the General
Partners under
this Article 9
shall survive
the consummation
of the
transactions
contemplated by
this Agreement
and,
notwithstanding
the occurrence of
such events,
shall continue in
full force and
effect.









	9.7	  	         Change in Circumstances






If at any
time:




	 	(a)	 	the introduction of or any change (including any change by way of imposition or
increase of any reserve requirements) in or in the interpretation or administration
of any Applicable Law by any court or governmental authority, in each case made
after the date hereof; or

	 
	 	(b)	 	the compliance by a Limited Partner, any liquidity agent or lender or liquidity
purchaser under the relevant Liquidity Agreement or the STARS Securitization Agent
or the Bay Street Securitization Agent, as applicable, or any of their respective
Affiliates (each, an “Affected Person”), with any changed or introduced guideline,
direction or request, or any change in the interpretation or administration thereof,
made after the date hereof from or by any governmental authority or professional
self-regulating or governing body (including, for greater certainty, the Office of
the Superintendent of Financial Institutions Canada, the Board of Governors of the
United States Federal Reserve System or any other body or entity governing
accounting treatment or reserve requirements) (whether or not having the force of
law); or

	 
	 	(c)	 	any Affected Person is required pursuant to any legal or regulatory requirement,
request, direction or guideline, or change in the interpretation or administration
thereof (including with respect to reserve, deposit, capital adequacy or similar
requirements), from or by any governmental authority or other body described in (b) above,
to post or allocate additional capital to that which is maintained by
any such Affected Person and any such posting or allocation of additional capital
(or any portion thereof) is determined by the Affected Person to be due to, related
to or as a result of the Affected Person’s direct or indirect (including through the
provision of liquidity support for the Notes) obligations under or related to this
Agreement,





has the effect of:




	 	(i)	 	(A) increasing the costs, expenses or liabilities of any Affected Person
(including as a result of a change in the Affected Person’s capital position),
as such costs, expenses or liabilities relate to the making or funding of
capital contributions hereunder or maintaining such Limited Partner’s Capital
Account or paying for, or maintaining or funding its commitments under, the
relevant Liquidity Agreement, (B) reducing the rate of return (on capital
or otherwise) to any Affected Person in connection with, or as a result of
such Affected Person either having to raise additional capital or incurring a
deteriorated capital position as a result of the making or funding of capital
contributions hereunder or maintaining such Limited Partner’s Capital Account
or paying for, or maintaining or funding its commitments under, the relevant
Liquidity Agreement, or (C) requiring the payment of any Taxes on or
calculated with reference to the capital or debt of any Affected Person; or

	 
	 	(ii)	 	reducing the amount of any Funding Discount Amount or Bond Interest Amount; 
or











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	 	(iii)	 	requiring any Affected Person to make a payment it would not otherwise
have been required to make,





the Partnership shall, from time to time upon demand by the relevant Limited Partner, pay to such
Limited Partner or the applicable Affected Person, simultaneously with the payment of the Funding
Discount Amount or the Bond Interest Amount, as the case may be, the amount of any such increased
costs incurred, expenses or liabilities incurred, reduction in amounts received or receivable,
reduction in rate of return or required payment made or to be made (the “Additional Amount”).
Such Limited Partner shall deliver to the Partnership a certificate setting forth its computation
of such Additional Amount, which computation may utilize such averaging and attribution methods
that such Limited Partner or the applicable Affected Person, acting reasonably, believes to be
fair. Upon becoming aware thereof, such Limited Partner shall promptly notify the Partnership of
any event or circumstance which could result in any payment being required to be made to such
Limited Partner pursuant to this Section 9.7.








ARTICLE 10

GENERAL










	10.1	  	         Amendments and Waivers






Except as
otherwise
specifically
provided for
herein, no
amendment or
waiver of any
provision of this
Agreement or
consent to any
departure by any
party herefrom
shall be
effective unless
the same shall be
in writing and
signed by the
other party or
parties and, if
material, by the
Rating Agency and
then such waiver
shall only be
effective in the
specific instance
and for the
specific purpose
for which it was
given. To the
extent that any
such amendment,
waiver or consent
is not material,
notice thereof
shall be provided
to the Rating
Agency as soon as
practicable after
such amendment is
made or such
waiver or consent
is given.









	10.2	  	         Further Assurances






Each of
the parties
shall, at the
expense of the
requesting party,
promptly do all
such acts and
things and shall
execute and
deliver, or cause
to be executed
and delivered,
all such
documents,
instruments,
indentures,
certificates and
agreements as may
be reasonably
necessary or
desirable to give
effect to the
provisions of and
intent of this
Agreement.









	10.3	  	         No Waiver; Remedies Cumulative






No
failure on the
part of any party
to exercise and
no delay in
exercising any
right hereunder,
or under any
agreement,
indenture,
document or
instrument
delivered
pursuant hereto
or in connection
herewith shall
operate as a
waiver thereof
nor shall any
single or partial
exercise of any
right hereunder
or thereunder
preclude any
other or further
exercise thereof
or the exercise
of any other
right. Remedies
herein and
therein provided
are cumulative
and not exclusive
of any remedies
provided by
Applicable Law.









	10.4	  	         Notices






Any
notice, report,
communication,
payment or demand
required or
permitted to be
given or made
hereunder shall
be in writing and
shall be
sufficiently
given or made for
all purposes if
delivered
personally or
transmitted by
telecopy or fax
to the party or
to an officer of
the party to whom
the same is
directed,
addressed as
follows:




	 	(a)	 	if to the Avis General Partner, addressed to it at:

	 
	 	 	 	Aviscar Inc.

1 Convair Drive East

Etobicoke, ON M9W 6Z9




	 	  Attention:	Controller

	 	  Fax No.:	(416) 213-8505










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with a copy to:



	 	 	 	Cendant Car Rental Group, Inc.

6 Sylvan Way

Parsippany, N.J.

USA 07054






	 	  Attention:	Chief Financial Officer

	 	  Fax No.:	(973) 496-5115







	 	  and	 






	 	  Attention:	Legal Department

	 	  Fax No.:	(973) 496-3444






and a copy to:




	 	 	 	Cendant Corporation

1 Campus Drive

Parsippany, New Jersey 07054






	 	  Attention:	Treasurer

	 	  Fax No.:	(973) 496-5852







	 	(b)	 	if to the Budget General Partner, addressed to it at:

	 
	 	 	 	Budgetcar Inc.

1 Convair Drive East

Etobicoke, ON M9W 6Z9






	 	  Attention:	Controller

	 	  Fax No.:	(416) 213-8505






with a copy to:




	 	 	 	Cendant Car Rental Group, Inc.

6 Sylvan Way

Parsippany, N.J.

USA 07054






	 	  Attention:	Chief Financial Officer

	 	  Fax No.:	(973) 496-5115







	 	  and	 






	 	  Attention:	Legal Department

	 	  Fax No.:	(973) 496-3444






and a copy to:




	 	 	 	Cendant Corporation

1 Campus Drive

Parsippany, New Jersey 07054






	 	  Attention:	Treasurer

	 	  Fax No.:	(973) 496-5852












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	 	(c)	 	if to the STARS Limited Partner, addressed to it at:

	 
	 	 	 	STARS Trust

c/o BNY Trust Company of Canada

Suite 1101, 4 King Street West

Toronto, ON M5H 1B6






	 	  Attention:	George Bragg,

President and Chief Executive Officer

	 	  Fax No.:	(416) 360-1711







	 	  and	 






	 	  Attention:	Patricia Benjamin,

Assistant Treasurer and Trust Officer

	 	  Fax No.:	(416) 360-1711





with a copy to the STARS Securitization Agent, addressed to it at:



	 	 	 	BMO Nesbitt Burns Inc.

1 First Canadian Place

3rd Floor Podium

Toronto, ON M5X 1H3






	 	  Attention:	Executive Managing Director,

Securitization and Structured Finance


	 	  Fax No.:	(416) 359-1910







	 	(d)	 	if to the Bay Street Limited Partner, addressed to it at:

	 
	 	 	 	Bay Street Funding Trust

c/o Montreal Trust Company of Canada

100 University Avenue

11th Floor

Toronto, Ont. M5J 2Y1






	 	  Attention:	Account Administrator

	 	  Fax No.:	(416) 981-9777





with a copy to the Bay Street Securitization Agent, addressed to it at:



	 	 	 	Scotia Capital Inc.

68th Floor, Scotia Plaza

40 King Street West

P.O. Box 4085, Station “A”

Toronto, Ontario

M5W 2X6






	 	  Attention:	Director, Securitization

	 	  Fax No.:	(416) 945-4534












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	 	(e)	 	and if to the Rating Agency, addressed to it at:

	 
	 	 	 	Dominion Bond Rating Service Limited

200 King Street West

Suite 1304

Sun Life Centre, West Tower

P.O. Box 34

Toronto, ON M5H 3T4






	 	  Attention:	Executive Vice President — Structured Finance

	 	  Fax No.:	(416) 593-8432






Any such
notice that is
given by personal
delivery shall be
deemed to have
been received on
the day of actual
delivery thereof
and any notice
given by telecopy
or fax shall be
deemed to have
been received on
the first
Business Day
after the
transmittal
thereof. A
Partner may
change its
address or fax
number by giving
written notice of
such change to
the other
Partners.









	10.5	  	         Limited Partner Not a General Partner






If any
provision of this
Agreement has the
effect of
imposing upon a
Limited Partner
any of the
liabilities or
obligations of a
general partner
under the Act,
such provision
shall be of no
force and effect.
The intention of
the parties
hereto in
entering into
this Agreement is
to form a limited
partnership and
to be in relation
as between
themselves and
toward others of
general partners
(Parties of the
First Part and
Second Part) and
limited partners
(Parties of the
Third Part and
Fourth Part) and
not general
partners and
general partners
and not debtors
and creditors and
not agents and
principals and
not trustees and
beneficiaries
(except that in
renting
Partnership Vehicles,
the
General Partners
will be the agent
of the
Partnership as
undisclosed
principal).









	10.6	  	         Limitation of Liability and Capacity






The
obligations or
liabilities of
the Limited
Partners under
this Agreement
shall be
satisfied only
out of the
property or
assets of STARS
Trust or Bay
Street Funding
Trust and no
resort shall be
had to the
property or
assets of BNY
Trust Company of
Canada or any of
their
shareholders,
directors,
officers,
employees or
agents or any of
the beneficiaries
of STARS Trust or
Bay Street
Funding Trust
(other than the
property or
assets of such
trusts). BNY
Trust Company of
Canada is
entering into
this Agreement on
behalf of STARS
Trust in its
capacity as
trustee of STARS
Trust, and this
Agreement shall
enure to the
benefit of and be
binding upon the
successors of BNY
Trust Company of
Canada in its
capacity as
trustee of STARS
Trust. Montreal
Trust Company of
Canada is
entering into
this Agreement on
behalf of Bay
Street Funding
Trust in its
capacity as
trustee of Bay
Street Funding
Trust, and this
Agreement shall
enure to the
benefit of and be
binding upon the
successors of
Montreal Trust
Company of Canada
in its capacity
as trustee of Bay
Street Funding
Trust.









	10.7	  	         Counterparts






This
Agreement may be
executed in any
number of
counterparts with
the same effect
as if all parties
hereto had all
signed the same
document. All
counterparts and
adopting
instruments shall
be construed
together and
shall constitute
one and the same
agreement.









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	10.8	  	         Binding Effect






This
Agreement shall
be binding upon
and enure to the
benefit of the
parties hereto
and, to the
extent permitted
hereunder, their
respective
successors and
assigns.



IN
WITNESS WHEREOF
the parties have
executed this
Agreement in the
City of Toronto
in the Province
of Ontario on
this 20th day of
April, 2005.



	 	 	 	 	 	 
	 	AVISCAR INC.



	 	by: 	/s/   David Calabria	 
	 	 	Name:  	David Calabria 	 
	 	 	Title:  	 Assistant Treasurer 	 
	 
	 	 	 	 
	 	by: 	/s/   Mark E. Costello	 
	 	 	Name:  	Mark E. Costello 	 
	 	 	Title:  	 Assistant Secretary 	 
	 





	 	 	 	 	 	 
	 	BUDGETCAR INC.


	 
	 	by: 	/s/   Edward P. Bertero
	 	 	Name:  	Edward P. Bertero 	 
	 	 	Title:  	 Sr. Vice President and Treasurer 	 
	 
	 	 	 	 
	 	by: 	/s/   Paul Gallagher
	 	 	Name:  	Paul Gallagher 	 
	 	 	Title:  	 Assistant Secretary 	 
	 





	 	 	 	 	 	 
	 	BNY TRUST COMPANY OF CANADA, as trustee of STARS TRUST (with liability limited to the assets of the trust) by its securitization agent, BMO NESBITT BURNS INC.


	 
	 	by: 	/s/   Jerry Marriott	 
	 	 	Name:  	Jerry Marriott 	 
	 	 	Title:  	 Vice President 	 
	 	 	 	 
	 	by: 	/s/   Chris Romano	 
	 	 	Name:  	Chris Romano 	 
	 	 	Title:  	 Managing Director 	 
	 









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	 	MONTREAL TRUST COMPANY OF CANADA, as trustee of BAY STREET FUNDING TRUST (with liability limited to the assets of the trust) by its administrator, SCOTIA CAPITAL INC.



	 	by: 	/s/   Doug Noe	 
	 	 	Name:  	Doug Noe 	 
	 	 	Title:  	 Director 	 
	 
	 	by:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




We hereby acknowledge and consent to this Agreement.

	 	 	 	 	 
	DOMINION BOND RATING SERVICE LIMITED



	 
	by 	/s/   Greg Nelson	 	 
	 	Name:  	Greg Nelson 	 
	 	Title:  	 Executive Vice President