EX-10.16



 








Exhibit 10.16




CONFORMED COPY




ADMINISTRATION AGREEMENT




          This ADMINISTRATION AGREEMENT, dated as of May 11, 2006 (this “Agreement”), is by and
among BUDGET TRUCK FUNDING, LLC, a Delaware limited liability corporation (“BTF”), BUDGET
TRUCK RENTAL, LLC, a Delaware limited liability corporation, as administrator (the
“Administrator”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking
association, not in its individual capacity but solely as Trustee (the “Trustee”) under the
Base Indenture (as defined herein).




          WHEREAS, BTF has entered into the Related Documents to which it is a party in connection with
the issuance of certain notes (the “Notes”) under the Base Indenture (as amended, modified
or supplemented from time to time in accordance with the provisions thereof, the “Base
Indenture”) and the applicable Series Supplements thereto (each a “Series Supplement”,
and the Base Indenture, together with all Series Supplements thereto, the “Indenture”);




          WHEREAS, pursuant to the Related Documents, BTF is required to perform certain duties in
connection with the Notes and the collateral pledged therefor pursuant to the Indenture (the
“Collateral”);




          WHEREAS, BTF desires to have the Administrator perform certain of its respective duties under
the Related Documents and to provide such additional services consistent with the terms of this
Agreement and the Related Documents as BTF may from time to time request; and




          WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for BTF on the terms set forth herein;




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




          1. Definitions and Usage. Unless otherwise specified herein, capitalized terms used
herein (including the preamble and recitals hereto) shall have the meaning assigned to such terms
in the Definitions List attached as Annex I to the Base Indenture, dated as of May 11, 2006 (the
“Base Indenture”), between BTF and the Trustee.




          2. Duties of the Administrator. (a) Certain Duties with Respect to the
Indenture. The Administrator agrees to perform the following duties on behalf of BTR under
the Indenture:





     (A) the preparation and delivery to the Trustee of written instructions with respect to
the investment of funds on deposit in any account specified in a Series Supplement and the
liquidation of such investments as required or permitted pursuant to the provisions of such
Series Supplement;



 









 






     (B) the preparation and delivery to the Trustee of the Daily Report required to be
prepared pursuant to Section 4.1(a) of the Base Indenture;




     (C) the delivery to the Trustee of copies of all reports, certificates, information or
other materials delivered to BTF under the BTF Lease pursuant to Section 4.1(b) of the Base
Indenture;




     (D) the preparation and delivery to the Trustee and the Paying Agent of the Monthly
Certificate required to be delivered pursuant to Section 4.1(c) of the Base Indenture;




     (E) the preparation and delivery to the Trustee of the Monthly Noteholders’ Statement
with respect to each Series of Notes required to be delivered pursuant to Section 4.1(d) of
the Base Indenture;




     (F) the preparation and delivery to the Trustee of the Officer’s Certificate pursuant
to Section 4.1(e) of the Base Indenture;




     (G) the preparation and delivery to the Trustee of the Officer’s Certificate pursuant
to Section 4.1(f) of the Base Indenture;




     (H) the preparation and delivery of any additional information regarding the financial
position, results of operations or business of the Lessee, the Guarantor, the Administrator,
or BTF as the Trustee may reasonably request to the extent that such information is
available to BTF pursuant to Section 4.1(g) of the Base Indenture and the Related Documents;




     (I) the preparation and delivery to the Trustee and the Paying Agent of written
instructions to make withdrawals from and payments to the Collection Account and any other
accounts specified in a Series Supplement and to make drawings under any Enhancement
pursuant to Section 4.1(h) of the Base Indenture and the provisions of any Series
Supplement;




     (J) the preparation of the Annual Noteholders’ Tax Statement pursuant to Section 4.2(b)
of the Base Indenture;




     (K) the delivery to any Noteholder and to any prospective purchaser of Notes of the
information required by Rule 144A(d)(4) of the Securities Act pursuant to Section 4.3 of the
Base Indenture;




     (L) the preparation and delivery to the Trustee of written instructions with respect to
the investment of amounts in the Collection Account in accordance with the Collection
Account Control Agreement pursuant to Sections 5.1(b) of the Base Indenture;




     (M) the preparation and delivery to the Trustee of written instructions to establish
and maintain appropriate Series Accounts and/or administrative sub-accounts of the
Collection Account pursuant to Section 5.1(d) of the Base Indenture;



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     (N) the preparation and delivery to the Trustee of the notice of defaults and the
accompanying Officer’s Certificate pursuant to Section 8.9 of the Base Indenture;




     (O) the preparation and delivery to the Trustee of the notice of material proceedings
pursuant to Section 8.10 of the Base Indenture;




     (P) the preparation and delivery to the Trustee of other information as the Trustee may
reasonably request pursuant to Section 8.11 of the Base Indenture;




     (Q) the preparation and filing of all supplements, amendments, financing statements,
continuation statements, if any, instruments of further assurance and other instruments
necessary to protect the Collateral pursuant to Section 8.12(a) of the Base Indenture;




     (R) the delivery to the Trustee of the Opinions of Counsel pursuant to Section 8.12(d)
of the Base Indenture;




     (S) the making of any required filings and the delivery to the Trustee of the Officer’s
Certificate, Opinion of Counsel and copies of such filings, in connection with a change of
location or legal name pursuant to Section 8.20 of the Base Indenture;




     (T) the arrangement for the prompt sale of each BTF Truck returned to BTF pursuant to
Section 8.26 of the Base Indenture;




     (U) the arrangement for the acquisition of additional Trucks by TFFC pursuant to 8.27
of the Base Indenture;




     (V) the obtaining and maintenance of insurance coverage for the TFFC Trucks and the
delivery of the written notice to the Trustee for any change or cancellation of such
insurance coverage pursuant to Section 8.28 of the Base Indenture;




     (W) the delivery to the Trustee of the written certification prepared by an independent
certified public accountant, the Officer’s Certificates and Opinions of Counsel, if so
required, relating to termination of the Indenture pursuant to Section 11.1(b) of the Base
Indenture;




     (X) the delivery of the Opinion of Counsel, Officer’s Certificate and any documentation
required in connection with the amendments, modifications or waivers of the Indenture or any
Series Supplement pursuant to Section 12.1 of the Base Indenture;




     (Y) the delivery of the Officer’s Certificate and/or the Opinion of Counsel to the
extent required pursuant to Section 12.5 of the Base Indenture; and




     (Z) the preparation and delivery of the Officer’s Certificate pursuant to Section 13.3
of the Base Indenture.



          (b) Administrator to Act as Custodian of Certificates of Title. (i) To assure
uniform quality in servicing of the Collateral and to reduce administrative costs, the




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Administrator hereby accepts the duty to act as the agent of the Trustee as custodian of the
Certificates of Title. The Trustee may revoke such agency at any time, and upon such revocation
the Administrator shall promptly deliver all Certificates of Title to the Trustee.




          (ii) Following the Initial Closing Date, the Administrator shall deliver to the Trustee, the
“Administrative Agent” under and as defined in each applicable Series Supplement (each, an
“Administrative Agent”) and each Enhancement Provider, if any, a copy of its written
procedures and standards for handling and monitoring vehicle titles, including procedures upon the
acquisition and disposition of vehicles. The Administrator shall comply with such procedures and
standards in performing its duties hereunder as custodian of the Certificates of Title. The
Administrator, in its capacity as custodian, shall hold the Certificates of Title on behalf of the
Trustee for the use and benefit of all present and future Secured Parties with an interest therein,
and maintain such accurate and complete records (either original execution documents or copies of
such originally executed documents shall be sufficient for such purposes), and computer systems
pertaining to each Certificate of Title as shall enable the Trustee to comply with this Agreement
and the other Related Documents. The Administrator shall promptly report to the Trustee any
material failure on its part to hold the Certificates of Title and maintain its records, and
computer systems as herein provided and promptly take appropriate action to remedy any such
failure. The Administrator hereby consents to the inspection of the Certificates of Title from
time to time by the Trustee or any authorized representative of the Trustee and to the provisions
relating to the Administrator set forth in Section 7 of the BTF Lease. Nothing herein shall be
deemed to require an initial review or any periodic review by the Trustee of the Certificates of
Title. The Trustee shall not be liable for the acts of the Administrator.




          (iii) The Administrator shall notify the Trustee and each Enhancement Provider, if any, of the
initial location of the Certificates of Title and the related records and computer systems
maintained by the Administrator and shall notify the Trustee and each Enhancement Provider, if any,
prior to any change in location of the Certificates of Title and such related records and computer
systems.




          (iv) Upon instruction from the Trustee, the Administrator shall release any Certificate of
Title to the Trustee, at such place or places as the Trustee may reasonably designate as soon as
reasonably practicable; provided, however, that upon the occurrence of an
Amortization Event, a Liquidation Event of Default, or a Limited Liquidation Event of Default and
at the request of the Trustee, the Administrator shall promptly deliver all Certificates of Title
to the Trustee. In connection with any such instruction of the Trustee, the Administrator may, in
lieu of delivering any original Certificates of Title, deliver copies thereof stored on microfiche,
computer disk or on such other image storage or electronic media as the Administrator shall
maintain in accordance with its customary practices and which is in a format acceptable to the
Trustee; provided, however, that the Administrator shall deliver to the Trustee the
original Certificates of Title if the Trustee so instructs the Administrator. The Administrator
shall not be responsible for any loss occasioned by the failure of the Trustee, its agent or its
designee to return any Certificate of Title or any delay in doing so. All instructions from the
Trustee shall be in writing and signed by a Trust Officer, and the Administrator shall be deemed to
have received proper instructions with respect to the Certificates of Title upon its receipt of
such written instruction. A certified copy of a by-law or of a resolution of the Board of
Directors of the




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Trustee shall constitute conclusive evidence of the authority of any such Trust Officer to act
and shall be considered in full force and effect until receipt by the Administrator of written
notice to the contrary given by the Trustee.




          (i) The Trustee hereby grants to the Administrator a power of attorney, with full power of
substitution to take any and all actions, solely for the following limited purposes, in the name of
the Trustee, (x) to note the Trustee as the holder of a first Lien on the Certificates of Title
and/or otherwise ensure that the first Lien shown on any and all Certificates of Title is in the
name of the Trustee and (y) to release the Lien in the name of the Trustee or the Nominee
Lienholder on any Certificate of Title in connection with the sale or disposition of the related
BTF Truck permitted pursuant to the provisions of the Related Documents. Nothing in this Agreement
shall be construed as authorization from the Trustee to the Administrator to release any Lien on
the Certificates of Title except upon compliance with the Related Documents. The Trustee shall
have the right to terminate such power of attorney (including the related power granted pursuant to
the following sentence) at any time by giving written notice to such effect to the Administrator.
To further evidence such power of attorney, the Trustee agrees that upon request of the
Administrator from time to time it will execute a separate power of attorney substantially in the
form of Exhibit A hereto.




          (c) Certain Duties with Respect to the BTF Lease. The Administrator agrees to perform
its duties under the BTF Lease, including, but not limited to the following:





     (A) to promptly and duly execute, deliver, file and record all documents, statements,
filings and registrations, and take such further actions as may be requested to establish,
perfect and maintain the related Lessor’s title to and interest in, and the Trustee’s
perfected first Lien in the name of the Trustee or the Nominee Lienholder on, the BTF Trucks
and the Certificates of Title therefor pursuant to Section 7 of the BTF Lease,;




     (B) to determine the Truck Special Damage Payments applicable to BTF Trucks at the time
of their sale, return or other disposition in accordance with the Related Documents pursuant
to Section 13.2 of the BTF Lease;




     (C) to indicate on its computer records that the Trustee is the holder of a Lien on
each BTF Truck leased under such Lease pursuant to Section 26.8 of the BTF Lease;




     (D) to arrange for the prompt sale of a BTF Truck and upon the sale of a BTF Truck, to
request the Trustee to cause the Nominee Lienholder to remove notation of its Lien from the
Certificate of Title therefor pursuant to Section 2.6(a) of the BTF Lease;




     (E) upon payment by the Lessee to the Lessor of the Termination Value of any BTF Truck
that has become a Casualty or an Ineligible Truck, to (i) cause title to such BTF Truck to
be transferred to the Lessee to facilitate liquidation of such BTF Truck by the Lessee and
(ii) request the Trustee to cause the Nominee Lienholder to remove notation of its Lien from
the Certificate of Title for such BTF Truck pursuant to Section 6.2 of the BTF Lease;



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     (F) to make requests for, and to provide a statement documenting any request for,
reimbursement or prepayment for costs identified therein pursuant to Section 16.2 of the BTF
Lease;




     (G) to notify the Lessee of any claim made against it for which the Lessee or the
Lessor may be liable and, upon request by the Lessee, to contest or allow the Lessee to
contest such claim pursuant to Section 16.3 of the BTF Lease; and




     (H) upon a Lease Event of Default, Limited Liquidation Event of Default or Liquidation
Event of Default, to pursue and enforce the rights of BTF thereunder pursuant to Section
18.3 of the BTF Lease.



          3. Additional Duties; Additional Information. Subject to Section 9 of this
Agreement, and in accordance with the directions of any party hereto, the Administrator shall
administer, perform or supervise the performance of such other activities in connection with the
Collateral and the Related Documents as are not covered by any of the foregoing provisions and as
are expressly requested by such party and are reasonably within the capability of the
Administrator. The Administrator shall furnish to any party hereto from time to time such
additional information regarding the Collateral as such party shall reasonably request.




          4. Records. The Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and records shall be
accessible for inspection by any party hereto at any time during normal business hours.




          5. Compensation. As compensation for the performance of the Administrator’s
obligations under this Agreement and, as reimbursement for its expenses related thereto, the
Administrator shall be entitled to a fee in the amount of one-twelfth of the product of 0.50% and
the Net Book Value of all BTF Trucks as of the first day of the applicable Related Month (the
“Monthly Administration Fee”); provided, however, that if an Amortization
Event with respect to any Series of Notes shall have occurred and be continuing, the Monthly
Administration Fee will equal the greater of (A) the amount of the Monthly Administration Fee
calculated pursuant to the preceding clause, and (B) the product of (x) $20.00 and (y) the number
of BTF Trucks as of the first day of the applicable Related Month. The Monthly Administration Fee
shall be payable by BTF on each Distribution Date. In addition, the Administrator shall also be
entitled to the reasonable costs and expenses of the Administrator incurred by it as a result of
arranging for the sale of any BTF Truck returned by the Lessee thereof to the applicable Lessor
and sold to third parties; provided, however, that such costs and expenses shall
be payable to the Administrator by such Lessor only to the extent of any excess of the sale price
received by such Lessor for any such BTF Truck over the Termination Value thereof.




          6. Use of Subcontractors. The Administrator may contract with other Persons to
assist it in performing its duties under this Agreement, and any performance of such duties by a
Person identified to the Trustee in an Officer’s Certificate of the Administrator shall be deemed
to be action taken by the Administrator. Any such contract shall not relieve the Administrator of
its liability and responsibility with respect to the duties to which such contract relates.




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          7. Transactions with Affiliates. In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Administrator may enter into transactions or otherwise
deal with any of its Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received from BTF and the
Trustee and shall be, in the Administrator’s opinion, no less favorable to the parties hereto than
would be available from unaffiliated parties.




          8. Indemnification. The Administrator shall indemnify and hold harmless BTF, the
Trustee, the Noteholders and their respective directors, officers, agents and employees
(collectively, the “Indemnified Parties”) from and against any loss, liability, expense,
damage or injury (a “Loss”) suffered or sustained by reason of any acts, omissions or
alleged acts or omissions arising out of the activities of the Administrator pursuant to this
Agreement and the other Related Documents, including but not limited to any judgment, award,
settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided,
however, that the Administrator shall not indemnify any Indemnified Party if such acts,
omissions or alleged acts or omissions constitute bad faith, negligence or willful misconduct by
such Indemnified Party. The indemnity provided herein shall survive the termination of this
Agreement and the removal of the Administrator. In furtherance and not in limitation of the
foregoing, the Administrator shall indemnify and hold harmless each of the Indemnified Parties
from and against any Losses arising out of or relating to:





     (i) any failure by the Administrator to perform its duties, covenants and obligations
in accordance with the other provisions of this Agreement or any other Related Document to
which it is a party;




     (ii) the failure by the Administrator to comply with any applicable law, rule or
regulation with respect to its activities as Administrator hereunder; or




     (iii) any representation or warranty made by the Administrator under or in connection
with any Related Document or any report, certificate, information or other material provided
by the Administrator to the Trustee or the Noteholders (including, without limitation, any
Daily Report, Monthly Certificate or Monthly Noteholders’ Statement) (collectively, the
“Administrator Information”), which shall have been false, incorrect or misleading
in any material respect when made or deemed made.



          9. Independence of the Administrator. Unless otherwise provided in the Related
Documents, the Administrator shall be an independent contractor and shall not be subject to the
supervision of BTF or the Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Other than pursuant to Section 2(b) hereof, unless
expressly authorized by the Trustee, the Administrator shall have no authority to act for or
represent the Trustee in any way and shall not otherwise be deemed an agent of the Trustee.




          10. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the
Administrator and any of BTF and the Trustee (or any other Person) as members of any partnership,
joint venture, association, syndicate, unincorporated business or other separate




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entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed
to confer on any of them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.




          11. Other Activities of Administrator. (a) Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other person or entity even though such
person or entity may engage in business activities similar to those of the parties hereto.




          12. Term of Agreement; No Resignation; Removal. (a) This Agreement shall continue in
force until the termination of the Indenture, the BTF Lease, and the Collection Account Control
Agreement in accordance with their respective terms and the payment in full of all obligations
owing thereunder, upon which event this Agreement shall automatically terminate. In the event that
the Indenture terminates and all obligations owing thereunder have been paid in full, BTF shall
have all rights of the Trustee under this Agreement.




          (b) The Administrator shall not resign from the obligations and duties imposed hereunder.




          (c) Subject to Sections 12(d) and 12(e) of this Agreement, the Trustee may, and at the written
direction of the Requisite Investors shall, remove the Administrator upon written notice of
termination from the Trustee to the Administrator if any of the following events (each, an
“Administrator Default”) shall occur:





     (i) the Administrator shall default in the performance of any of its duties under this
Agreement or any Related Document and, after notice of such default, shall not cure such
default within ten (10) days of the earlier of receiving notice of or learning of such
default (or, if such default cannot be cured in such time, shall not give within ten (10)
days such assurance of cure as shall be reasonably satisfactory to BTF and the Trustee);




     (ii) an Event of Bankruptcy occurs with respect to the Administrator;




     (iii) any representation or warranty made by the Administrator under or in connection
with any Related Document or any Administrator Information shall have been false, incorrect
or misleading in any material respect when made or deemed made, and such representation or
warranty shall continue to be incorrect ten (10) days after the earlier of the
Administrator’s receiving notice or learning of such default; or




     (iv) the Administrator shall fail to comply with any applicable law, rule or
regulation, which failure would have a Material Adverse Effect.



          The Administrator agrees that if any Administrator Default shall occur, it shall give written
notice thereof to each other party hereto promptly after the happening of such event, but in no
event longer than seven (7) days thereafter.




          (d) No removal of the Administrator pursuant to this Section 12 shall be effective until (i) a
successor Administrator acceptable to each Administrative Agent and each




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Enhancement Provider, if any, shall have been appointed by BTF and the Trustee and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder. BTF shall provide written notice of any
such removal to the Trustee and each Enhancement Provider, if any.




          (e) The appointment of any successor Administrator shall be effective only upon the consent of
the Required Noteholders of each Series of Notes Outstanding.




          13. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 13(a) or the removal of the Administrator
pursuant to Section 13(c), the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination or removal. The
Administrator shall forthwith upon such termination pursuant to Section 13(a) deliver to BTF all
property and documents of or relating to the Collateral then in the custody of the Administrator.
In the event of the removal of the Administrator pursuant to Section 13(c), the Administrator
shall cooperate with BTF and the Trustee and take all reasonable steps requested to assist BTF and
the Trustee in making an orderly transfer of the duties of the Administrator, including, without
limitation, delivering to a successor Administrator all property and documents of or relating to
the Collateral then in the custody of the retiring Administrator.




          14. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:




	 	 	 	 	 	 	 
	 	 	(a)	 	If to BTF, to:
	 
	 	 	 	 	 	 
	 	 	 	 	Budget Truck Funding, LLC
	 	 	 	 	6 Sylvan Way
	 	 	 	 	Parsippany, NJ 07054
	 

	 	 	 	Attention:
	 	Treasurer
	 

	 	 	 	Telephone:
	 	(973) 496-7312
	 

	 	 	 	Fax:
	 	(973) 496-5852
	 
	 	 	 	 	 	 
	 	 	(b)	 	If to the Administrator, to:
	 
	 	 	 	 	 	 
	 	 	 	 	Budget Truck Rental, LLC
	 	 	 	 	1 Campus Drive
	 	 	 	 	Parsippany, NJ 07054
	 

	 	 	 	Attn:
	 	Treasurer
	 

	 	 	 	Tel:
	 	(973) 496-5285
	 

	 	 	 	Fax:
	 	(973) 496-5852
	 
	 	 	 	 	 	 
	 	 	(c)	 	If to the Trustee, to:






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	 	 	 	 	The Bank of New York Trust Company, N.A.
	 	 	 	 	2 North LaSalle Street, Suite 1020
	 	 	 	 	Chicago, IL 60602
	 

	 	 	 	Attention:
	 	Corporate Trust/Structured Finance
	 

	 	 	 	Telephone:
	 	(312) 827-8569
	 

	 	 	 	Fax:
	 	(312) 827-8562





or to such other address as any party shall have provided to the other parties in writing. Any
notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii)
given by first class mail shall be deemed given three (3) days after the date that such notice is
mailed, (iii) delivered by telex or telecopier shall be deemed given on the date of delivery of
such notice, and (iv) delivered by overnight air courier shall be deemed delivered one Business Day
after the date that such notice is delivered to such overnight courier. Copies of all notices must
be sent by first class mail promptly after transmission by facsimile.




          15. Amendments. This Agreement may be amended by a written amendment duly executed
and delivered by BTF, the Administrator and the Trustee with the written consent of the Requisite
Investors, for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders;
provided, however, that no such amendment may (i) increase or reduce in any manner
the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or
distributions that are required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the Noteholders which are required to consent to any such amendment,
without the consent of the Noteholders of all the Notes Outstanding. The Trustee shall have no
obligation to execute any amendment hereto which affects its rights, duties and obligations.




          16. Successors and Assigns. This Agreement may not be assigned by the Administrator
unless such assignment is previously consented to in writing by BTF, the Trustee and the Required
Noteholders of each Series of Notes Outstanding. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as
the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of BTF or the Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization executes and delivers to BTF or
the Trustee an agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the
parties hereto. Each of the parties hereto acknowledges that BTF has pledged all of its rights
under this Agreement to the Trustee on behalf of the Secured Parties pursuant to the Indenture.




          17. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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          18. Headings. The Section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.




          19. Counterparts. This Agreement may be executed in counterparts, each of which when
so executed shall be an original, but all of which together shall constitute but one and the same
agreement.




          20. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.




          21. Not Applicable to Budget Truck Rental, LLC in Other Capacities. Nothing in this
Agreement shall affect any right or obligation Budget Truck Rental, LLC may have in any other
capacity.




          22. Nonpetition Covenant. The Administrator hereby covenants and agrees that, prior
to the date which is one year and one day after the payment in full of all of the Notes, it will
not institute against, or join any other Person in instituting against BTF any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. The provisions of this
Section 22 shall survive the termination of this Agreement.

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	BUDGET TRUCK FUNDING, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/: Alex Georgianna
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex Georgianna
	 

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	BUDGET TRUCK RENTAL, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/: Alex Georgianna
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alex Georgianna
	 

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
	 	 	        not in its individual capacity but solely as Trustee
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/: Marian Onischak
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marian Onischak
	 

	 	 	 	Title:
	 	Assistant Vice President






 









 






Exhibit A




POWER OF ATTORNEY




          KNOW ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee,
does hereby make, constitute and appoint Budget Truck Rental, LLC (“BTR”), acting through
any of its “District Managers”, “City Managers”, “Director —  Field Administration”,
“Fleet Managers”, “Turn-back Managers”, “Fleet Administration Supervisors” or “Fleet
Administrators” as its true and lawful attorney-in-fact for it and in its name, place and stead,
for the special and limited purpose of (1) recording liens in favor of The Bank of New York Trust
Company, N.A., as trustee, on the certificate of title on any motor vehicle, (2) executing such
other documents as are necessary in order to record liens on such motor vehicles in favor of The
Bank of New York Trust Company, N.A., as trustee, (3) receiving (by mail or in person) and
retaining in trust for, and on behalf of, The Bank of New York Trust Company, N.A., as trustee, the
certificate of title and other registration documentation relating to such motor vehicles, (4)
designating c/o BTR and BTR’s address as the mailing address of The Bank of New York Trust Company,
N.A., as trustee, for all documentation relating to the title and registration of such motor
vehicles, (5) applying for duplicate certificates of title indicating the lien of The Bank of New
York Trust Company, N.A., as trustee, where original certificates of title have been lost or
destroyed and (6) upon the sale of any such motor vehicle in accordance with the terms and
conditions of the Related Documents, releasing the lien of The Bank of New York Trust Company, N.A.
on such motor vehicle by executing any documents required in connection therewith.




          The powers and authority granted hereunder shall, unless sooner terminated, revoked or
extended, cease [five] years from the date of execution as set forth below.




          IN WITNESS WHEREOF, THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee, has caused this
instrument to be executed on its behalf by its duly authorized officer this         day of                                ,
2006.




	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY,	 
	 	 	N.A.,
as Trustee

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



State of New York )

County of New York )



Subscribed and sworn before me, a notary public, in and for said county and state, this         day of
                               , 2006.





      



	 	 	 
	 

	 	 
	 

	 	Notary Public