WTH FUNDING LIMITED PARTNERSHIPLimited Partnership Agreement • August 30th, 2010 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • Ontario
WHEREAS the General Partners, BNY Trust Company of Canada as trustee of STARS Trust (“STARS Limited Partner”), and Montreal Trust Company of Canada as trustee of Bay Street Funding Trust (“Bay Street Limited Partner”) have entered into a limited partnership (the “Partnership”) under the name “WTH Funding Limited Partnership”.
ADMINISTRATION AGREEMENT Dated as of August 26, 2010 WTH CAR RENTAL ULC as Rental ULC - and - WTH FUNDING LIMITED PARTNERSHIP as Administrator - and - BNY TRUST COMPANY OF CANADA as Indenture TrusteeAdministration Agreement • August 30th, 2010 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • Ontario
Page Article 1 Definitions 2 1.1 Definitions 2 Article 2 Administration 2 2.1 Appointment of Administrator 2 2.2 Administrator Authorization 3 2.3 Appointment of Administrator as Attorney-in-Fact 3 Article 3 Duties and Covenants 3 3.1 Duties and Covenants of the Administrator 3 Article 4 Fee 9 4.1 Fee 9 4.2 Incentives 9 4.3 Goods and Services Tax and Harmonized Sales Tax Registration 9 4.4 Sales and Transfer Taxes 10 4.5 Goods and Services Tax and Harmonized Sales Tax Election 10 Article 5 Termination 10 5.1 Termination and Resignation 10 5.2 Administrator Termination Event 10 5.3 Rights and Remedies upon Administrator Termination Event 11 5.4 Designation of a Replacement Administrator 11 5.5 Replacement Administrator Fee 12 Article 6 General 12 6.1 Assignability 12 6.2 Amendments 12 6.3 Governing Law 13 6.4 Headings etc. 13 6.5 Severability 13 6.6 Notices, etc. 13 6.7 No Waivers 15 6.8 No Petition 15 6.9 Binding Effect 15 6.10 Counterparts 15
MASTER MOTOR VEHICLE LEASE AGREEMENT Dated as of August 26, 2010 WTH CAR RENTAL ULC as Rental ULC - and - WTH Funding Limited Partnership as Funding LP -and - BNY TRUST COMPANY OF CANADA as Indenture TrusteeMaster Motor Vehicle Lease Agreement • August 30th, 2010 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • Ontario
WHEREAS Rental ULC desires to lease to Funding LP and Funding LP desires to lease from Rental ULC Program Vehicles and Non-Program Vehicles for use in the daily rental car business of Funding LP.
