SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZIPCAR VEHICLE FINANCING LLCLimited Liability Company Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Zipcar Vehicle Financing LLC (the “Company”), is entered into by Zipcar, Inc., a Delaware corporation, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
ZIPCAR VEHICLE FINANCING LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Securities Intermediary AMENDED AND RESTATED SERIES 2010-1 SUPPLEMENT dated as of May 11, 2011 to AMENDED AND RESTATED BASE INDENTURE dated as of May 11,...Zipcar Inc • August 5th, 2011 • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2010-1 SUPPLEMENT dated as of May 11, 2011 (“Series Supplement”) between ZIPCAR VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“ZVF”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as a bank and as securities intermediary, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of May 11, 2011 among ZIPCAR VEHICLE FINANCING LLC, as Issuer, ZIPCAR, INC., as Administrator, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeAdministration Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated as of May 11, 2011 (the “Agreement”), among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (the “Issuer”), ZIPCAR, INC., a Delaware corporation, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as trustee (the “Trustee”) under the Base Indenture (as hereinafter defined). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Amended and Restated Base Indenture dated as of May 11, 2011 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, but exclusive of any Segregated Series Supplements, the “Indenture”) between the Issuer and the Trustee.
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among ZIPCAR VEHICLE FINANCING LLC, as a grantor, ZIPCAR, INC., as Servicer, DEUTSCHE BANK TRUST COMPANY AMERICAS as a secured party, not in its individual capacity but solely as Trustee, and DEUTSCHE...Collateral Agency Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of May 11, 2011 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), as grantor (the “Grantor”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), as Servicer (in such capacity, the “Servicer”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (not in its individual capacity but solely as Trustee on behalf of the Indenture Noteholders under the Indenture), as a secured party on behalf of the Noteholders (the “General Secured Party”) and as secured party on behalf of the Segregated Noteholders of each Segregated Collateral Agency Series (with respect to any such Segregated Series and the Series-Specific Collateral related thereto, the “Segregated Series Secured Party”, and, together with the General Secured Party, the “Secured P
ZIPCAR VEHICLE FINANCING LLC, as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee AMENDED AND RESTATED BASE INDENTURE Dated as of May 11, 2011 Car Sharing Asset Backed Notes (Issuable in Series)Administration Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of May 11, 2011, between ZIPCAR VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“ZVF”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of May 11, 2011 between ZIPCAR VEHICLE FINANCING LLC as Lessor and ZIPCAR, INC. as Lessee and ServicerServicing Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
This Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of May 11, 2011, by and between ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), as lessor (in such capacity, the “Lessor”) and ZIPCAR, INC., a Delaware corporation (“Zipcar”), as lessee (in such capacity, the “Lessee”) and as servicer (in such capacity, the “Servicer”).
AMENDED AND RESTATED SERIES 2010-1 NOTE PURCHASE AGREEMENT (SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES) dated as of May 11, 2011, among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee CERTAIN...Series 2010-1 Note Purchase Agreement • August 5th, 2011 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED SERIES 2010-1 NOTE PURCHASE AGREEMENT, dated as of May 11, 2011 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns, the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17, the financial institution set forth opposite the name of each Conduit Investor or Non-Conduit Committed Note Purchaser on Schedule I hereto and its permitted successor and assign (the “Funding Agent” with respect to such Investor Group) and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as CREDIT AGRICOLE CORPORATE AND INVES
