Series 2010-1 Note Purchase Agreement, then in each
case such Series 2010-1 Noteholder will not be required to submit a certificate
substantially in the form of Exhibit E hereto upon transfer of its interest in
such Series 2010-1 Note. In exchange for any Series 2010-1 Note properly
presented for transfer, ZVF shall execute and the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Series 2010-1 Notes
64
for the same aggregate principal amount as was transferred. In the case of the
transfer of any Series 2010-1 Note in part, ZVF shall execute and the Trustee
shall promptly authenticate and deliver or cause to be authenticated and
delivered to the transferor at such office, or send by mail (at the risk of the
transferor) to such address as the transferor may request, Series 2010-1 Notes
for the aggregate principal amount that was not transferred. No transfer of any
Series 2010-1 Note shall be made unless the request for such transfer is made by
the Series 2010-1 Noteholder at such office. Neither ZVF nor the Trustee shall
be liable for any delay in delivery of transfer instructions and each may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of transferred Series 2010-1 Notes, the Trustee shall
recognize the Holders of such Series 2010-1 Note as Series 2010-1 Noteholders.
(b) Each Series 2010-1 Note shall bear the following legend:
THIS SERIES 2010-1 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY STATE SECURITIES OR "BLUE
SKY" LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT
OF ZIPCAR VEHICLE FINANCING LLC, A SPECIAL PURPOSE LIMITED LIABILITY COMPANY
ESTABLISHED UNDER THE LAWS OF DELAWARE (THE "COMPANY"), THAT SUCH SERIES 2010-1
NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION
AND TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR
(D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION, SUBJECT TO THE RIGHT OF THE COMPANY, PRIOR TO ANY TRANSFER
PURSUANT TO CLAUSE (C), TO REQUIRE THE DELIVERY TO IT OF A PURCHASER'S LETTER IN
THE FORM OF EXHIBIT E TO THE SERIES 2010-1 SUPPLEMENT CERTIFYING, AMONG OTHER
THINGS, THAT SUCH PURCHASER IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT
TO