defined), among the Company, the Conduit Investors, the Committed
Note Purchasers, the Funding Agents named therein, Zipcar, Inc., as
Administrator, Lessee and Servicer, and Credit Agricole Corporate and Investment
Bank (formerly known as Credit Agricole Corporate and Investment Bank New York
Branch), as Administrative Agent (in such capacity, the "Administrative Agent");
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and a
Committed Note Purchaser with respect to such Conduit Investor under the Series
2010-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group its respective rights, obligations and commitments under the
Series 2010-1 Note Purchase Agreement and the Series 2010-1 Notes with respect
to the percentage of its total commitment specified on Schedule I attached
hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Investor Group Supplement by the
Acquiring Investor Group, each Funding Agent with respect thereto, the
Transferor Investor Group and the Company (the date of such execution and
delivery, the "Transfer Issuance Date"), [the Conduit Investor and] the
Committed Note Purchasers with respect to the Acquiring Investor Group shall be
parties to the Series 2010-1 Note Purchase Agreement for all purposes thereof.
The Transferor Investor Group acknowledges receipt from the Acquiring Investor
Group of an amount equal to the purchase price, as agreed between the Transferor
Investor Group and the Acquiring Investor Group (the "Purchase Price"), of the
portion being purchased by the Acquiring Investor Group (the Acquiring Investor
Group's "Purchased Percentage") of the Commitment Amount with respect to the
Committed Note Purchasers included in the Transferor Investor Group under the
Series 2010-1 Note Purchase Agreement and the Transferor Investor Group's
Investor Group Principal Amount. The Transferor Investor Group hereby
irrevocably sells, assigns and transfers to the Acquiring Investor Group,
without recourse, representation or warranty, and the Acquiring Investor Group
hereby irrevocably purchases, takes and assumes from the Transferor Investor
Group, the Acquiring Investor Group's Purchased Percentage of the Commitment
with respect to the Committed Note Purchasers included in the Transferor
Investor Group under the Series 2010-1 Note Purchase Agreement and the
Transferor Investor Group's Investor Group Principal Amount.
The Transferor Investor Group has made arrangements with the Acquiring Investor
Group with respect to (i) the portion, if any, to be paid, and the date or dates
for payment, by the Transferor Investor Group to such Acquiring Investor Group
of any program fees, undrawn facility fee, structuring and commitment fees or
other fees (collectively, the "Fees") [heretofore received] by the Transferor
Investor Group pursuant to Section 3.02 of the Series 2010-1 Note Purchase
Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to
be paid, and the date or dates for payment, by such Acquiring Investor Group to
the Transferor Investor Group of Fees received by such Acquiring Investor Group
pursuant to the Series 2010-1 Supplement from and after the Transfer Issuance
Date].
From and after the Transfer Issuance Date, amounts that