Supplement, the Trustee shall have all of the rights, protections and immunities
granted to it under the Base Indenture.
Section 6.18. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
72
IN WITNESS WHEREOF, ZVF and the Trustee have caused this Series Supplement to be
duly executed by their respective officers hereunto duly authorized as of the
day and year first above written.
ZIPCAR VEHICLE FINANCING LLC By:
/s/ Edward Goldfinger
Name: Edward Goldfinger
Title: Treasurer DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee, By:
/s/ Irene Siegel
Name: Irene Siegel
Title: Vice President By:
/s/ Maria Inoa
Name: Maria Inoa
Title: Associate
73
EXHIBIT A
TO
AMENDED AND RESTATED SERIES 2010-1 SUPPLEMENT
FORM OF SERIES 2010-1 VARIABLE FUNDING
CAR SHARING ASSET BACKED NOTE
SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTE
REGISTERED
$[
]
No. R- [
]
SEE REVERSE FOR CERTAIN CONDITIONS
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 THE RIGHT OF THE COMPANY, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT.
ZIPCAR VEHICLE FINANCING LLC
SERIES 2010-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTE
Zipcar Vehicle Financing LLC, a special purpose limited liability company
established under the laws of Delaware (herein referenced as the "Company"), for
value received, hereby promises to pay to [
], as funding agent for
[
], as a Committed Note