Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence funds to the Holders according to the provisions of this Indenture and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlDocuments. (b) The Servicer Collateral Account shall be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Pari Passu Intercreditor Agreement and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to ABL Intercreditor Agreement, be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the ServicerFirst Lien Notes Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and Section 11.08(a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the First Lien Notes Collateral Agent in writing to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the applicable Segregated Series First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Notes if it is Proceeds Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after Neither the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, Trustee nor the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The First Lien Notes Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit have any liability for any loss incurred in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of connection with any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documentsc).

Collateral Accounts. (a) The Collateral Agent If, notwithstanding the instructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such Borrower shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of deposit such fact, the Collateral Agent shall establish a new Collateral Account which complies with payments into such sentence and transfer into the new Collateral Account all funds from the non-qualifying Borrower’s Collateral Account. InitiallyUntil so deposited, each Collateral Account will be established with such Borrower shall hold all such payments in trust for and as the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out property of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) Lender and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales not commingle such payments with any of ZVF Vehicles its other funds or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receiptproperty; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles foregoing shall not be required construed to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b) Amounts deposited in any Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borrower, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under the Equipment Note and the Term Loan B Note, and if no such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Account shall be subject to final payment. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in a Collateral Account; provided, furtherthe bank maintaining such account, howeverthe amount of that item, that unless an Amortization Event with respect or such bank at its discretion may charge any uncollected item to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect any commercial account or other account belonging to the ZVF Segregated Vehicles relating Borrower to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from whom the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcaritem was payable. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral and Intercreditor Agent shall establish deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (together with each other account created pursuant to this Section 4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and maintain Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), (i) the proceeds of any sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (ii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, in each case upon the occurrence and during the continuance of a Collateral Event of Default); provided that the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, which shall be deemed a Collateral Account, if necessary to receive funds in such other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the Collateral and Intercreditor Agent for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit purpose of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained making payments therefrom in accordance with Section 4.2 and shall constitute part of the previous sentence, then within ten (10) Business Days Collateral. The Collateral and Intercreditor Agent shall maintain such sub-accounts and records with respect to each Collateral Account as will permit the segregation and allocation of obtaining knowledge proceeds of such fact, the Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the nonPeso-qualifying denominated Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series case of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account orestablished in connection with the Comegua Pledged Stock, in lieu thereof, the Collateral Agent may grant the Servicer online access in “reada Balboa-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable denominated Collateral Account and deposit in promptly following the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle CollateralIssue Date. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence funds to the Holders according to the provisions of this Indenture and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlDocuments. (b) The Servicer Collateral Account shall be a deposit account maintained with, and under the Grantor sole control of, the Notes Priority Agent and shall cause: (i) all amounts representing be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the proceeds Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of ZVF Vehicles or ZVF Segregated Vehicles the Notes Collateral pursuant to third parties the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the ServicerNotes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the Notes Collateral Agent shall receive an Officer’s Certificate directing the Notes Collateral Agent to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the Notes Collateral Agent in writing to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the applicable Segregated Series Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Notes if it is Proceeds Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after Neither the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, Trustee nor the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Notes Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit have any liability for any loss incurred in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of connection with any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documentsc).

Collateral Accounts. (a) Borrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Secured Guarantor at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Secured Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The Collateral Agent provisions of the previous sentence shall establish not apply to (a) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s reasonable discretion, other employee wage and maintain benefit payments to or for the benefit of the Secured Parties one or more accountsa Credit Party’s employees, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and Deposit Accounts owned by the Grantor shall cause: Securities Subsidiary, (ic) the Subject Cash Collateral Accounts or (d) Collateral Accounts in which the daily balances do not exceed $250,000 in the aggregate for all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a such Collateral Account Accounts and, in each case, identified to the extent that any such amounts are received Agent by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receiptBorrower as such; provided, however, that unless an Amortization Event at all times Borrower shall maintain one or Specified Potential Amortization Event with respect more separate Deposit Accounts to hold any Series of Notes has occurred and is continuingall amounts to be used for payroll, insurance proceeds payroll taxes and warranty payments with respect to the ZVF Vehicles other employee wage and benefit payments, and shall not be required to be deposited commingle any monies allocated for such purposes with funds in any other Deposit Account. (b) Borrower shall at all times maintain in a Collateral Account; provided, further, however, that unless an Amortization Event with respect Account subject to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 aggregate outstanding principal amount of the ZVF LeaseCredit Extensions or (ii) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of following amount pursuant to this clause (ii) is less than the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount that is determined pursuant to clause (i) or at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account than amounts held in accordance with this Section 2.4(bDeposit Accounts described in clauses (a), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify and (d) of Section 6.6(a) above and Deposit Accounts of Foreign Subsidiaries); provided that notwithstanding the Servicer when funds are deposited in any Collateral Account orforegoing, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable maintained in such Collateral Account be less than (a) on and deposit in after the Collection Account all amounts representing Proceeds Funding Date of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating Credit Facility #1 (but prior to the applicable Segregated Series all amounts representing Proceeds Funding Date of any ZVF Segregated Series Vehicle CollateralCredit Facility #2), $15,000,000 or (b) on and after the Funding Date of Credit Facility #2, $30,000,000. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence and transfer into funds to the new Collateral Account all funds from Holders according to the non-qualifying Collateral Account. Initiallyprovisions of this Indenture, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, Documents and the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlIntercreditor Agreement. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, Prior to the extent that any such amounts are Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the ServicerTrustee from Asset Dispositions of Collateral, to be deposited into a Collateral Account within two Business Days Recovery Events, Asset Swaps involving the transfer of such receipt; (ii) all insurance Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, pursuant to the extent that any such insurance proceeds or warranty payments are Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect pursuant to the ZVF Vehicles Collateral Documents, shall not be required to be deposited in a the First Priority Collateral Account; provided, furtherin the case of proceeds from First Priority Collateral, howeveror in the Second Priority Collateral Account, that unless an Amortization Event in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with respect to a Segregated Collateral Agency Series Outstanding has occurred the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and is continuing, insurance proceeds Section 11.8(a). In connection with any and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required all deposits to be deposited made into a the Collateral Account; andAccounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit. (iiic) all other Proceeds from Pending the sale (other than a sale to Zipcar under Section 2.4 distribution of funds in the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the Trustee to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the applicable Segregated Series of Notes if it is Proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments, such direction to certify that no Event of Default shall have occurred and deposit such amount into an account specified by Zipcar if it is Proceeds be continuing. Any gain or income on any investment of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after the deposit of The Trustee shall have no liability for any funds into a Collateral Account, but loss incurred in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral connection with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.8(c).

Collateral Accounts. (a) The Collateral Agent shall establish and maintain at its principal banking office in New York City three accounts into which it shall (except as otherwise explicitly provided in the Master Pledge Agreement) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to the Master Pledge Agreement. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Secured Credit Agreement Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) respect of the New York UCC Outstanding Credit Agreement Obligations (each a “the "Credit Agreement Collateral Account”"), each the second account shall be established and maintained for the benefit of the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the name of respective Collateral Accounts shall be held by the Collateral Agent that shall be administered subject to the terms hereof and operated as provided in this of the Master Pledge Agreement, bearing a designation clearly indicating it being understood that any such amounts may be released to the funds deposited therein are held for Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained Accounts pro rata in accordance with the previous sentence, then within ten (10) Business Days aggregate amounts deposited in such accounts during the term of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receiptAgreement; provided, however, that unless an Amortization Event the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Issuers or Specified Potential Amortization Event the Guarantors shall have any rights with respect to any Series of Notes has occurred to, and is continuingthe Collateral Agent shall have exclusive dominion and control over, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; andAccounts. (iiib) Except as set forth in paragraphs (d) and (g) below, all other Proceeds from amounts that the sale Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (other than a sale to Zipcar under Section 2.4 of a) above shall be allocated as among, and deposited in, the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Credit Agreement Collateral Account and, to and the extent that any such Proceeds are received by the Servicer, to be deposited into a Senior Note Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account pro rata in accordance with this Section 2.4(b), the Servicer shall deposit such aggregate amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral Outstanding Credit Agreement Obligations and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by ZipcarOutstanding Senior Note Obligations. (c) The Collateral Agent shall promptly notify establish sub-accounts in the Servicer when Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in any the Letter of Credit Collateral Account orpursuant to paragraph (b) above, in lieu any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent may grant shall, upon the Servicer online access written request of the Administrative Agent, apply any funds in “readthe sub-only” format account with respect to view balances, deposits and activity relating such Letter of Credit to the Collateral Account. Promptly after reimbursement of such L/C Disbursement as if such reimbursement were being made by the deposit Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds into in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account, but the Senior Note Collateral Account and the Letter of Credit Collateral Account pro rata in no event more than three Business Days thereafteraccordance with the aggregate amount of the Outstanding Credit Agreement Obligations, Outstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses (including disbursements and, in the case of the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Servicer shall instruct Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent, the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in writing full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (id) above) and the amount thereof which represents Proceeds Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Seriesthis Agreement. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of reimburse any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer Credit Agreement Creditor or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured PartySenior Note Creditor, as the case may be, shall forthwith take reasonable steps prior to ensure that applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Creditor or Senior Note Creditor by application of funds are remitted to in the Person so entitled thereto or Collateral Accounts in the same manner as such Person directs or as otherwise provided in the Related Documentsproviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $2,000,000.

Collateral Accounts. (a) The Subject to Section 3.5, maintain Borrower’s and Guarantors’ Collateral Accounts either (i) at depositary institutions that have agreed to execute Control Agreements in favor of Collateral Agent shall establish and maintain (for the ratable benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (iParties) with a Qualified Institution or respect to such Collateral Accounts or, (ii) as for which a segregated trust account first priority perfected security interest has been (or, with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with respect to the previous sentenceLeumi Account, then within ten (10may be) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the obtained pursuant to non-qualifying Collateral US law without a Control Agreement (“Foreign Accounts”) (provided that, with respect to the Leumi Account. Initially, each Collateral Account will be established with it is understood that the Collateral Agent. Notwithstanding any contrary provision that security interest in such account may be contained in any Related Document, the provisions contained in this Agreement relating subordinated to the security interest granted to Bank Leumi therein). This Section 6.6 shall not apply to (x) Excluded Accounts and (y) Collateral Accounts and to held in jurisdictions outside the flow of funds into and out of United States, provided that the Collateral Accounts are consented to by the parties hereto aggregate amounts in such accounts do not exceed Five Hundred Thousand Dollars (in accordance with Section 6.1 hereof$500,000) and shall controlat any time. (b) The Servicer Subject to Section 6.6(a), Borrower shall provide the Lenders and the Grantor shall cause: Collateral Agent ten (i10) all amounts representing the proceeds from sales of ZVF Vehicles days’ prior written notice before Borrower or ZVF Segregated Vehicles to third parties to be deposited directly into a any Guarantor establishes any Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receiptExcluded Accounts. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a for each Collateral Account within two Business Days of receipt. Notwithstanding that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor shall cause the foregoing, if the Servicer receives any amount pursuant applicable bank or financial institution at or with which such Collateral Account is maintained to clause (i) execute and deliver a Control Agreement or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds other appropriate instrument with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account. The provisions of the previous sentence shall not apply to Excluded Accounts or Foreign Accounts. (c) Neither Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar6.6. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence and transfer into funds to the new Collateral Account all funds from Holders according to the non-qualifying Collateral Account. Initiallyprovisions of this Indenture, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, Documents and the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlIndenture Subordination Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Servicer Collateral Account shall be a trust account and shall be established and maintained by the Grantor Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall cause: (i) all amounts representing be credited thereto. All cash and Cash Equivalents received by the proceeds Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of ZVF Vehicles the Collateral, issuances of Additional Notes and other awards or ZVF Segregated Vehicles proceeds pursuant to third parties the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture, the Collateral Documents or the Indenture Subordination Agreement, and thereafter shall be held, applied and/or disbursed by the ServicerTrustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 6.10 and Section 11.8(a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the Trustee to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the applicable Segregated Series of Notes if it is Proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.1(a) hereof, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after the deposit of The Trustee shall have no liability for any funds into a Collateral Account, but loss incurred in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral connection with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.8(c).

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence funds to the Holders according to the provisions of this Indenture and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlDocuments. (b) The Servicer Collateral Account shall be a deposit account maintained with, and under the Grantor sole control of, the First-Priority Collateral Agent and shall cause: (i) all amounts representing be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the proceeds Junior First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of ZVF Vehicles or ZVF Segregated Vehicles the Notes Collateral pursuant to third parties the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the ServicerFirst-Priority Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the Junior First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the Junior First Lien Notes Collateral Agent in writing to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the applicable Segregated Series Junior First Lien Notes Collateral Agent holds Cash Equivalents pending investment direction from the Company, such Cash Equivalents will be uninvested until one (1) Business Day after the Junior First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Notes if it is Proceeds Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after Neither the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, Trustee nor the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Junior First Lien Notes Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit have any liability for any loss incurred in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of connection with any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.08(c).

Collateral Accounts. (a) The Collateral Each of the Administrative Agent and the Indenture Trustee shall establish and maintain two accounts into which it shall deposit all amounts received by it in its capacity as Administrative Agent or Indenture Trustee, as the case may be (and not in any other capacity), in respect of the Shared Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Shared Collateral pursuant to the Pledge Agreement to which it is a party. One of the two accounts of such person referred to in the preceding sentence shall be established and maintained by each of the Administrative Agent and the Indenture Trustee for the benefit of the Secured Credit Agreement Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) respect of the New York UCC Outstanding Credit Agreement Obligations (each a “"Credit Agreement Collateral Account”", and collectively the "Credit Agreement Collateral Accounts"), and the second account shall be established and maintained by each in the name of the Collateral Administrative Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held Indenture Trustee for the respective benefit of the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Secured Parties as their interests may appear. Each Collateral Account Accounts shall be maintained held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the terms hereof and of the Pledge Agreement to which it is a party, it being understood that any such amounts may be released to the Borrower to the extent required by the applicable Pledge Agreement (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any amounts so released to be released from the respective Collateral Account is not maintained Accounts pro rata in accordance with the previous sentence, then within ten (10) Business Days aggregate amounts deposited in such accounts during the term of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receiptAgreement; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be aggregate amounts deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable either Credit Agreement Collateral Account and, shall be deemed to the extent that have been reduced by any amounts released from such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. paragraph (d) If at below). None of the Companies shall have any time the Servicer or any Secured Party shall receive any funds rights with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreementto, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer Administrative Agent or such Secured Partythe Indenture Trustee, as the case may be, shall forthwith take reasonable steps have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Administrative Agent or the Indenture Trustee, as the case may be, is required at any time to ensure that such deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated as among, and deposited in, the applicable Credit Agreement Collateral Account and the applicable Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) Each of the Administrative Agent and the Indenture Trustee shall establish sub-accounts in its Credit Agreement Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are remitted deposited in the Credit Agreement Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Administrative Agent shall apply any funds in the sub-account with respect to such Letter of Credit to the Person reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrower pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so entitled thereto released shall be allocated among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations, respectively, at such time. (e) Each of the Administrative Agent and the Indenture Trustee shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses incurred by such person in administering and carrying out their respective obligations under this Agreement or the Pledge Agreements, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which such person is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account (provided that the aggregate amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be deemed to have been reduced by any amounts released from such Person directs Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. Each of the Administrative Agent and the Indenture Trustee shall reimburse any Credit Agreement Party or Senior Note Creditor, as otherwise the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Party or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the Related Documentsproviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Administrative Agent and the Indenture Trustee in the Collateral Accounts (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Administrative Agent or the Indenture Trustee receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Companies under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Administrative Agent or the Indenture Trustee, as applicable, shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full).

Collateral Accounts. (a) The Collateral Agent Each Borrower or Lessor, as the context may require, shall establish and maintain for prior to the benefit of relevant Drawdown Date at the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC Security Trustee an account (each a “Collateral Account” and together the “Collateral Accounts”), each ) in the name of and under the Collateral Agent that control of the Security Trustee, into which all Basic Rent, Return Compensation Payments and any Event of Loss proceeds, and any other amounts payable by the relevant Lessee to such Mortgagor under the relevant Lease (including proceeds of insurance but excluding any Excluded Payment, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease), and all amounts payable in connection with the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower under a Swap Agreement with respect thereto, shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying relevant Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained The balance from time to time in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts shall be under the control of the Security Trustee and shall constitute part of the Mortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to the flow of funds withdrawal only as provided herein. All amounts deposited into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified applied in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. manner set forth in Section 3.01 (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format subject to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer Section 3.02 or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party3.03, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted ). Subject to the Person so entitled thereto or as such Person directs or as otherwise provided foregoing, the relevant Mortgagor and the Security Trustee hereby irrevocably instruct Wilmington Trust Company to apply amounts on deposit in the Related DocumentsCollateral Accounts in the manner set forth in Section 3.01, 3.02 or 3.03, as the case may be. Such Mortgagor and the Security Trustee agree that any amounts received into the relevant Collateral Account and not immediately applied pursuant to Section 3.01 or 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the relevant Mortgagor, or, following the occurrence of a Default or an Event of Default which is continuing, the Required Participants, and that any income earned or losses incurred on such investments will be for the account of the relevant Mortgagor (where funds credited to such Collateral Account are invested). For the avoidance of doubt, the Mortgagee and each Mortgagor agrees that any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease that is deposited in a Collateral Account may be paid to the relevant Mortgagor or the Borrower Parent.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective each Secured Parties Party as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the each Grantor shall cause: (i) all amounts representing due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account andby the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the extent that any Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account; (ii) all amounts are representing the proceeds from sales of Vehicles to third parties, other than the Manufacturers or their related auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received receipt by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into in a Collateral Account; and; (iiiiv) all other Proceeds from amounts payable by the sale (other than a sale Nominee pursuant to Zipcar under Section 2.4 of the ZVF Lease11(b) of the Vehicle Collateral, Nominee Agreement to be deposited directly into the applicable a Collateral Account and, to the extent that any such Proceeds are received by the ServicerNominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of such receiptreceipt by the Servicer. In addition, if the any Grantor receives receiving any Proceeds of the Vehicle Collateral directly, it directly shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (iii), (iii) or (iivii) of this Section 2.4(b2.5(b) and determines that such amount is Proceeds of the ZVF HVF Collateral, Proceeds of the ZVF Segregated Collateral HGI Collateral, Proceeds with respect to the GE Financed Vehicles or Proceeds with respect to the other vehicles Vehicles owned by Zipcar Hertz before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the ZVF HVF Vehicle Collateral, deposit such amount directly into the collection account specified HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Segregated Series Supplement for the applicable Segregated Series of Notes Master Exchange Agreement if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and the HGI Collateral, deposit such amount directly into an account specified by Zipcar the GE Collateral Account or a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit such amount directly into an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the other vehicles Vehicles owned by ZipcarHertz. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF HVF Vehicle Collateral and Collateral, (ii) the amount thereof which represents Proceeds of ZVF Segregated Series the HGI Vehicle Collateral Collateral, (iii) the amount thereof which represents Proceeds with respect to each Segregated Seriesthe GE Financed Vehicles and (iv) the amount thereof which represents Proceeds with respect to the other Vehicles owned by Hertz. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the ZVF HVF Collateral, withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral, withdraw from the applicable Collateral Account and deposit in either the GE Collateral Account or a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to the GE Financed Vehicles and withdraw from the applicable Collateral Account and deposit in either an account designated by Hertz or a Hertz Exchange Account other than a ▇▇▇▇▇ ▇▇ Exchange Account for application in accordance with Section 4.02 of the appropriate collection account relating to the applicable Segregated Series Master Exchange Agreement all amounts representing Proceeds with respect to other Vehicles owned by Hertz. Upon receipt by a Responsible Officer of the Collateral Agent from a Manufacturer of any ZVF Segregated Series Vehicle Collateralinformation pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents. (e) The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All investments of funds on deposit in any Collateral Account shall be redeemable or mature on the next Business Day. The Collateral Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and investment expenses) shall be payable to the Servicer on each Payment Date.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence and transfer into funds to the new Collateral Account all funds from Holders according to the non-qualifying Collateral Account. Initiallyprovisions of this Indenture, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, Documents and the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlIntercreditor Agreements. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Servicer Collateral Account shall be a trust account and shall be established and maintained by the Grantor Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall cause: (i) all amounts representing be credited thereto. All cash and Cash Equivalents received by the proceeds Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of ZVF Vehicles the Collateral, issuances of Additional Notes and other awards or ZVF Segregated Vehicles proceeds pursuant to third parties the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture, the Collateral Documents or the Intercreditor Agreements, and thereafter shall be held, applied and/or disbursed by the ServicerTrustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.05, Section 6.10 and Section 11.08(a). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the Trustee to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement for times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the applicable Segregated Series of Notes if it is Proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.05 hereof, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after the deposit of The Trustee shall have no liability for any funds into a Collateral Account, but loss incurred in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral connection with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.08(c).

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with with, the previous sentenceSecurity Documents, then within ten (10) Business Days of obtaining knowledge and to make further distributions of such factfunds to the Holders according to the provisions of this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. (b) Prior to the Escrow Release Date, the Collateral Agent shall establish a new have established the Collateral Account Accounts, which complies with such sentence shall at all times hereafter until this Indenture shall have terminated, be maintained with, and transfer into under the new Collateral Account all funds from the non-qualifying Collateral Account. Initiallysole control of, each Collateral Account will be established with the Collateral Agent. Notwithstanding The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All Net Proceeds from Asset Sales, Recovery Events in respect of Collateral, Net Awards or Net Insurance Proceeds in an aggregate amount in excess of $10.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuer to make any contrary provision that may application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be contained in any Related Document, the provisions contained in this Agreement relating to made into the Collateral Accounts and to under this Indenture, the flow of funds into and out of Security Documents or the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Accounts are consented Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlmake such deposit. (bc) The Servicer and Pending the Grantor shall cause: (i) all amounts representing distribution of funds in the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, Issuer may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Issuer may grant direct the Servicer online access Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in “read-only” format to view balances, deposits and activity relating the Collateral Account shall be credited to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit have no liability for any loss incurred in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of connection with any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.8(c).

Collateral Accounts. (ai) The Collateral Agent Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under the Group 1 Credit Support Annexes (“Group 1 Custodian”). The Group 1 Custodian shall establish and maintain Group 1 Collateral Account. The Group 1 Collateral Account shall be held in the name of the Group 1 Custodian in trust for the benefit of the Secured Parties one or more accountsHolders of the Class 1-A, Class 1-M and Class 1-B Certificates. The Group 1 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 1 Collateral Account, Group 1 Supplemental Interest Trust Trustee, as “Deposit AccountsGroup 1 Custodian for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” under The Group 1 Custodian shall credit to the Group 1 Collateral Account all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the related Group 1 Credit Support Annex. The Group 1 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Group 1 Collateral Account in accordance with the related Group 1 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex shall be invested at the written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the related Group 1 Credit Support Annex. All amounts earned on amounts on deposit in the Group 1 Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in Section 9-102(a)(29the Group 1 Schedule) with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 1 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex, shall be applied by the Group 1 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 1 Credit Support Annex) in accordance with the related Group 1 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex and remaining after payment of all amounts owing to Party B shall be withdrawn from the Group 1 Collateral Account and paid to [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex. (ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the New York UCC Custodian as defined under Group 2 Credit Support Annexes (each a “Group 2 Custodian”). The Group 2 Custodian shall establish the Group 2 Collateral Account”), each . The Group 2 Collateral Account shall be held in the name of the Collateral Agent that shall be administered and operated as provided Group 2 Custodian in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held trust for the respective benefit of the respective Secured Parties as their interests may appearHolders of the Class 2-A Certificates. Each The Group 2 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be maintained (i) with a Qualified Institution or (ii) entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 2 Collateral Account, Group 2 Supplemental Interest Trust Trustee, as a segregated trust account with a Qualified Trust Institution. If any Group 2 Custodian for the benefit of holders of the Class 2-A Certificates.” The Group 2 Custodian shall credit to the Group 2 Collateral Account is not maintained all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out terms of the Collateral Accounts are consented to by related Group 2 Credit Support Annex. The Group 2 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Group 2 Collateral Account in accordance with this Section 2.4(b), the Servicer related Group 2 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex shall deposit such amount directly into be invested at the Collection Account if it is Proceeds written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the ZVF Vehicle Collateral, related Group 2 Credit Support Annex. All amounts earned on amounts on deposit such amount directly into the collection account specified in the Segregated Series Supplement Group 2 Collateral Account (whether cash collateral or securities) shall be for the applicable Segregated Series account of Notes if it is Proceeds and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of any ZVF Segregated Series Vehicle Collateral and deposit such amount into investments or investment losses incurred thereon. Upon the occurrence of an account specified by Zipcar if it is Proceeds Event of other vehicles owned by Zipcar. Default or Specified Condition (ceach as defined in the Group 2 Schedule) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series[CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any such Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 2 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex, shall be applied by the Group 2 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 2 Credit Support Annex) in accordance with the related Group 2 Credit Support Annex. The Collateral Agent Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex and remaining after payment of all amounts owing to Party B shall pursuant to and promptly after receipt of instructions be withdrawn from the Servicer, withdraw from the applicable Group 2 Collateral Account and deposit paid to [CAP/SWAP COUNTERPARTY] in accordance with the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateralrelated Group 2 Credit Support Annex. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders distributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence funds to the Holders according to the provisions of this Indenture and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlDocuments. (b) The Servicer Collateral Account shall be a deposit account maintained with, and under the Grantor sole control of, the First Lien Notes Collateral Agent and shall cause: (i) all amounts representing be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the proceeds First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of ZVF Vehicles or ZVF Segregated Vehicles the Notes Collateral pursuant to third parties the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the ABL Intercreditor Agreement, be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the ServicerFirst Lien Notes Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, ‎Section 2.01(a), ‎Section 3.02, ‎Section 6.10 and ‎Section 11.08(a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the First Lien Notes Collateral Agent shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer shall deposit Company may direct the First Lien Notes Collateral Agent in writing to invest such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account funds in Cash Equivalents specified in such direction, such investments to mature by the Segregated Series Supplement times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the applicable Segregated Series First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Notes if it is Proceeds Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any ZVF Segregated Series Vehicle Collateral such investments and deposit to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under ‎Section 2.01(a) and ‎Section 3.02, such amount into an account specified by Zipcar if it is Proceeds direction to certify that no Event of other vehicles owned by Zipcar. (c) The Collateral Agent Default shall promptly notify have occurred and be continuing. Any gain or income on any investment of funds in the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after Neither the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, Trustee nor the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The First Lien Notes Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit have any liability for any loss incurred in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of connection with any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents‎(c).

Collateral Accounts. (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements. (b) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under Collateral Accounts when and as defined in Section 9-102(a)(29) needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the New York UCC (each a “corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of Collateral, Recovery Events, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Non-ABL Collateral Account”), each in the name case of proceeds from Non-ABL Collateral, or in the ABL Collateral Account, in the case of proceeds from ABL Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent that shall be administered and operated Agent, as provided in this Agreementapplicable, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentenceterms of this Indenture (including, then within ten (10) Business Days of obtaining knowledge of such factwithout limitation, Sections 2.1(a), 3.7, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into Documents or the new Collateral Account all funds from Intercreditor Agreements, the non-qualifying Collateral Account. Initially, each Collateral Account will be established with Trustee and/or the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the provisions contained in this Agreement relating to Trustee and/or the Collateral Accounts and Agent to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any make such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcardeposit. (c) The Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall promptly notify the Servicer when funds are deposited have any liability for any loss incurred in connection with any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.8(c).

Collateral Accounts. (aA) The There is hereby established with the Collateral Agent shall establish and maintain for a cash collateral account (the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “"General Collateral Account”), each ") in the name and under the control of the Collateral Agent that into which there shall be administered and operated as provided in deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement, bearing a designation clearly indicating that the funds deposited Agreement for credit to subaccounts therein are held for the respective benefit of the respective Secured Parties as their interests may appearLien Grantors. Each Any income received by the Collateral Agent with respect to the balance 765749.1 10/9/98 7:28p from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to subsection 9(G) hereof, shall be maintained constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor shall (x) not more than 60 days after the Closing Date, in the case of any Subsidiary Guarantor and (y) not later than January 31, 1999, in the case of the Borrower, instruct all account debtors and other Persons obligated in respect of all Accounts of such Lien Grantor to make all payments in respect of such Accounts either (i) with directly to the Collateral Agent (by instructing that such payments be remitted to a Qualified Institution post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in any state (other than Louisiana) in the United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by such Lien Grantor and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which such Lien Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. In addition to the foregoing, each Lien Grantor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, such Lien Grantor shall as promptly as possible deposit such proceeds into the General Collateral Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. (C) There is hereby established with the Collateral Agent a segregated trust cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreements, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with a Qualified Trust Institutionrespect to the balance from time to time standing to the credit of the Insurance Account, including any interest or 765749.1 10/9/98 7:28p capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) The balance from time to time standing to the credit of the General Collateral Account shall, except upon the occurrence and continuance of an Event of Default, be distributed to the Borrower or the applicable Lien Grantor upon its order. If any immediately available cash on deposit in the General Collateral Account is not maintained sufficient to make any distribution to the Borrower referred to in accordance with the previous sentence, then within ten sentence of this Section (10) Business Days of obtaining knowledge of such factD), the Collateral Agent shall establish a new Collateral liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 9, such distribution shall not be made until such liquidation has taken place. (E) The balance from time to time standing to the credit of the Insurance Account which complies with such sentence and transfer into shall be subject to withdrawal only upon the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with instructions of the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related DocumentExcept upon the occurrence and continuance of an Event of Default, the provisions contained in this Agreement relating Collateral Agent agrees to give instructions to distribute such amounts to the Collateral Accounts Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the flow Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of funds into and out an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts are consented to by in the parties hereto (manner specified in accordance with Section 6.1 hereof) and shall control13. (bG) The Servicer Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Grantor Borrower shall cause: (i) all amounts representing determine, which Liquid Investments shall be held in the proceeds from sales name and be under the control of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a the Collateral Account andAgent; provided that, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days if an Event of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes Default has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant shall, if instructed by the Servicer online access in “read-only” format Required Lenders, cause such Liquid Investments to view balances, deposits be liquidated and activity relating apply or cause to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.be applied 765749.1 10/9/98 7:28p

Collateral Accounts. (a) The Each Borrower agrees to deposit in its respective Collateral Agent shall establish Accounts or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and maintain other rights to payment constituting Collateral (but not the proceeds of any loan to Borrower as a borrower made by any party other than Lender and permitted under the terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in the form received, except for the benefit Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts, all proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Secured Parties one Lender and shall not be commingled with any funds or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) property of the New York UCC (each a “Collateral Account”), each Borrower. Amounts deposited in the name Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender or the Borrower shall, after allowing two Banking Days after deposit in the Collateral Agent that shall be administered and operated as provided in this AgreementAccounts, bearing a designation clearly indicating that deposit such funds to the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appearLender's Account No. Each Collateral Account shall be maintained 6355010053 at Wells Fargo Bank, N. A. The Lender from time to time at its discre▇▇▇▇ shall, after allowing (i) with a Qualified Institution or one Banking Day after direct deposit in the Lender's Account No. 6355010053 at Wells Fargo Bank, N.A., and/or (ii) such later date as a segregated trust account with a Qualified Trust Institutionmay be req▇▇▇▇▇ for collection, apply such funds to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any Collateral Account such item is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factreturned uncollected, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into Borrower will immediately pay the new Collateral Account all funds from the non-qualifying Collateral Account. InitiallyLender, each Collateral Account will be established with or, for items deposited in the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related DocumentAccounts, the provisions contained in this Agreement relating bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Collateral Accounts and to the flow of funds into and out of Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts are consented to Accounts, whether or not in fact endorsed by the parties hereto (in accordance with Section 6.1 hereof) and shall controlBorrower. (b) The Servicer If a Default or Default Period exists and upon demand of the Grantor Lender, the Borrower shall cause: (i) all amounts representing establish one or more lockbox accounts as directed by the proceeds from sales of ZVF Vehicles Lender with such banks or ZVF Segregated Vehicles to third parties to depository institutions as shall be deposited directly into a Collateral Account and, satisfactory to the extent Lender and shall irrevocably direct all present and future Account debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that any all payments be made to such amounts are lockbox and shall include such lockbox address or addresses. All payments received by the Servicer, to in such lockbox accounts shall be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, processed to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by ZipcarAccounts. (c) The Collateral Agent shall promptly notify the Servicer when funds are Amounts deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant Accounts shall not bear interest and shall not be subject to withdrawal by the Servicer online access in “read-only” format to view balancesBorrower, deposits except after full payment and activity relating to the Collateral Account. Promptly after the deposit discharge of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle CollateralObligations. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under Collateral Accounts when and as defined in Section 9-102(a)(29) of needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the New York UCC (each a “sole control of, the Collateral Account”)Agent, each in subject to the name of Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent that at one of its corporate trust offices and all Collateral shall be administered credited thereto. All cash and operated as provided in this AgreementCash Equivalents received by the Trustee and/or Collateral Agent from awards or proceeds pursuant to the Collateral Documents, bearing a designation clearly indicating that including earnings, revenues, rents, issues, profits and income from the funds deposited therein are held for Collateral received pursuant to the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account Documents, shall be maintained (i) with a Qualified Institution deposited in the Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or (ii) the Collateral Agent, as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained applicable, in accordance with the previous sentenceterms of this Indenture (including, then within ten (10without limitation, Sections 3.7, 6.10 and 10.9(a)) Business Days of obtaining knowledge of such factand the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into Documents or the new Collateral Account all funds from Intercreditor Agreement, the non-qualifying Collateral Account. Initially, each Collateral Account will be established with Trustee and/or the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the provisions contained in this Agreement relating to Trustee and/or the Collateral Accounts and Agent to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any make such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcardeposit. (c) The Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall promptly notify the Servicer when funds are deposited have any liability for any loss incurred in connection with any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 10.9(c).

Collateral Accounts. (a) The Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral Agent to make such payments directly to the Collateral Account until such time as the Obligations are paid in full and this Agreement has been irrevocably termintaed. All of Borrowers' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Borrowers or any other amount constituting Collateral shall establish conspicuously direct that all payments be made to the Collateral Account and maintain shall include the address for the benefit of Collateral Account. If, notwithstanding the Secured Parties one or more accountsinstructions to Account Debtors to make payments to the Collateral Account, as “Deposit Accounts” under any Borrower receives any payments, such Borrower shall deposit such payments into the Collateral Account. Until so deposited, such Borrower shall hold all such payments in trust for and as defined in Section 9-102(a)(29the property of Lender and shall not commingle such payments with any of its other funds or property. Commencing one hundred and twenty (120) days after the Closing Date, to the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrowers shall pay Lender a fee equal to five percent (5%) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge amount of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating payment not so remitted to the Collateral Accounts and to the flow Account with a minimum fee of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control$25 per payment. (b) The Servicer and All deposits in the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, shall constitute Proceeds. The proceeds shall be applied to the extent that any Loans at such amounts are received by times as set forth in Paragraph 9(b) hereof, Lender from time to time at may apply deposited funds in the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that payment of the Obligations, in any such insurance proceeds order or warranty manner of application satisfactory to Lender. In the absence of an Event of Default, payments are received by shall be applied to amounts then due and payable in the Servicerfollowing order: (1) to fees and expenses reimbursable hereunder; (2) to interest on the Loans; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 19, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect ratably to the ZVF Vehicles shall not be required aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by ZipcarObligations. (c) The Collateral Agent shall promptly notify the Servicer when funds are All items deposited in any the Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrowers will immediately pay Lender, or, for items deposited in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrowers' commercial account or other account at such bank. Promptly after Borrowers shall be liable as an endorser on all items deposited in the deposit of any funds into a Collateral Account, but whether or not in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateralfact endorsed by Borrower. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto All amounts in writing (upon which written advice the Collateral Agent may conclusively rely) and Account in excess of the Servicer or such Secured Party, as the case may be, then existing Obligations shall forthwith take reasonable steps to ensure that such funds are be remitted to the Person so entitled thereto or as Borrowers within three (3) Business Days of such Person directs or as otherwise provided in the Related Documentsamounts becoming good funds.

Collateral Accounts. (aA) The There is hereby established with the Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall establish be deposited in the General Collateral Account. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and maintain under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties one or more accountsParties, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each with a “Collateral Account”)perfected Security Interest therein, each in the name of the Collateral Agent that Liquid Investment shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall causeeither: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Account Parties shall at all times maintain the Collateral Accounts in accordance with their applicable Account Control Agreements and the other Financing Documents. Tellurian and its domestic Subsidiaries shall ensure that each Collateral Account is at all times subject to an Account Control Agreement, and shall not maintain any securities accounts or deposit accounts other than: (a) the Collateral Accounts; and (b) Excluded Accounts; provided that Tellurian and its domestic Subsidiaries shall be permitted to open new securities accounts or deposit accounts so long as Tellurian or such Subsidiary enters into an Account Control Agreement within 15 days of opening such account (or such longer period agreed to by the Required Lenders). (b) At all times each Loan Party shall deposit and maintain, or cause to be deposited and maintained, all Project Revenues, insurance proceeds, and other amounts received into the Collateral Accounts, and request or make only such payments and transfers out of the Collateral Accounts as permitted by the Financing Documents. (c) The Loan Parties shall cause the aggregate amount of cash on deposit in the Collateral Accounts, as of the last day of each calendar month, to equal or exceed $30,000,000. Within five (5) Business Days following the last day of each calendar month, the Borrower shall deliver: (i) a certificate to the Administrative Agent in the form attached hereto as Exhibit G certifying that the Loan Parties are in compliance with the requirements of this Section 5.18(c); and (ii) in electronic format, the balance on deposit in each Collateral Account and each Excluded Account as of the last day of such calendar month. (i) If Tellurian or any domestic Subsidiary of Tellurian (other than ProductionCo or its Subsidiaries) opens, or instructs any Person to open, any deposit account or securities account after the Closing Date, then the Borrower shall establish notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, within five (5) days thereafter. (ii) If ProductionCo or any of its Subsidiaries opens, or instructs any Person to open, any securities account or deposit account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, on or prior to the date that the Borrower is required to deliver the next certificate pursuant to Section 5.18(c) after the date on which such account is opened. (e) If: (i) ProductionCo has satisfied in full all of its obligations under the ProductionCo Credit Agreement (other than contingent obligations that survive repayment in full of the Indebtedness under the ProductionCo Credit Agreement); and (ii) has not entered into a Permitted Refinancing of the ProductionCo Loan Documents contemporaneously therewith, then the Loan Parties shall not permit ProductionCo or any of its Subsidiaries to maintain any deposit accounts or securities accounts unless such deposit accounts or securities accounts are subject to a perfected, first-priority security interest of the Collateral Agent for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlParties. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under Collateral Accounts when and as defined in Section 9-102(a)(29) of needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the New York UCC (each a “sole control of, the Collateral Account”), each in the name of Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent that at one of its corporate trust offices (which may include the Corporate Trust Office) and all Collateral shall be administered credited thereto. All cash and operated as provided in this AgreementCash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of First-Priority Collateral, bearing a designation clearly indicating that Recovery Events, foreclosures of or sales of First-Priority Collateral, Net Insurance Proceeds and other awards or proceeds pursuant to the funds deposited therein are held for Collateral Documents, including earnings, revenues, rents, issues, profits and income from the respective benefit of Collateral received pursuant to the respective Secured Parties as their interests may appear. Each Collateral Account Documents, shall be maintained (i) with a Qualified Institution deposited in the Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or (ii) the Collateral Agent, as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained applicable, in accordance with the previous sentenceterms of this Indenture (including, then within ten (10) Business Days of obtaining knowledge of such factwithout limitation, Sections 3.8, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into Documents or the new Collateral Account all funds from Intercreditor Agreement, the non-qualifying Collateral Account. Initially, each Collateral Account will be established with Trustee and/or the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the provisions contained in this Agreement relating to Trustee and/or the Collateral Accounts and Agent to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any make such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcardeposit. (c) The Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall promptly notify the Servicer when funds are deposited have any liability for any loss incurred in connection with any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 11.8(c).

Collateral Accounts. (a) The Collateral Agent shall is hereby authorized to establish and maintain for the benefit of the Secured Parties one or more accountsat its office at One Bankers Trust Plaza, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”)York, each New York, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and the second, a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to herein as the "GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is referred to herein as the "L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, collectively, are referred to herein as the "COLLATERAL ACCOUNTS". All amounts at any time held in the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent that hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be administered subject to such applicable laws, and operated such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement, bearing a designation clearly indicating that . To the funds deposited therein are held for the respective benefit extent permitted under Regulation Q of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If Board of Governors of the Federal Reserve System, any Collateral Account is not maintained cash held in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to the flow Collateral Agent's rights hereunder, any interest earned on deposits of funds into and out of cash in the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account andin, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified held in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by ZipcarAccounts. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain at its principal banking office in New York City four accounts into which it shall (except as otherwise explicitly provided in any Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral or pursuant to enforcement of the Guarantee Agreement upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document; PROVIDED, HOWEVER, that notwithstanding any other provision of this Agreement, amounts that Chase shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as Agent, and not through enforcement of the Guarantee Agreement upon an Actionable Default or through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be deposited in the Collateral Accounts. One of the four accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined Credit Agreement Creditors in Section 9-102(a)(29) respect of the New York UCC Outstanding Revolving Credit Facility Obligations (each a “the "REVOLVING CREDIT FACILITY COLLATERAL ACCOUNT"), the second shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Term Facility Obligations (the "TERM FACILITY COLLATERAL ACCOUNT"), the third account shall be established and maintained for the benefit of the Tranche A Exchange Note Purchasers (the "TRANCHE A EXCHANGE NOTE PURCHASE AGREEMENT COLLATERAL ACCOUNT") and the fourth shall be established and maintained for the benefit of the LOC Creditors (the "LETTER OF CREDIT COLLATERAL ACCOUNT" and, together with the Revolving Credit Facility Collateral Account”, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account, the "COLLATERAL ACCOUNTS"), each . All amounts deposited in the name of respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents, it being understood that shall any such amounts may be administered and operated as provided released to the Company to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; PROVIDED, bearing a designation clearly indicating HOWEVER, that the funds aggregate amounts deposited therein are held for in the respective benefit Letter of the respective Secured Parties as their interests may appear. Each Credit Collateral Account shall be maintained deemed to have been reduced by any amounts released from such Account pursuant to paragraph (id) below). The Company, TA, National and TAFSI shall have no rights with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentencerespect to, then within ten (10) Business Days of obtaining knowledge of such fact, and the Collateral Agent shall establish a new Collateral Account which complies with such sentence have exclusive dominion and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initiallycontrol over, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlAccounts. (b) The Servicer Except as set forth in paragraphs (d), (g) and (h) below, and subject to the provisions of paragraph (h) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Grantor shall cause: (i) all amounts representing the proceeds from sales Letter of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Credit Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account pro rata in accordance with this Section 2.4(b)the aggregate amount of Outstanding Revolving Credit Facility Obligations, the Servicer shall deposit Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcartime. (c) The Collateral Agent shall promptly notify establish sub-accounts in the Servicer when Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated between, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded LOC Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in any the Letter of Credit Collateral Account orpursuant to paragraph (b) above, in lieu any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent may grant shall, upon the Servicer online access written request of the Agent, apply any funds in “readthe sub-only” format account with respect to view balances, deposits and activity relating such Letter of Credit to the Collateral Account. Promptly after reimbursement of such LC Disbursement as if such reimbursement were being made by the deposit Company pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded LOC Exposure thereunder (other than as a result of an LC Disbursement), the amount of funds into in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded LOC Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, but in no event more than three Business Days thereafterthe Term Facility Collateral Account, the Servicer Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (e) The Collateral Agent shall instruct have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the out-of-pocket costs and expenses (including reasonable attorney fees and disbursements) incurred by the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds administering and carrying out its obligations under this Agreement or any of the ZVF Vehicle Support Documents, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts which have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; PROVIDED, HOWEVER, that any such application shall be allocated as between the Revolving Credit Facility Collateral Account, Term Facility Collateral Account, the Letter of Credit Collateral Account (iiprovided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the amount thereof which represents Proceeds Tranche A Exchange Note Purchase Agreement Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Seriesthis Agreement. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of reimburse any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer Credit Agreement Creditor or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured PartyTranche A Exchange Note Purchaser, as the case may be, shall forthwith take reasonable steps prior to ensure that applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(e) by such Credit Agreement Creditor or Tranche A Exchange Note Purchaser by application of funds are remitted to in the Person so entitled thereto or Collateral Accounts in the same manner as such Person directs or as otherwise provided in the Related Documentsproviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of the Company, TA, National or TAFSI under any of the Credit Transaction Documents (collectively, "REIMBURSEMENT OBLIGATIONS"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, HOWEVER, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Participating Creditors (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $4,000,000. (i) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts in respect of any Mortgaged Property and the related Mortgage omits as a secured obligation the Outstanding Revolving Credit Facility Obligations (including Letters of Credit) (each such Mortgage being a "PARTIAL MORTGAGE"), then, (A) all such amounts that the Collateral Agent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Term Facility Obligations and the Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (B) none of the amounts so deposited in the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account shall be deposited in the Revolving Credit Facility Collateral Account or the Letter of Credit Collateral Account pursuant to Section 4.02(b) or 4.02(c), respectively.

Collateral Accounts. (a) The Collateral Agent shall establish and maintain Trustee is authorized to receive any funds for the benefit of the Secured Parties one or more accountsHolders dis- tributed under, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), each in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such factwith, the Collateral Agent shall establish a new Collateral Account which complies with Documents, and to make further distributions of such sentence and transfer into funds to the new Collateral Account all funds from Holders according to the non-qualifying Collateral Account. Initiallyprovisions of this Indenture, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, Documents and the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall controlIntercreditor Agreement. (b) Within sixty (60) days after the Issue Date, or as soon as practicable thereafter upon the use of commercially reasonable efforts, the Company shall establish the Collateral Account, which shall be under the sole dominion and control of the Notes Collateral Agent. The Servicer Collateral Ac- count shall be a trust account and may be established and maintained by the Grantor Notes Collateral Agent at one of its corporate trust offices and all proceeds in respect of the Notes Collateral shall cause: (i) all amounts representing be credited thereto. All cash and Cash Equivalents received by the proceeds Trustee from Asset Sales or Recovery Events in respect of Notes Collateral, or from foreclosures of or sales of ZVF Vehicles Notes Collateral, issuances of Additional Notes and other awards or ZVF Segregated Vehicles proceeds pursuant to third parties the Collateral Documents, including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall be deposited directly into a in the Collateral Account and, to the extent that any such amounts are received required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the ServicerNotes Collat- eral Agent in accordance with the terms of this Indenture (including, without limitation, Section 3.05, Section 6.10 and Section 12.08(a)). In connection with any and all deposits to be deposited made into a the Collateral Account within two Business Days of under this Indenture, the Notes Collateral Agent shall receive an Officers’ Certificate directing the Notes Collateral Agent to make such receipt;deposit. (iic) all insurance proceeds and warranty payments Pending the distribution of funds in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iii) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b)the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Servicer Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents spec- ified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall deposit have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to sell, liquidate or cause the redemption of any such amount directly into investments and to transmit the Collection Account if it is Proceeds proceeds to the Company or its designee, in each case, to the extent permitted under Section 3.05 hereof, such direction to certify that no Event of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, in lieu thereof, the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and activity relating shall be credited to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Notes Collateral Agent shall pursuant to and promptly after receipt of instructions from have no liability for the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds se- lection of any ZVF Segregated Series Vehicle Collateral. (d) If at Cash Equivalent or for any time the Servicer loss incurred in connection with any investment or any Secured Party shall receive any funds sale, liquidation or redemption thereof made in accordance with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related DocumentsSection 12.08(c).