Common use of Deposit and Securities Accounts Clause in Contracts

Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which Agent, on behalf of Lenders has obtained a perfected security interest. Notwithstanding the foregoing, Agent will not have a security interest in (i) Flexcar’s certificate of deposit number 22344804 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iii) Parent’s account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash pledged to VPSI, Inc. to support Borrower’s financing obligations; (vi) Parent’s account number 8800063910 securing letter of credit 0000000000 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through (vii), including without duplication any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount. For so long as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts.

Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which Agent, on behalf of Lenders Lender has obtained a perfected first priority security interest. Notwithstanding the foregoing, Agent Lender will not have a security interest in (i) Parent’s deposit account numbers 00000000, 00000000, and 60-5818-79-8 with Cambridge Trust Company (the “CTC Accounts”), provided the aggregate amount in the CTC Accounts shall not exceed $3,000,000 and the CTC Accounts shall be closed within 120 days of the date of this Agreement and all cash from the CTC Accounts shall be transferred into a deposit account in which Lender has obtained a perfected first priority security interest at or prior to the time such cash is transferred; (ii) Flexcar’s certificate account numbers 00000000, 00000000, 11613403, 11615408 and 0000000 with Bank of America (the “BOA Accounts”), provided the aggregate amount in the BOA Accounts shall not exceed $100,000 and the BOA Accounts shall be closed within 120 days of the date of this Agreement and all cash from the BOA Accounts shall be transferred into a deposit account in which Lender has obtained a perfected first priority security interest at or prior to the time such cash is transferred; (iii) Flexcar’s certificates of deposit number 22344804 numbers 21918986 and 21558138 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (iiiv) Flexcar’s certificate of deposit number 22298407 22088214 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iiiv) Parent’s account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 , provided the amount in such account shall not exceed GBP 236,000 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash pledged to VPSI, Inc. to support Borrower’s financing obligations; (vi) Parent’s account number 8800063910 securing letter of credit 0000000000 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through (viivi), including without duplication inclusive and any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount$5,000,000. For so long as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts.

Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which Agent, on behalf of Lenders Lender has obtained a perfected first priority security interest. Notwithstanding the foregoing, Agent Lender will not have a security interest in (i) Flexcar’s certificate certificates of deposit number 22344804 22289388 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iii) Parent’s account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash in the amount of $500,000 pledged to VPSI, Inc. to support Borrower’s financing obligations; and (vi) Parent’s account number 8800063910 securing letter of credit 0000000000 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through (viivi), including without duplication inclusive and any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount. For so long as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts. VI. Section 6 of the Agreement, a new Section 6.9 shall be added:

Deposit and Securities Accounts. Maintain any deposit accounts (a) Borrowers shall maintain, and shall cause each other Loan Party to maintain, with Bank or accounts holding securities owned by Borrower except accounts in which AgentBank’s Affiliates, on behalf cash or Cash Equivalents equal to the lesser of Lenders has obtained a perfected security interest. Notwithstanding the foregoing, Agent will not have a security interest in (i) Flexcarall of Borrowers’ and Loan Parties’ cash and Cash Equivalents (less, (x) during the first ninety (90) days following the Closing Date, amounts maintained in Collateral Accounts held at Western Alliance Bank (so long as (A) Borrowers shall have made the initial deposit to a Collateral Account maintained with Bank or Bank’s certificate of deposit number 22344804 and any subsequent certificate of deposit accounts issued upon the maturity Affiliates as of the foregoing certificates of deposit Closing Date in accordance with Section 3.1(m) and shall not transfer material amounts to Collateral Accounts maintained at Western Alliance Bank at any time thereafter, (B) the Borrowers are using commercially reasonable efforts to close all Collateral Accounts maintained at Western Alliance Bank as soon as practicable following the Closing Date, and (C) any amounts maintained in Collateral Accounts at Western Alliance Bank are swept, no less frequently than weekly, to a Collateral Account maintained with Bank of America securing letter of credit number 3077144 issued or Bank’s Affiliates) and (y) amounts maintained in favor of Union Leasing; Excluded Accounts), or (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate of deposit accounts issued upon the maturity an amount equal to 200% of the foregoing certificate outstanding principal amount of deposit the Term Loan, in each case, as of such date of determination. (b) With respect to each Collateral Account maintained by a Loan Party other than with Bank (including with an Affiliate of America securing letter of credit number 3081863 issued Bank), Borrower Representative shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in favor of Gelco Corporation; such Collateral Account, in each case, within thirty (iii30) Parent’s days following the Closing Date (or such later date as Bank may agree in its reasonable discretion) (or, with respect to an account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash pledged to VPSI, Inc. to support Borrower’s financing obligations; (vi) Parent’s account number 8800063910 securing letter of credit 0000000000 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established acquired after the Closing Date, within thirty (30) days following such acquisition (or such later date hereof consisting as Bank may agree in its reasonable discretion)), provided that prior to delivery of restricted cash such Account Control Agreement(s) with respect to Collateral Accounts acquired after the Closing Date, balances or cash equivalents permitted under clause (vassets transferred to such Collateral Account(s) of shall not exceed $250,000 in the definition of Permitted Indebtednessaggregate for all such Collateral Accounts. The aggregate amounts foregoing requirement to be maintained in support of the financing arrangements referenced in clauses (iii) through (vii), including without duplication any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness obtain Account Control Agreements shall not at apply to Excluded Accounts. (c) In the event that Borrowers have Accounts in excess of $100,000 with respect to which Medicare or other similar programs of any time exceed Governmental Authority is the Threshold Amount. For so long Account Debtor, Borrowers shall notify Bank thereof on the next Compliance Certificate, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive Bank may reasonably require to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrowerprotect Bank’s management, interests in such Subsidiary’s deposit account or investment accountsAccounts and the proceeds thereof.

Deposit and Securities Accounts. Maintain any deposit accounts or accounts holding securities owned by Borrower except accounts in which Agent, on behalf of Lenders Lender has obtained a perfected security interest. Notwithstanding the foregoing, Agent Lender will not have a security interest in (i) Flexcar’s certificate of deposit number 22344804 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificates of deposit with Bank of America securing letter of credit number 3077144 issued in favor of Union Leasing; (ii) Flexcar’s certificate of deposit number 22298407 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Gelco Corporation; (iii) Parent’s account number S312163 with KeyBank issued in accordance with the terms of a certain Pledge Agreement dated December 26, 2006 as security for obligations of Zipcar UK to KeyBank; (iv) Flexcar’s certificate of deposit number 22293083 and any subsequent certificate of deposit accounts issued upon the maturity of the foregoing certificate of deposit with Bank of America securing letter of credit number 3081863 issued in favor of Donlen Corporation; (v) cash pledged to VPSI, Inc. Inc, to support Borrower’s financing obligations; (vi) Parent’s account number 8800063910 securing letter of credit 0000000000 with Silicon Valley Bank issued in favor of Merchants Automotive Group and (vii) other accounts established after the date hereof consisting of restricted cash or cash equivalents permitted under clause (v) of the definition of Permitted Indebtedness. The aggregate amounts to be maintained in support of the financing arrangements referenced in clauses (iii) through (vii), including without duplication any subsequent financing arrangements referenced in clause (v) of the definition of Permitted Indebtedness shall not at any time exceed the Threshold Amount. For so long as the Obligations are outstanding, Borrower shall not hold directly or indirectly, purchase or create a purchase order or directive to purchase any auction rate securities or similar financial instruments regardless of whether such securities are to be held by Borrower or through one or more brokerage accounts. Borrower shall not permit any non-Borrower Subsidiary (other than Zipcar Finance) to maintain more than the minimum required operating capital, as reasonably determined by Borrower’s management, in such Subsidiary’s deposit account or investment accounts.