Base Indenture - 范本
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ZIPCAR VEHICLE FINANCING LLC,
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
AMENDED AND RESTATED BASE INDENTURE
Dated as of May 11, 2011
Car Sharing Asset Backed Notes (issuable in Series)
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.3 Accounting and Financial Determinations; No Duplication
Section 1.4 Rules of Construction
Section 2.1 Designation and Terms of Notes
Section 2.2 Notes issuable in Series
Section 2.3 Series Supplement for Each Series of Indenture Notes
Section 2.4 Execution and Authentication
Section 2.5 Registrar and Paying Agent
Section 2.6 Paying Agent to Hold Money in Trust
Section 2.8 Transfer and Exchange
Section 2.9 Persons Deemed Owners
Section 2.10 Replacement Notes
Section 2.15 Principal and Interest
Section 3.1 Grant of Security Interest
Section 3.2 Certain Rights and Obligations of ZVF Unaffected
Section 3.3 Performance of Collateral Agreements
Section 3.4 Release of Indenture Collateral
Section 3.5 Opinions of Counsel
Section 3.6 Stamp, Other Similar Taxes and Filing Fees
Section 4.1 Reports and Instructions to Trustee
Section 4.2 Reports to Note holders
Section 4.3 Rule 144A Information
ARTICLE V
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 5.1 Collection Account
Section 5.2 Collections and Allocations
Section 5.3 Determination of Monthly Interest
Section 5.4 Determination of Monthly Principal
Section 6.1 Distributions in General
Section 6.2 Optional Repurchase of Notes
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Section 7.1 Existence and Power
Section 7.2 Limited Liability Company and Governmental Authorization
Section 7.7 Tax Filings and Expenses
Section 7.9 Investment Company Act; Securities Act
Section 7.10 Regulations T, U and X
Section 7.12 Ownership of Limited Liability Company Interests; Subsidiary
Section 7.13 Security Interests
Section 7.14 Related Documents
Section 7.15 Non-Existence of Other Agreements
Section 7.16 Compliance with Contractual Obligations and Laws
Section 7.17 Other Representations
Section 8.2 Maintenance of Office or Agency
Section 8.3 Payment of Obligations
Section 8.4 Conduct of Business and Maintenance of Existence
Section 8.5 Compliance with Laws
Section 8.6 Inspection of Property, Books and Records
Section 8.7 Actions under the Collateral Agreements
Section 8.8 Notice of Defaults
Section 8.9 Notice of Material Proceedings
Section 8.11 Further Assurances
Section 8.13 Other Indebtedness
Section 8.17 Acquisition of Assets
Section 8.18 Dividends, Officers' Compensation, etc
Section 8.19 Legal Name; Location Under Section 9-301
Section 8.20 ZVF LLC Agreement
Section 8.22 No Other Agreements
Section 8.24 Maintenance of Separate Existence
Section 8.25 Manufacturer Programs
Section 8.26 Disposition of ZVF Vehicles
ARTICLE IX
AMORTIZATION EVENTS AND REMEDIES
Section 9.1 Amortization Events
Section 9.2 Rights of the Trustee upon Amortization Event or Certain Other Events of Default
Section 9.4 Waiver of Past Events
Section 9.5 Control by Requisite Investors
Section 9.6 Limitation on Suits
Section 9.7 Unconditional Rights of Holders to Receive Payment
Section 9.8 Collection Suit by the Trustee
Section 9.9 The Trustee May File Proofs of Claim
Section 9.11 Undertaking for Costs
Section 9.12 Rights and Remedies Cumulative
Section 9.13 Delay or Omission Not Waiver
Section 9.14 Reassignment of Surplus
Section 10.1 Duties of the Trustee
Section 10.2 Rights of the Trustee
Section 10.3 Individual Rights of the Trustee
Section 10.4 Notice of Amortization Events and Potential Amortization Events
Section 10.6 Replacement of the Trustee
Section 10.7 Successor Trustee by Merger, etc
Section 10.8 Eligibility Disqualification
Section 10.9 Appointment of Co-Trustee or Separate Trustee
Section 10.10 Representations and Warranties of Trustee
Section 10.11 ZVF Indemnification of the Trustee
ARTICLE XI
DISCHARGE OF INDENTURE
Section 11.1 Termination of ZVF's Obligations
Section 11.2 Application of Trust Money
Section 12.1 Without Consent of the Note holders
Section 12.2 With Consent of the Note holders
Section 12.3 Supplements and Amendments
Section 12.4 Revocation and Effect of Consents
Section 12.5 Notation on or Exchange of Notes
Section 12.6 The Trustee to Sign Amendments, etc
Section 13.2 Communication by Note holders With Other Note holders
Section 13.3 Certificate as to Conditions Precedent
Section 13.4 Statements Required in Certificate
Section 13.5 Rules by the Trustee
Section 13.6 Duplicate Originals
Section 13.7 Benefits of Indenture
Section 13.8 Payment on Business Day
Section 13.10 Submission To Jurisdiction; Waivers
Section 13.13 Counterpart Originals
Section 13.14 Table of Contents, Headings, etc
Section 13.15 Termination; Indenture Collateral
Section 13.16 No Bankruptcy Petition Against ZVF
Section 13.18 Waiver of Jury Trial
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Exhibits |
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Exhibit A |
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Form of Monthly Servicing Certificate |
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Exhibit B |
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Form of Officer's Certificate |
以上为全文目录：
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