AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated as of May 11, 2011 (the "Agreement"), among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (the "Issuer"), ZIPCAR, INC., a Delaware corporation, as administrator (the "Administrator"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as trustee (the "Trustee") under the Base Indenture (as hereinafter defined). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Amended and Restated Base Indenture dated as of May 11, 2011 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, but exclusive of any Segregated Series Supplements, the "Indenture") between the Issuer and the Trustee.