Common use of Additional Lessees Clause in Contracts

Additional Lessees. Any Eligible Rental Car Company shall have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24. In the event an Eligible Rental Car Company desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company shall execute (if appropriate) and deliver to the Lessor, the Lender and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car Company, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car Company; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Company; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company complies with this Section 24 and that all conditions precedent herein provided for relating to such transaction have been complied with; (x) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a “Guarantor Subsidiary”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationGuarantor Subsidiary’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's Officers’ Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for from each of the fiscal years referred Rating Agencies that such Guarantor Subsidiary becoming a “Lessee” under this Lease will not cause a failure to above based on meet the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2013-G1 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without l imitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any third party as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company shall have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24. In the event an Eligible Rental Car Company desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car Company, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car Company; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Company; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company complies with this Section 24 and that all conditions precedent herein provided for relating to such transaction have been complied with; (x) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2010-3 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any court of competent jurisdiction as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) and the Dutch Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Dutch Security Trust Deed and the Issuer Security Trust Deed), any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Dutch Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of 39A37279892 WEIL:\96789896\1\52396.0010 those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, Dutch Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) and the Dutch Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Dutch Security Trust Deed and the Issuer Security Trust Deed), any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Dutch Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of A37279892 39 WEIL:\96789896\1\52396.0010 those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, Dutch Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor, any Permitted Change in Control Counterparty and any direct or indirect Subsidiary of a Permitted Change in Control Counterparty (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents with respect to the Group VI Series of Notes to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Permitted Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Permitted Lessee that purport to affect any Vehicles leased hereunder or any Collateral under the Base each Group VI Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyPermitted Lessee, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Companyeach applicable Rating Agency, as if any, referred to itself, and from in the Guarantor, as definition of “Rating Agency Condition” with respect to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion relevant Series of counsel stating Notes that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is Permitted Lessee becoming a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "“Lessee" ” under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company “Permitted Lessee” (as defined in the Master Lease) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of Section 28.1 of the Master Lease and the provisions of this Section 244.17. In the event an Eligible Rental Car Company a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Series 2011-2 Letter of Credit Provider and the Trustee: (i) a an Affiliate Joinder in Lease Enhancement Letter of Credit Application and Agreement in the form attached hereto as Attachment D Exhibit B (each, a "an “Affiliate Joinder in Lease"Enhancement Letter of Credit Application and Agreement”); (ii) the certificate of incorporation for such Eligible Rental Car Company, duly certified by the Secretary of State copies of the jurisdiction documentation set forth in clauses (a) through (j) of such Eligible Rental Car Company's incorporation, together with a copy Section 28.1 of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyMaster Lease; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Company; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Officers’ Certificate and an opinion of counsel each stating that such the joinder described in clause (i) above by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 4.17 and that all conditions precedent herein provided for relating to such transaction have been complied with; (x) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiiiv) any additional documentation that the Lessor Series 2011-2 Letter of Credit Provider or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company each of the Trustee and the Series 2011-2 Letter of Credit Provider of original executed copies of the applicable Affiliate Joinder in Lease Enhancement Letter of Credit Application and Agreement executed by such Permitted Lessee and the LessorGuarantor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 13.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 13.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 13.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 13.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2010-3 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 13.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 13.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 13.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such WEIL:\95390749\1\99910.6247 Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any court of competent jurisdiction as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor13.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) and the Dutch Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Dutch Security Trust Deed and the Issuer Security Trust Deed), any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Dutch Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, Dutch Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a “Guarantor Subsidiary”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company If a Guarantor Subsidiary desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationGuarantor Subsidiary’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents with respect to the Group V Series of Notes to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles leased hereunder or any Collateral under the Base each Group V Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Companyeach applicable Rating Agency, as if any, referred to itself, and from in the Guarantor, as definition of “Rating Agency Condition” with respect to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion relevant Series of counsel stating Notes that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is Guarantor Subsidiary becoming a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "“Lessee" ” under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a "Guarantor Subsidiary") shall have the right to become a "Lessee" under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "Lessee" under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a an "Affiliate Joinder in Lease"); (iib) the certificate of incorporation for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car CompanyGuarantor Subsidiary's incorporation, together with a copy of the by-laws of such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (iiic) copies of resolutions of the Board of Directors of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (ivd) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's Officers' Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Company, as to itself, and from each of the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating Rating Agencies that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become Subsidiary becoming a "Lessee" under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor, any Specified Change in Control Counterparty and any direct or indirect Subsidiary of a Specified Change in Control Counterparty (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents with respect to the Group VII Series of Notes to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Permitted Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Permitted Lessee that purport to affect any Vehicles leased hereunder or any Collateral under the Base each Group VII Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyPermitted Lessee, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Companyeach applicable Rating Agency, as if any, referred to itself, and from in the Guarantor, as definition of “Rating Agency Condition” with respect to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion relevant Series of counsel stating Notes that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is Permitted Lessee becoming a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "“Lessee" ” under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12 provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to give written notification of its refusal to provide such consent within five Business Days of any request for such consent from Dutch OpCo or any other Party). In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Dutch Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor or the Dutch Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the LessorLessor and provided that each Committed Note Purchaser and Conduit Investor has provided prior written consent to such Permitted Lessee becoming a Lessee hereunder, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "Lessee" Lessee for the purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a “Guarantor Subsidiary”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's Guarantor Subsidiary’s incorporation, together with a copy of the by-laws of such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (iiic) copies of resolutions of the Board of Directors of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (ivd) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's Officers’ Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for from each of the fiscal years referred Rating Agencies that such Guarantor Subsidiary becoming a “Lessee” under this Lease will not cause a failure to above based on meet the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) and the Dutch Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Dutch Security Trust Deed and the Issuer Security Trust Deed), any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Dutch Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of 90 those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, Dutch Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a "Guarantor Subsidiary") shall have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D C (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car CompanyGuarantor Subsidiary's incorporation, together with a copy of the by-laws of such Eligible Rental Car CompanySubsidiary Guarantor, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car CompanyGuarantor Subsidiary; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Joinder in Lease Agreement and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles to be leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xix) an Officer's Certificate a statement from such Eligible Rental Car Company, as to itself, and from each of the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating Rating Agencies that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become Subsidiary becoming a "Lessee" under this Agreement and will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiix) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2013-G1 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any court of competent jurisdiction as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor, any Permitted Change in Control Counterparty and any direct or indirect Subsidiary of a Permitted Change in Control Counterparty (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents with respect to the Group VII Series of Notes to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Permitted Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Permitted Lessee that purport to affect any Vehicles leased hereunder or any Collateral under the Base each Group VII Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyPermitted Lessee, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Companyeach applicable Rating Agency, as if any, referred to itself, and from in the Guarantor, as definition of “Rating Agency Condition” with respect to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion relevant Series of counsel stating Notes that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is Permitted Lessee becoming a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "“Lessee" ” under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company “Permitted Lessee” (as defined in the Master Lease) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of Section 28.1 of the Master Lease and the provisions of this Section 244.17. In the event an Eligible Rental Car Company a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Series 2011-1 Letter of Credit Provider and the Trustee: (i) a an Affiliate Joinder in Lease Enhancement Letter of Credit Application and Agreement in the form attached hereto as Attachment D Exhibit B (each, a "an “Affiliate Joinder in Lease"Enhancement Letter of Credit Application and Agreement”); (ii) the certificate of incorporation for such Eligible Rental Car Company, duly certified by the Secretary of State copies of the jurisdiction documentation set forth in clauses (a) through (j) of such Eligible Rental Car Company's incorporation, together with a copy Section 28.1 of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyMaster Lease; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Company; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Officers’ Certificate and an opinion of counsel each stating that such the joinder described in clause (i) above by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 4.17 and that all conditions precedent herein provided for relating to such transaction have been complied with; (x) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiiiv) any additional documentation that the Lessor Series 2011-1 Letter of Credit Provider or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company each of the Trustee and the Series 2011-1 Letter of Credit Provider of original executed copies of the applicable Affiliate Joinder in Lease Enhancement Letter of Credit Application and Agreement executed by such Permitted Lessee and the LessorGuarantor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly WEIL:\95390749\1\99910.6247 certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2010-3 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any court of competent jurisdiction as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company shall Affiliate of or direct or indirect Subsidiary of the Guarantor (each, a "Guarantor Subsidiary") or any party that is not an Affiliate of the Guarantor (each, a "Non-Affiliate") shall, with the consent of the Guarantor, have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2423. In the event an Eligible Rental Car Company a Guarantor Subsidiary or Non-Affiliate desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company party shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D C (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car Companyparty, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Companyparty's incorporation, together with a copy of the by-laws of such Eligible Rental Car Companyparty, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company party authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company party certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company party in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company party as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien Lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens Liens filed against such Eligible Rental Car Company party that purport to affect any Group III Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Companyparty, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Officers' Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company party complies with this Section 24 23 and that all conditions precedent herein provided for relating to such transaction have been complied withwith or waived in accordance herewith; (xix) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating Rating Agency Confirmation that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become becoming a "Lessee" under this Agreement and will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiix) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company party of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary or Non-Affiliate of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary or Non-Affiliate shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement (including, without limitation, the Guaranty) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Series 2010-3 Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any third party as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2412. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) 12.1. a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2. the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3. copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4. a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) 12.5. a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation and the jurisdiction of its principal place of businessorganization; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.6. an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 12 and that an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that(a) all conditions precedent herein provided for set forth in this Section 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents parties thereto, such Affiliate Joinder in Lease will be enforceable against such Permitted Lessee; 12.7. an executed Grantor Supplement to the Collateral Agency Agreement pursuant to which such Eligible Rental Car Company is Permitted Lessee has granted a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable security interest in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements certain collateral for the benefit of the Guarantor Lessor and its Consolidated Subsidiaries as the Collateral Agent for the benefit of the end Trustee to secure such Permitted Lessees obligations hereunder if, notwithstanding the intent of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes parties to become a "Lessee" under this Agreement, this Agreement and is characterized by any court of competent jurisdiction as a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) financing arrangement or as otherwise not constituting a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented abovetrue lease; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor12.8. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement (including, without limitation, the Guaranty which is a part of this Agreement) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary of the Guarantor (each, a “Guarantor Subsidiary”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428.1. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Guarantor Subsidiary shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationGuarantor Subsidiary’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyGuarantor Subsidiary, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Guarantor Subsidiary authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyGuarantor Subsidiary; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Guarantor Subsidiary certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Guarantor Subsidiary in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Guarantor Subsidiary as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and and, judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Guarantor Subsidiary that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyGuarantor Subsidiary, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's Officers’ Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Guarantor Subsidiary complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for from each of the fiscal years referred Rating Agencies that such Guarantor Subsidiary becoming a “Lessee” under this Lease will not cause a failure to above based on meet the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Guarantor Subsidiary of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company shall Affiliate of or direct or indirect Subsidiary of the Guarantor (each, a "Guarantor Subsidiary") or any party that is not an Affiliate of the Guarantor (each, a "Non-Affiliate") shall, with the consent of the Guarantor, have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2423. In the event an Eligible Rental Car Company a Guarantor Subsidiary or Non-Affiliate desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company party shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D C (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car Companyparty, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Companyparty's incorporation, together with a copy of the by-laws of such Eligible Rental Car Companyparty, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company party authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company party certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company party in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company party as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien Lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens Liens filed against such Eligible Rental Car Company party that purport to affect any Group II Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Companyparty, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) an Officer's Officers' Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company party complies with this Section 24 23 and that all conditions precedent herein provided for relating to such transaction have been complied withwith or waived in accordance herewith; (xix) an Officer's Certificate from such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating Rating Agency Confirmation that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become becoming a "Lessee" under this Agreement and will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiix) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company party of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary or Non-Affiliate of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary or Non-Affiliate shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement (including, without limitation, the Guaranty) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company shall Affiliate of or dirxxx xx indirect Subsidiary of the Guarantor (each, a "Guarantor Subsidiary") shall, with the consent of the Guarantor, have the right to become a "Lessee" under and pursuant to the terms of this Agreement by complying with the provisions of this Section 2423. In the event an Eligible Rental Car Company a Guarantor Subsidiary desires to become a "Lessee" under this Agreement, then the Guarantor and such Eligible Rental Car Company party shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (i) a Joinder in Lease Agreement in the form attached hereto as Attachment D C (each, a "Joinder in Lease"); (ii) the certificate of incorporation for such Eligible Rental Car Companyparty, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Companyparty's incorporation, together with a copy of the by-laws of such Eligible Rental Car Companyparty, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iii) copies of resolutions of the Board of Directors of such Eligible Rental Car Company party authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary of such Eligible Rental Car Companyparty; (iv) a certificate of the Secretary or Assistant Secretary of such Eligible Rental Car Company party certifying the names of the individual or individuals authorized to sign the Joinder in Lease and the other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company party in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company party as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien Lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens Liens filed against such Eligible Rental Car Company party that purport to affect any Groxx XX Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Companyparty, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, assignor and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixviii) an Officer's Officers' Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company party complies with this Section 24 23 and that all conditions precedent herein provided for relating to such transaction have been complied withwith or waived in accordance herewith; (xix) an Officer's Certificate from Rating Agency Confirmation under and as defined in the related Series Supplement with respect to such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become becoming a "Lessee" under this Agreement and a statement shall have been obtained with respect to each Group IV Series of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveNotes; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiix) any additional documentation that the Lessor or the Trustee may require to evidence the assumption by such Eligible Rental Car Company party of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Guarantor Subsidiary of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Guarantor Subsidiary shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement (including, without limitation, the Guaranty) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to the prior consent of Dutch FleetCo (such consent not to be unreasonably withheld or delayed) and the Dutch Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Dutch Security Trust Deed and the Issuer Security Trust Deed), any Affiliate of Dutch OpCo that was incorporated under the laws of The Netherlands (each a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Dutch Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "each an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate articles of incorporation association for such Eligible Rental Car CompanyPermitted Lessee, together with a recent extract from the Trade Register of the Dutch Chamber of Commerce relating to such Permitted Lessee, duly certified by the Secretary of State of the jurisdiction an Authorized Officer of such Eligible Rental Car Company's incorporation, together with a copy of the by-laws of such Eligible Rental Car Company, duly certified by a Secretary or Assistant Secretary of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorising action of such Eligible Rental Car Company authorizing Permitted Lessee authorising or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized authorised to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 and an opinion of counsel, which may be based on an Officer’s Certificate and is A37279892 37 WEIL: subject to customary exceptions and qualifications (including, without limitation any insolvency laws, stating that (a) all conditions precedent herein provided for set forth in this Clause 12 relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorisation, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, Dutch Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company direct or indirect Subsidiary or Affiliate of the Guarantor (each, a “Permitted Lessee”) shall have the right to become a "“Lessee" ” under and pursuant to the terms of this Agreement Lease by complying with the provisions of this Section 2428. 1. In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "“Lessee" ” under this AgreementLease, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Trustee: (ia) a Joinder in Lease Agreement in the form attached hereto as Attachment D (each, a "an “Affiliate Joinder in Lease"”); (iib) the certificate of incorporation or other organizational documents for such Eligible Rental Car CompanyPermitted Lessee, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee’s incorporation or formation, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iiic) copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this AgreementLease, duly certified by the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (ivd) a certificate of the Secretary or Assistant Secretary or other Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the other Related Documents with respect to the Group VIII Series of Notes to be executed by it, together with samples of the true signatures of each such individual; (ve) a good standing certificate for such Eligible Rental Car Company Permitted Lessee in the jurisdiction of its incorporation organization and the jurisdiction of its principal place of business; (vif) a written search report from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee listing all effective financing statements that name such Eligible Rental Car Company Permitted Lessee as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (viig) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender Lessor and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company Permitted Lessee that purport to affect any Vehicles leased hereunder or any Collateral under the Base each Group VIII Indenture; (viig) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car CompanyPermitted Lessee, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ixh) an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 28.1 and that all conditions precedent herein provided for relating to such transaction have been complied with; (xi) an Officer's Certificate a statement from such Eligible Rental Car Company, as each applicable Rating Agency referred to itself, and from in the Guarantor, as definition of “Rating Agency Condition” with respect to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion relevant Series of counsel stating Notes that such Joinder in Lease and the other Related Documents to which such Eligible Rental Car Company is Permitted Lessee becoming a party are legal, valid and binding agreements of such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "“Lessee" ” under this Agreement and Lease will not cause a statement of income and retained earnings of failure to meet the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented aboveRating Agency Condition; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiiij) any additional documentation that the Lessor or the Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this AgreementLease. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the Lessor, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "“Lessee" ” for purposes of this Agreement Lease (including, without limitation, the Guaranty which is a part of this Lease) and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company Subject to prior consent of Spanish FleetCo (such consent not to be unreasonably withheld or delayed), any Affiliate of Spanish OpCo that was incorporated under the laws of Spain (each, a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12 (Additional Lessees); provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 (Additional Lessees) (provided further that (i) the Lessor may not unreasonably withhold or delay the giving of such consent and (ii) the Lessor shall be deemed to have given such consent if it fails to given written notification of its refusal to provide such consent within five (5) Business Days of any request for such consent from Spanish OpCo or any other Party). In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Lessor and the Spanish Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate of incorporation or other organizational documents for such Eligible Rental Car Company, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iii) 12.3 copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 (Additional Lessees) and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that (a) all conditions precedent herein provided for set forth in this Clause 12 (Additional Lessees) relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor or the Spanish Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company Permitted Lessee of the applicable Affiliate Joinder in Lease executed by the LessorLessor and provided that each Committed Note Purchaser and Conduit Investor has provided prior written consent to such Permitted Lessee becoming a Lessee hereunder, such Eligible Rental Car Company Permitted Lessee shall for all purposes be deemed to be a "Lessee" Lessee for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.

Additional Lessees. Any Eligible Rental Car Company ◦ Subject to prior consent of Spanish FleetCo (such consent not to be unreasonably withheld or delayed) and the Spanish Security Trustee (acting upon the instructions of the Issuer Security Trustee (whose instructions, in turn, have been obtained in accordance with the terms of the Spanish Security Trust Deed and the Issuer Security Trust Deed)),any Affiliate of Spanish OpCo that was incorporated under the laws of Spain (each, a “Permitted Lessee”) shall have the right to become a "Lessee" Lessee under and pursuant to the terms of this Agreement by complying with the provisions of this Section 24Clause 12 (Additional Lessees); provided that the Lessor shall provide its consent to such Permitted Lessee becoming a Lessee pursuant to the terms of this Clause 12 (Additional Lessees). In the event an Eligible Rental Car Company If a Permitted Lessee desires to become a "Lessee" Lessee under this Agreement, then the Guarantor and such Eligible Rental Car Company Permitted Lessee shall execute (if appropriate) and deliver to the Lessor, the Lender Spanish Security Trustee and the Issuer Security Trustee: (i) 12.1 a Joinder in Lease Agreement substantially in the form attached hereto as Attachment D Annex A (each, a "an “Affiliate Joinder in Lease"”); (ii) 12.2 the certificate of incorporation or other organizational documents for such Eligible Rental Car Company, duly certified by the Secretary of State of the jurisdiction of such Eligible Rental Car Company's incorporationPermitted Lessee, together with a copy of the by-laws or other organizational documents of such Eligible Rental Car CompanyPermitted Lessee, duly certified by a Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyXxxxxxxxx Xxxxxx; (iii) 12.3 copies of resolutions of the Board of Directors or other authorizing action of such Eligible Rental Car Company Permitted Lessee authorizing or ratifying the execution, delivery and performance, respectively, of those documents and matters required of it with respect to this Agreement, duly certified by the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car CompanyPermitted Lessee; (iv) 12.4 a certificate of the Secretary or Assistant Secretary an Authorized Officer of such Eligible Rental Car Company Permitted Lessee certifying the names of the individual or individuals authorized to sign the Affiliate Joinder in Lease and the any other Related Documents to be executed by it, together with samples of the true signatures of each such individual; (v) a good standing certificate for such Eligible Rental Car Company in the jurisdiction of its incorporation and the jurisdiction of its principal place of business; (vi) a written search report from a Person satisfactory to the Lessor, the Lender and the Trustee listing all effective financing statements that name such Eligible Rental Car Company as debtor or assignor, and that are filed in the jurisdictions in which filings were made pursuant to clause (vii) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Lessor, the Lender and the Trustee showing no evidence of liens filed against such Eligible Rental Car Company that purport to affect any Vehicles leased hereunder or any Collateral under the Base Indenture; (vii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Lessor as secured party covering the collateral described in Section 2(b) hereof; (viii) evidence of the filing of proper financing statements on Form UCC-1 naming such Eligible Rental Car Company, as debtor, and the Trustee as secured party covering the collateral described in Section 2(b) hereof; (ix) 12.5 an Officer's ’s Certificate and an opinion of counsel each stating that such joinder by such Eligible Rental Car Company Permitted Lessee complies with this Section 24 Clause 12 (Additional Lessees) and an opinion of counsel, which may be based on an Officer’s Certificate and is subject to customary exceptions and qualifications (including, without limitation, insolvency laws and principles of equity), stating that (a) all conditions precedent herein provided for set forth in this Clause 12 (Additional Lessees) relating to such transaction joinder by such Permitted Lessee have been complied with; with and (xb) an Officer's Certificate from upon the due authorization, execution and delivery of such Eligible Rental Car Company, as to itself, and from the Guarantor, as to itself and such Eligible Rental Car Company, stating that the representations and warranties contained in Section 30 hereof are true and correct; (xi) an opinion of counsel stating that such Affiliate Joinder in Lease and by the other Related Documents to which parties thereto, such Eligible Rental Car Company is a party are legal, valid and binding agreements of Affiliate Joinder in Lease will be enforceable against such Eligible Rental Car Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (1) pro forma unaudited financial statements consisting of consolidated and consolidating balance sheets and cash flow statements of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor immediately preceding the date such Eligible Rental Car Company proposes to become a "Permitted Lessee" under this Agreement and a statement of income and retained earnings of the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year; (2) a computation of the financial covenants required to be complied with pursuant to the Working Capital Facility, in each case for each of the fiscal years referred to above based on the pro forma financial information presented above; and (3) an Officer's Certificate verifying the accuracy and completeness of such financial statements and computations signed by an Authorized Officer of the Guarantor. Such unaudited financial statements and computations shall reflect the financial results of such Eligible Rental Car Company as a consolidated direct or indirect (as applicable) Wholly-Owned Subsidiary of the Guarantor as if such Eligible Rental Car Company had been directly or indirectly wholly-owned by the Guarantor as of the beginning of the earliest fiscal year shown. No Eligible Rental Car Company shall become a "Lessee" under this Agreement unless the Guarantor is in compliance on a pro forma basis with the financial covenants required to be complied with pursuant to the Working Capital Facility for each of the fiscal years referred to above; and (xiii) 12.6 any additional documentation that the Lessor Lessor, the Spanish Security Trustee or the Issuer Security Trustee may reasonably require to evidence the assumption by such Eligible Rental Car Company Permitted Lessee of the obligations and liabilities set forth in this Agreement. Upon satisfaction of the foregoing conditions and receipt by such Eligible Rental Car Company of the applicable Joinder in Lease executed by the Lessor, such Eligible Rental Car Company shall for all purposes be deemed to be a "Lessee" for purposes of this Agreement and shall be entitled to the benefits and subject to the liabilities and obligations of a Lessee hereunder. Each Eligible Rental Car Company that becomes a Lessee hereunder shall provide prompt written notice thereof to each Rating Agency.