2. RENTAL AND PAYMENTS. The Hirer shall pay the rental (including the mileage charge) at the rates specified on the reverse side hereof, or at such amended rates as DL may specify from time to time upon ten days prior written notice to the Hirer. All amounts payable hereunder shall be due upon presentation of DL’s invoice therefore, and shall be paid to DL at its principal office unless DL otherwise directs in writing. The hirer’s obligation to pay rentals shall be absolute and unconditional, and shall not be subject to any abatement or recoupment whatsoever. Should the Hirer fail to pay when due any amount payable hereunder, the amount past due shall bear interest at the rate of one and one half (11/2) percent per month until paid in full.

3. ACCEPTANCE. By accepting the vehicle, the Hirer acknowledges that the Vehicle is in good and efficient operating order, condition and appearance (except as otherwise noted on the Vehicle Inspection Report), and that the Hirer unconditionally accepts the Vehicle “as is” and subject to the provisions of this agreement.

4. LOCATION AND INSPECTION. During the rental term, the Hirer shall maintain records at its principal office showing the location of the Vehicle and all maintenance and repairs performed by the Hirer on the Vehicle. The Hirer shall permit DL to examine the records and/or inspect the Vehicle during normal business hours. The Hirer shall not permit the Vehicle to be moved beyond the territorial limits of Western Europe. For the purposes of this agreement, the Hirer shall be conclusively presumed to be in possession of the Vehicle from the moment the Vehicle is accepted by the Hirer until the Vehicle is properly returned to DL

5. USE AND OPERATION. The Hirer shall not permit the Vehicle to be used, operated, maintained or stored improperly, carelessly, in violation of this Agreement, in any manner that would result in damage nor in any manner otherwise than for the uses contemplated by the manufacturer thereof. The Hirer shall not permit any unlawful use or handling of the Vehicle and shall, at its expense comply with all laws of all governments or governmental agencies, which in any way affect or are applicable to the use, operation, storage or possession of the Vehicle. The Hirer shall indemnify and hold DL harmless from and against any and all fines and penalties that may arise from the violation or infringement of any such laws.

6. TAXES AND LICENSES. DL shall, at its expense, register and license the Vehicle under the motor vehicle registration laws of such state in Western Europe as DL may select. The Hirer assumes responsibility for all additional licences, permits, inspections and other certificates as may be required by law or otherwise for the Hirer’s lawful use and operation of the Vehicle. The Hirer assumes responsibility for, and shall pay when due, all taxes and government charges, howsoever designated, now or thereafter imposed upon the rental, use, operation or possession of the Vehicle, or upon the rentals payable hereunder, together with all related interest and penalty charges, but excluding net income taxes assessed against DL.

7. MAINTENANCE AND REPAIR. DL offers the three levels of service described below. The service level applicable to this Agreement (is indicated on the reverse side thereof), or in the absence of such indication is deemed to be Net. Under all service levels the Hirer is responsible for checking the Hirer’s daily responsibilities on the reverse side thereof. In the event that DL performs repairs for which the Hirer is responsible hereunder, the Hirer shall pay for such services at DL’s then current rates for labour and parts. DL shall have the right to inspect all maintenance or repairs performed on the Vehicle by anyone other than DL, and to correct, at the Hirer’s expense, all defects in materials and workmanship that, in DL’s reasonable judgment, result from the performance or repairs in an improper manner. If the Hirer replaces any parts, accessories and tyres, such replacement item(s) shall be comparable in quality to the item(s) being replaced as of the time when the Vehicle was first accepted by the Hirer, and shall become the property of DL immediately upon attachment to the Vehicle.

A. Net. The Hirer shall, at the Hirer’s expense, maintain the Vehicle in good operating order, and in the same condition and appearance as when accepted by the Hirer (reasonable wear and tear alone accepted). The Hirer’s obligation hereunder extends to the maintenance, and when necessary the replacement, of all Parts, accessories and tyres.

B. Maintenance. DL shall perform preventative maintenance and all maintenance occasioned by normal wear and tear whenever the Vehicle is returned to DL’s facility designated on the reverse side hereof as the service location; provided however, that as a condition to DL’s obligation hereunder, the Hirer shall return the Vehicle for preventative maintenance servicing at least one time during each calendar quarter to the service location. The Hirer shall be responsible for and shall bear the expense for, all other maintenance (including without limitation all road calls for maintenance service) and all damage repairs as may be required to maintain the Vehicle in good operating order, condition and appearance, and all shuttling of the Vehicle to and from repair facilities.

C. Full Service. DL shall perform preventative maintenance and all maintenance occasioned by normal wear and tear whenever the Vehicle is made available to DL within the service region designated on the reverse side thereof: provided, however, that as a condition to DL’s obligation hereunder, the Hirer shall make the Vehicle available to DL for preventative maintenance servicing at least one time during each calendar quarter (at the location designated on the reverse side hereof as the service location). The Hirer shall be responsible for, and shall bear the expense of; all damage repairs and all repairs required due to the Hirer’s failure to make the Vehicle available to DL for servicing as stated above, and all shuttling of the Vehicle to and from repair facilities. DL shall (upon the Hirer’s request and for the Hirer’s account) perform the repairs for which the Hirer is responsible hereunder whenever the Vehicle is made available to DL at a location within the designated service region.

8. IDENTIFICATION OF INTERESTS. DL reserves the right to attach, in one or more locations upon each vehicle, identifying marks, decals, signs or other forms of notice indicating DL’s interests in the vehicle. The Hirer shall not remove, obscure, deface or obliterate any such identifying marks or notice, nor permit or suffer any other person to do so.

9. TITLES AND INCUMBRANCES. This transaction is a rental agreement and not a sale, conditional or otherwise. The Hirer shall not acquire hereunder, or by payment of the rental, any right to, interest in, the Vehicle or any party thereof, except the right to possess and use the Vehicle in accordance with the provisions of this agreement as long, and only as long, as the Hirer shall not be in default in the performance of its obligations hereunder. The Hirer shall keep from all liens, charges and encumbrance arising in connection with the Hirer’s use, operation or possession of the Vehicle.

10. ALTERATIONS. The Hirer shall not make nor permit any substantial changes in, or improvements to, the Vehicle, nor remove there from (except the purposes of replacement) any part, accessory or tyre without first obtaining written consent to DL. Any changes in, or improvements to, the Vehicle shall become the property of DL; provided, however, that at the option of DL, the Hirer shall, at its expense, restore the Vehicle to its original condition prior to returning the Vehicle to DL.

11. RETURN. Upon the termination of this agreement, the Hirer shall, at its expense, return the vehicle to the facility of DL where originally accepted, or such other facility as may be designated by DL. The Vehicle shall be returned in good and efficient operating order, and in the same condition and appearance as when accepted by the Hirer (reasonable wear and tear alone accepted). The rights created for DL and the obligations assumed by the Hirer under this Agreement shall continue until the Vehicle has been returned as required hereunder or, if returned in damage or otherwise unsatisfactory condition, until the Vehicle has been properly repaired and restored, at the Hirer’s expenses, to the condition required hereunder, provided however, that during any such period of continuance the rental charges payable by the Hirer shall be at the rate of DL’s then prevailing daily rental rate.

12. DISCLAIMER OF WARRANTIES. DL HEREBY DISCLAIMS, AND THE HIRER HEREBY RELEASES DL FROM, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION (A) THE DESIGN, CONDITION, OPERATION, MERCHANTABILTIY OR FITNESS FOR USE OF THE VEHICLE (B) THE FITNESS OF THE VEHICLE FOR ANY PARTICULAR USE OR PURPOSE OF THE HIRER; AND (C) THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE VEHICLE. THE HIRER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ALL SUCH RISKS BE BORNE BY THE HIRER.

13. RISKS OF LOSS. The Hirer shall bear the risk of all direct, indirect of consequential loss, damage or deprivation of use, of the Vehicle. If the Vehicle is lost, stolen or otherwise disappears, or if the Vehicle is damaged to such an extent that it can not, in the opinion of DL, economically be restored to good operating order, condition and appearances, the Hirer shall promptly pay to DL an amount equal to the replacement value of the Vehicle determined as of the date first missing or damaged. As used throughout this agreement the phrase, “replacement value” shall mean the depreciated value of the Vehicle as reflected on the books of DL. Upon receipt by DL of the Hirer’s payment of the replacement value and for all rental and other rental charges accrued through the date of DL’s receipt of such payments, the Hirer’s obligation to pay rental shall cease and terminate.

14. INDEMNITY AND LEGAL INSURANCE. The Hirer shall, at its own expense, defend, indemnify and hold harmless DL, its employees and agents from and against all claims, demands, liability, costs and expenses whatsoever (including attorney fees) arising or alleged to have arisen from, or in any manner connected with, the condition, use or operation of the vehicle. The Hirer shall purchase and maintain policies of insurance in forms and with insurance companies that are satisfactory to DL. The insurance policies shall insure the Hirer and DL as their respective interests may appear as follows: (a) comprehensive general liability insurance covering liability for body injury or death, and property damage, with limits not less than £1,000,000 per occurrence; (b) automobile liability insurance covering liability for bodily injury and death and property damage, with limits not less than £1,000,000 per occurrence; (c) all risk property damage or loss insurance covering the Vehicle and its replacement value and designating DL as loss payee; and (d) excess all risk insurance coverage in the amount of £5,000,000 per occurrence. The insurance policies shall, by suitable endorsement, name DL as an additional assured and shall provide that; (a) the respective coverage shall be considered primary as against any insurance coverage that may be provided by DL; and (b) DL shall receive not less than thirty (30) days written notice before cancellation or material alteration of the policy. Promptly after the execution of this Agreement, the Hirer shall furnish DL with certificates of insurance evidencing the above-required insurance coverage’s. The maintenance of insurance by the Hirer shall not be deemed nor construed to suspend, limit or modify the Hirer’s obligations under this Agreement.

15. LIMITATION OF LIABILITY. This provision only applies when the Hirer has indicated on the reverse side hereof its acceptance of the optional insurance protection provided herein. If the Hirer, at its expense, delivers the Vehicle in a damaged condition to DL with authorisation to make repairs, DL shall relieve the Hirer from the amount otherwise payable to DL for repairing the Vehicle to the extent that such amount exceeds £3,000,000. If the Vehicle is lost, stolen or is damaged to such an extent that it cannot, in the opinion of DL, economically be restored to good operating order, condition and appearance, DL shall relieve the Hirer from its obligation to pay the replacement value of the Vehicle to the extent that the replacement value exceeds £3,000,000. The limitations of the Hirer’s liability set forth in this Paragraph are subject to all of the following conditions; (a) the Hirer shall not be in default in its payment of any rental, including any additional rental, or in any other payment becoming due under this Agreement; (b) the Hirer shall not be in default in the performance of any of its obligations under this Agreement; (c) the Hirer shall have reported the Vehicle damage or loss to the Police, in writing, within seventy two (72) hours of the occurrence; (d) the Hirer shall have provided satisfactory substantiation of the occurrence of damage or loss, and shall have otherwise complied with all reasonable requirements of DL, and (e) in the event of Vehicle damage, the damage shall not have been roof structure damage nor other damage related thereto. DL may, at DL’s sole discretion, cancel the protection provided to the Hirer hereunder upon thirty (30) days prior notice to the Hirer. Nothing herein shall be construed to relieve the Hirer from liability for damage to, or loss of, any accessories or fines furnished with the Vehicle.

16. NOTIFICATION OF ACCIDENT OR LOSS. The Hirer shall, at its expense, promptly notify DL of each accident and each occurrence of loss involving the Vehicle. The Hirer’s notice shall describe the time, place and nature of the accident or loss, the extent of any Vehicle damage resulting there from, the names and addresses of all involved parties, a copy of any Police report and such other information as may be known. The Hirer shall promptly advise DL of all notices or documents received by the Hirer in connection with any claim relating to the Vehicle.

17. FORCE MAJEURE. DL SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER WHEN PREVENTED FROM SO DOING BY ACT OF God, war, fire, riot or civil disturbance, snow or flood, strikes or other labour trouble, or any other conditions beyond the control of DL.

18. EVENTS OF DEFAULT. Time is of the essence for this Agreement, and the occurrence of one or more of the following shall constitute an event of default; (a) the Hirer fails to pay when due any rental, or any other payment becoming due hereunder; (b) the Hirer fails to perform any other obligation assumed by the Hirer under this agreement (c) the Hirer or any other Guarantor (i) becomes insolvent, (ii) commits an act of bankruptcy, (iii) becomes subject to any voluntary bankruptcy proceeding, (iv) makes an assignment for the benefit of creditors; (v) appoints or submits to the appointment of a receiver for all or any of its assets; (vi) admits in writing its inability to pay its debts as they become due, or (vii) enters into any type of voluntary liquidation, or (d) the Hirer defaults under any other agreement with DL of any corporation affiliated with DL.

19. REMEDIES UPON DEFAULT. In the event of any default by the Hirer, DL may, at its option and without demand or notice to the Hirer as one or more of the following; (a) pay all amount, or perform or cause to be performed all obligations, required to be paid or performed by the Hirer hereunder, and recover from the Hirer, as additional rental, all amounts so paid or the reasonable value of all services so performed; (b) enter, with or without notice, upon any premises where the Vehicle may be located and take immediate possession of, and remove, the Vehicle, or (c) immediately terminate this Agreement and the Hirer’s rights hereunder and require the Hirer to immediately return the Vehicle to DL at such location as DL may designate. No termination repossession or other act by DL after agreement by the Hirer shall relieve the Hirer from any of its obligations hereunder. In addition, the Hirer shall pay to DL on demand all fees, costs and expenses incurred by DL in successfully enforcing its rights hereunder including, without limitation, reasonable legal fees. The remedies provided herein in favour of DL shall not be exclusive, but shall be cumulative and in addition to all other remedies in this Agreement or existing at law or in equity, any one or more of which may be exercised simultaneously or successively.

20. NOTICES. Any notice, request or demand given under this agreement, whether or not required, shall be valid only if in writing and shall be deemed effective three (3) days following its deposit in a Post Office if mailed by registered Post, return receipt requested, postage prepaid, and properly addressed to the party for whom intended at the address designated above or at such other address as the party may hereafter designate for itself by notice; or if given in any other manner, when actually received.

21. NON-WAIVER. The failure by either party to require the strict performance of any obligation assumed by the other party hereunder or the failure of either party to exercise any right or remedy to which it is entitled, shall not constitute a waiver nor cause a diminution of the obligations or rights provided under this Agreement. None of the provisions of this agreement shall be held to have been waived by any act or knowledge of the parties, but only by written instrument executed by the party to be bound thereby. Waiver of any default shall not be a waiver of any other or subsequent default.

22. ASSIGNMENTS. The Hirer hereby consents to any assignment of this agreement by DL. The Hirer may not assign this Agreement nor any of the Hirer’s rights or obligations hereunder, either by its own act or by operation of law, without the prior written consent of DL; and any such attempted assignment shall be void.

23. SUBORDINATION. This Agreement is hereby made subordinate to any chattel, mortgage, pledge, security agreement, conditional sale, contract, lease or like agreement applicable to the Vehicles to which DL is bound.

24. CONSTRUCTION. If any provision of this Agreement, or the application thereof, is held by a Court having competent jurisdiction to be invalid or unenforceable under an applicable law, the remainder of this Agreement shall not be affected thereby, and to this end the provisions of this Agreement are declared severable. If there is more than one Hirer the obligations under this Agreement are joint and several. The laws of the United Kingdom shall govern the construction of this Agreement and the rights and obligations of the parties.

25. INTEGRATED AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the Vehicle and the subject matter relating thereto. Except as otherwise expressly provided in Paragraphs 1 and 2 above, the terms, covenants, conditions and other provisions of this Agreement may thereafter be supplemented, changed, amended or modified only by written instrument that specifically purports to do so and signed by both parties. No agreements, representations, or understandings not specifically contained herein or otherwise reduced to a written instrument signed by both parties shall be binding upon the parties.

26. OPERATORS LICENCE. The Hirer shall not use the vehicle to carry its own goods, or those of others for hire and/or reward until such time as the Hirer has the authorisation of the relevant licensing authority. The Hirer will forward to DL a copy of the Operators’ licence vehicle sheet within 7 days of receipt of it by the Hirer confirming that the vehicle, the subject of this Agreement has been specified on the licence.

Additionally the Hirer will undertake:

a. Not to remove the vehicle from the Operators’ licence without the prior agreement of DL.

b. To ensure that all requirements of the Operators’ licence are met.

c. To forward to DL within 7 days of receipt by the Hirer a copy of any call up letter for it to attend a Public Inquiry into it’s Operators’ licence and, further, to advise DL in writing of the outcome of any such Public Inquiry and, in particular, as to whether any action has been taken by the Traffic Commissioner to vary, revoke, suspend, or curtail the Operators’ licence.

d. Not to surrender the Operators’ licence without prior notice to DL.